Common use of Lessee Covenants, Consent and Acknowledgment Clause in Contracts

Lessee Covenants, Consent and Acknowledgment.

Lessee Covenants, Consent and Acknowledgment. (a) Each Credit Party acknowledges and agrees that the Borrower, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. Each Credit Party hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each Credit Party shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs each Credit Party, and each Credit Party hereby acknowledges and agrees, that until such time as the Financing is paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable to each Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Person as appropriate) or as the Agent may direct from time to time, and (ii) each Credit Party shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also to be delivered at the same time to the Agent. (c) No Credit Party shall consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement to which it is a party except in accordance with Section 12.4 of this Agreement. (d) Each Credit Party hereby covenants and agrees that, except for amounts payable as Basic Rent, any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, the Lessor, any Credit Lender, any Mortgage Lender or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee and guaranteed by the other Credit Parties. Such obligations of the Credit Parties shall include without limitation arrangement fees, structuring fees, administrative fees, unused fees, facility fees, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by the Operative Agreements. (e) The Lessee hereby covenants and agrees to cause an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and from an appraiser selected by the Agent) to be issued respecting the Property as requested by the Agent from time to time (i) at each and every time as such shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor and/or any Primary Financing Party and (ii) after the occurrence of a Lease Event of Default. (f) [Reserved]. (g) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of the Property or any component thereof, the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (h) [Reserved]. (i) [Reserved]. (j) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the Primary Financing Parties if the Lessee’s location for purposes of the UCC shall cease to be Ohio, or if its principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to the Property are kept, shall cease to be located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Ohio 45202, or if it shall change its name. (k) [Reserved]. (l) [Reserved]. (m) [Reserved]. (n) [Reserved]. (o) Each Guarantor shall promptly notify the Agent, or cause the Agent to be promptly notified, upon such Guarantor gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. (p) [Reserved]. (q) [Reserved]. (r) [Reserved]. (s) [Reserved]. (t) [Reserved]. (u) [Reserved]. (v) [Reserved]. (w) The Lessee shall deliver (or cause to be delivered) an annual certificate evidencing the insurance required to be maintained by the Lessee under Article XIV of the Lease on the date such certificate is due thereunder. (x) The Lessee shall cause the Property to comply with all Insurance Requirements (unless the failure to comply with such Insurance Requirements will not result in a denial of coverage under any insurance policy required to be maintained hereunder or under any other Operative Agreement) and all standards of Lessee with respect to similar properties owned by Lessee. (y) The Lessee shall cause the Property to comply with all Legal Requirements (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect. (z) [Reserved]. (aa) [Reserved]. (bb) [Reserved]. (cc) [Reserved]. (dd) Lessee shall not incur or suffer to exist any Lien on the Property other than the Liens created and/or evidenced by the Security Documents, Permitted Liens, Lessor Liens and as otherwise permitted under Section 8.5. (ee) Lessee shall deliver a written notice to Agent and the Lessor promptly upon Lessee’s receiving notice or actual knowledge of a Responsible Officer of Lessee of the taking by a Governmental Authority of an action which would constitute a Condemnation, receiving notice of a material violation of any Legal Requirement on or at the Property, including any Environmental Law, under which liability may be imposed upon Lessor, Agent, any other Primary Financing Party or Lessee, or receiving notice or actual knowledge of modification of the Property (other than routine construction progress, fire, life-safety and similar inspections) for any violation of Lessor under which criminal liability may be imposed upon Agent, any Primary Financing Party or Lessee. (ff) Lessee shall not, nor shall it permit anyone authorized to act on its behalf to, take any action which would subject the Property, the Operative Agreements, the making of the Credit Loans or Mortgage Loans or any security or lease the offering of which, for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering of the aforementioned items, to the registration requirements of Section 5 of the Securities Act or any state securities laws. (gg) [Reserved]. (hh) Lessee will promptly (but in no event more than ten (10) Business Days after such event or occurrence) provide written notice to the Agent if it shall change its legal name or use, or transact any business under, any trade name other than its legal name. (ii) [Reserved]. (jj) In the event, for any reason, there is a pledge of collateral by Lessee, any Guarantor or any of their respective subsidiaries to secure, in whole or in part, the Lessee Credit Agreement (including without limitation any amendment, modification, extension, supplement, restatement and/or replacement thereof), then Lessee shall take all necessary action to cause the Agent, the Lenders and the Lessor (in connection with the obligations owing by Lessee, the Guarantors or any of their respective subsidiaries pursuant to the Operative Agreements) to share equally and ratably in, and be secured equally and ratably by, any lien and security interest in the collateral granted to secure the Lessee Credit Agreement (including without limitation any amendment, modification, extension, supplement, restatement and/or replacement thereof).

Lessee Covenants, Consent and Acknowledgment. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Bank. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. The Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable to any other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Bank (excluding Excepted Payments which shall be payable to any other Person as appropriate) or as the Bank may direct from time to time for allocation in accordance with Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Bank and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Bank. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4

Lessee Covenants, Consent and Acknowledgment. (a) Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. (b) Lessor hereby instructs Lessee, and Lessee hereby acknowledges and agrees, that until such time as the Loans and all other amounts under the Operative Agreements are paid in full, (i) any and all Rent and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to the Lessor or the Owner Trustee shall instead be paid directly to the Agent or as the Agent may direct from time to time and (ii) Lessee shall cause all notices, certificates, financial statements, communications and other information which is delivered, or is required to be delivered, to the Lessor, the Owner Trustee or any Holder also to be delivered at the same time to the Agent. (c) Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement without, in each case, obtaining the prior written consent of the Agent and, to the extent required by the proviso at the end of Section 10.2(j) hereof, each of the Holders. (d) Except as otherwise contemplated by the Operative Agreements, the Lessee shall not use the proceeds of any Holder Funding or Loan for any purpose other than the payment of Transaction Expenses and the fees, expenses and other disbursements referenced in Section 9.1(a) and (b) of this Agreement, the purchase or lease of Properties, the acquisition of Equipment, the construction of Improvements, the payment of interest regarding the Loans and the payment of the Holder Yield regarding the Holder Fundings, in each case accrued under the Credit Agreement or Trust Agreement, as the case may be, during the period prior to the Acquisition Date with respect to a particular Property. (e) The Lessee shall restrict the amount of Equipment located in or on each Property, so that at all times the Property Cost of the Equipment located in or on a given Property shall be less than or equal to 15% of the total Property Cost of such Property, provided, however, that this percentage limitation shall not apply to any such Equipment consisting of Fixtures or other goods incorporated into or customarily considered to be part of a building or structure erected on real property (such as heating, ventilating, air-conditioning, electrical and mechanical equipment or systems, escalators, elevators, wall and floor coverings, plumbing, pumps, tanks, conduits, wiring, lighting, security systems, sprinklers and other fire prevention and extinguishing apparatus). This 15% limitation -39- 44 shall apply to removable Equipment (including without limitation racking and picking equipment) that (i) is not incorporated into a building or structure or (ii) is customarily considered to be trade fixtures or operating equipment for the business of the Lessee. (f) The Lessee shall not create or permit to exist at any time (and the Lessee shall, at its own expense, take such action as may be necessary to duly discharge, or cause to be discharged) any Lien against any Property other than Permitted Encumbrances. (g) The Lessee shall pay (or cause to be paid) to the Agent the administrative fee (described in the Fee Letter) when and as due from time to time.

Lessee Covenants, Consent and Acknowledgment. (a) Each Credit Party acknowledges and agrees that the Borrower, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. Each Credit Party hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each Credit Party shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs each Credit Party, and each Credit Party hereby acknowledges and agrees, that until such time as the Financing is paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable to each Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Person as appropriate) or as the Agent may direct from time to time, and (ii) each Credit Party shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also to be delivered at the same time to the Agent. (c) No Credit Party shall consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement to which it is a party except in accordance with Section 12.4 of this Agreement. (d) Each Credit Party hereby covenants and agrees that, except for amounts payable as Basic Rent, any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, the Lessor, any Credit Note Purchaser, any Mortgage Lender or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee and guaranteed by the other Credit Parties. Without limitation, such obligations of the Credit Parties shall include without limitation Make-Whole Amount, arrangement fees, structuring fees, administrative fees, unused fees, facility fees, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by the Operative Agreements. (e) The Lessee hereby covenants and agrees to cause an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and from an appraiser selected by the Agent) to be issued respecting the Property as requested by the Agent from time to time (i) at each and every time as such shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor and/or any Primary Financing Party and (ii) after the occurrence of a Lease Event of Default. (f) [Reserved]. (g) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of the Property or any component thereof, the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (h) [Reserved]. (i) [Reserved]. (j) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the Primary Financing Parties if the Lessee's location for purposes of the UCC shall cease to be Ohio, or if its principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to the Property are kept, shall cease to be located at 000 Xxxx Xxxxxx Xxxxxx, 000-0000, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Ohio 45201-2301, or if it shall change its name. (k) [Reserved]. (l) [Reserved]. (m) [Reserved]. (n) [Reserved]. (o) Each Guarantor shall promptly notify the Agent, or cause the Agent to be promptly notified, upon such Guarantor gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. (p) [Reserved]. (q) [Reserved]. (r) [Reserved]. (s) [Reserved]. (t) [Reserved]. (u) [Reserved]. (v) [Reserved]. (w) The Lessee shall deliver (or cause to be delivered) an annual certificate evidencing the insurance required to be maintained by the Lessee under Article XIV of the Lease on the date such certificate is due thereunder. (x) The Property shall comply with all Insurance Requirements (unless the failure to comply with such Insurance Requirements will not result in a denial of coverage under any insurance policy required to be maintained hereunder or under any other Operative Agreement) and all standards of Lessee with respect to similar properties owned by Lessee. (y) The Property shall comply with all Legal Requirements (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect. (z) [Reserved]. (aa) [Reserved]. (bb) [Reserved]. (cc) [Reserved]. (dd) Lessee shall not incur or suffer to exist any Lien on the Property other than the Liens created and/or evidenced by the Security Documents, Permitted Liens, Lessor Liens and as otherwise permitted under Section 8.5. (ee) Lessee shall deliver a written notice to Agent and the Lessor promptly upon Lessee's receiving notice or actual knowledge of a Responsible Officer of Lessee of the taking by a Governmental Authority of an action which would constitute a Condemnation, receiving notice of a material violation of any Legal Requirement on or at the Property, including any Environmental Law, under which liability may be imposed upon Lessor, Agent, any other Primary Financing Party or Lessee, or receiving notice or actual knowledge of modification of the Property (other than routine construction progress, fire, life-safety and similar inspections) for any violation of Lessor under which criminal liability may be imposed upon Agent, any Primary Financing Party or Lessee. (ff) Lessee shall not, nor shall it permit anyone authorized to act on its behalf to, take any action which would subject the Property, the Operative Agreements, the issuance or sale of the Credit Notes, the making of the Mortgage Loans or any security or lease the offering of which, for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering of the aforementioned items, to the registration requirements of Section 5 of the Securities Act or any state securities laws. (gg) [Reserved]. (hh) Lessee will promptly (but in no event more than ten (10) Business Days after such event or occurrence) provide written notice to the Agent if it shall change its legal name or use, or transact any business under, any trade name other than its legal name. (ii) The Lessee agrees that in the event neither S&P nor Xxxxx'x provides a rating of the Lessee, the Lessee shall cause one of the Rating Agencies to issue and maintain at all times a "private letter" rating for the Lessee, and to submit to such Rating Agency the materials and information necessary for, and a request for, a new "private letter" rating annually thereafter. The Lessee further agrees to provide each of the Credit Note Purchasers a copy of such "private letter" rating and will permit and allow such Credit Note Purchasers to discuss such rating with the Rating Agency.