Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, will be kept and maintained solely (i) at those locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereat. (b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4 (a) except for the following purposes: (i) To accomplish sales of Inventory in the ordinary course of business. (ii) To move Inventory or other Collateral from one such location to another such location. (iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business. (c) No Loan Party will: (i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect. (ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, any location at which any Loan Party maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed) (d) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 3 contracts
Samples: Loan and Security Agreement (DSW Inc.), Loan and Security Agreement (DSW Inc.), Loan and Security Agreement (DSW Inc.)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower’s pertaining thereto, will be are kept and maintained solely at (i) at those locations which are listed on EXHIBIT 4.4the Borrower’s chief executive offices, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) other locations set forth in the Perfection Certificate, (iii) temporary locations in connection with sales at trade shows, provided, however, that the aggregate amount of Collateral at such locations shall not exceed $250,000 in the aggregate at any time, and (iv) other locations as to which locations, provided, however, the Lead Borrower has provided ten (10) days provides the Agent with prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatat least Fourteen (14) days before moving any Collateral into such location.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office, those locations described listed in the Perfection Certificate, temporary locations in connection with trade shows to the extent permitted by Section 4.4
(a) 5.5(a), temporary staging areas in connection with new store openings the location of which has been disclosed to the Agent, or those other locations for which the Borrower has provided the Agent notice in accordance with Section 5.5(a), except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(iv) To sell, lease or dispose of the Collateral as permitted by Section 5.13(d).
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, commit to The Borrower will not open or close, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in Collateral without providing the Agent with prior written notice at least Fourteen (14) days before moving any fiscal year Collateral into or out of such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)location.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 5.5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, all except (i) as otherwise disclosed pursuant tofor any property in transit to the Borrower, or permitted by, this Section 5.5, or (ii) for Inventory in an amount and any Collateral not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of businessone time.
Appears in 2 contracts
Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower’s pertaining thereto, will be are kept and maintained solely at the following locations:
(i) The Borrower’s chief executive offices which are at those 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxx 00000.
(ii) Those locations which are listed on EXHIBIT 4.44-5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatmaintained.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT 4-5 except for the following purposes:
(i) To accomplish sales or rentals of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business.
(iv) To accomplish other sales and dispositions as are permitted hereunder.
(c) No Loan Party willThe Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effectafter the occurrence of any Event of Default.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for salessale, or stores any of the Collateral, in any fiscal year such except that upon notice to and consent of the actual number Agent and provided that no Event of stores of all Borrowers in Default then exists, the aggregate Borrower may:
(A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, Acquire one or more new store locations.
(B) is Close one or more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)store locations.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4-5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hastings Entertainment Inc), Loan and Security Agreement (Hastings Entertainment Inc)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower's pertaining thereto, will be are kept and maintained solely at (i) at those locations which are listed on EXHIBIT 4.4the Borrower's chief executive offices, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) other locations set forth in the Perfection Certificate, (iii) temporary locations in connection with sales at trade shows, provided, however, that the aggregate amount of Collateral at such locations shall not exceed $250,000 in the aggregate at any time, and (iv) other locations as to which locations, provided, however, the Lead Borrower has provided ten (10) days provides the Agent with prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatat least Fourteen (14) days before moving any Collateral into such location.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office, those locations described listed in the Perfection Certificate, temporary locations in connection with trade shows to the extent permitted by Section 4.4
(a) 5.5(a), or those other locations for which the Borrower has provided the Agent notice in accordance with Section 5.5(a), except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(iv) To sell, lease or dispose of the Collateral as permitted by Section 5.13(d).
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, commit to The Borrower will not open or close, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in Collateral without providing the Agent with prior written notice at least Fourteen (14) days before moving any fiscal year Collateral into or out of such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)location.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 5.5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, all except (i) as otherwise disclosed pursuant tofor any property in transit to the Borrower, or permitted by, this Section 5.5, or (ii) for Inventory in an amount and any Collateral not to exceed $1,000,000 at Cost in the aggregate 500,000 at any time in the ordinary course of businessone time.
Appears in 2 contracts
Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, will be kept and maintained solely (i) at those locations which are listed on EXHIBIT Exhibit 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business.
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, any location at which any Loan Party maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)
(d) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Retail Ventures Inc), Loan and Security Agreement (DSW Inc.)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and at 0000 Xxxx Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000-0000 and at those locations which are listed on EXHIBIT 4.44-5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of EXHIBIT includes all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:Borrower's landlords. Except
(i) To to accomplish sales of Inventory in the ordinary course of business.
business or other sales of assets permitted hereunder or (ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles), (iii) to move any of the Collateral among such locations, or (iv) as long as the Agent's lien on the Collateral described in this clause (iv) remains continuously perfected, to move the Collateral to temporary warehouses for a period not to exceed 120 days, the Borrower shall not remove any Collateral from said chief executive offices or those locations listed on EXHIBIT 4-5 unless the Borrower gives the Agent 21 days prior notice of any new location and complies with the requirements of Section 4-24 with respect to such removal.
(cb) No Loan Party willThe Borrower will not:
(i) AlterEnter, alter, modify, amend, or amend terminate any Lease other than
(A) in a manner which is reasonably likely the ordinary course of the Borrower's business; and
(B) as permitted pursuant to have a Material Adverse Effect.Section 4-5(b)(ii)
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate Collateral other than as follows:
(A) exceeds by ten The Borrower may close up to Fifty (1050) the such locations in any Fiscal year, net of store openings in such Fiscal year (and may close a greater number of locations upon the Agent's prior written consent, which consent shall not be unreasonably withheld).
(B) The Borrower may open up to (I) Forty (40) such locations in each of Fiscal years 1998 and 1999, and (ii) Sixty (60) such locations in Fiscal year 2000, in each case net of store closures in such Fiscal year, provided, with respect to each such new location, the Borrower has given the Lender not less than Thirty (30) days prior written notice.
(C) In addition to those store closings permitted pursuant to Section 4-5(b)(ii)(B), the Borrower may close each of those retail locations listed on EXHIBIT 4-5(b)(ii)(C), annexed hereto.
(D) The limitations set forth in Section 4-5(b)(ii)(B) hereof shall not include, or apply to, (I) any stores reflected which the Borrower closed on or after May 1, 1997 and which the Business Plan for such fiscal yearBorrower decides to reopen, or (Bii) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected locations acquired pursuant to be opened or closed, but which have not in fact been opened or closed)an Acquisition permitted hereunder.
(dc) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4-5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment. /October 28, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.1997/ 32
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices of the Borrower stated in the Preamble of this Agreement, and at those locations which are listed on EXHIBIT 4.44-6(a), annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4listed on EXHIBIT 4-6
(a) except for the following purposesto:
(i) To accomplish sales of Inventory in the ordinary course of business.; or
(ii) To move Inventory or other Collateral from one such location to another such location.; or
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles); or
(iv) accomplish sales of Inventory as contemplated by the Store Closing Order.
(c) No Loan Party willThe Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effectexcept with both the approval of the Bankruptcy Court and the prior written consent of the Lender.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that except with both the actual number approval of the Bankruptcy Court and the prior written consent of the Lender. Lender has consented to the closing of the Borrower's stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected listed on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closedEXHIBIT 4-6(B). -35- 42
(d) No Except as otherwise disclosed on EXHIBIT 4-6(c) and as contemplated by the Store Closing Order or pursuant to, or permitted by, this Section 4-6, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and no more than Four Million Dollars ($4,000,000.00) of such tangible personal property, valued at Cost, at any one time shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrowers' pertaining thereto, will be are kept and maintained solely at the following locations:
(i) The Lead Borrower's chief executive offices which are at those 700 Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000.
(ii) Those locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of the intended location each of the Collateral, books, records, and papers thereatthen Borrowers' landlords.
(b) No Loan Party Borrower shall remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willBorrower will execute any Lease other than where each of the following conditions is satisfied:
(i) AlterSuch execution is in the ordinary course of business.
(ii) Neither such execution nor any Borrower's acting under such Lease results in any Borrower's becoming InDefault.
(iii) Not less than fifteen (15) days prior written notice (with reasonable particularity) is given to the Administrative Agent of the execution of the subject Lease.
(iv) Such execution will not result in the Borrowers' opening of one or more Stores, the opening of which is otherwise prohibited by this Agreement.
(d) Each Borrower may alter, modify, or amend any Lease in a manner the ordinary course of its business; provided that such alteration, modification or amendment does not cause any Borrower to become InDefault.
(e) During any 12 month period during which this Agreement is reasonably likely to have a Material Adverse Effectin effect:
(i) The Borrowers may open and/or relocate up an aggregate of 30 Stores.
(ii) Other The Borrowers may permanently close up to an aggregate of 20 Stores ("permanently close" meaning a Store's going dark for more than leased departments and similar arrangements with third parties, commit to open 30 consecutive days other than on account of an event or closecircumstance which constitutes force majeures).
(f) Except as otherwise disclosed pursuant to, or open or closepermitted by, any location at which any Loan Party maintainsthis Section , offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)
(d) No no tangible personal property of any Loan Party Borrower is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower's pertaining thereto, will be are kept and maintained solely at the following locations:
(i) The Borrower's chief executive offices which are at those 3601 Xxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxx 00000.
(ii) Those locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of the intended location each of the Collateral, books, records, and papers thereatthen Borrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT except for the following purposes:
(i) To accomplish sales or rentals of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willTo accomplish other sales and dispositions as are permitted hereunder. The Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effectafter the occurrence of any Event of Default.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such except that upon notice to and consent of the actual number Agent and provided that no Event of stores of all Borrowers in Default then exists, the aggregate Borrower may:
(A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, Acquire one or more new store locations.
(B) is Close one or more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)store locations.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section , no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Hastings Entertainment Inc)
Locations. Landlord's Waivers.
(a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices as set forth in the beginning of this Agreement and at those locations which are listed on EXHIBIT 4.45-4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of EXHIBIT includes all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:
Borrower's landlords. Except (i) To to accomplish sales of Inventory in the ordinary course of business.
business or (ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles), the Borrower shall not remove any Collateral from said chief executive offices or those locations listed on EXHIBIT 5-4.
(b) The Borrower shall use its best efforts to obtain and deliver to the Lender a waiver or subordination (reasonably satisfactory to the Lender) by the landlord for each store location (excepting only 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and 000 Xxxxxxxx & 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx) within thirty (30) days of the date of execution hereof.
(c) No Loan Party willIf the Borrower fails to obtain a waiver or subordination for each store location within said thirty (30) day period, the Lender may establish an Availability Reserve for up to ninety (90) days rent for each of the Borrower's locations in a Landlord Lien State or in a One Turn State. Such Availability Reserve shall be reduced or eliminated as follows (but only if no Suspension Event is then in existence or has theretofore occurred):
(i) With respect to locations in One Turn States: one hundred twenty (120) days after the execution of the within Agreement.
(ii) With respect to locations in Landlord Lien States: Upon the furnishing to the Lender of a waiver or subordination (reasonably satisfactory to the Lender by the landlord for the subject location. Without duplication of any Availability Reserve described above, the Lender may establish an Availability Reserve for unpaid rent.
(d) The Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease which increases the Borrower's financial obligations thereunder in a manner which is reasonably likely to have a Material Adverse Effectmaterial respect or modifies the term thereof.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate .
(Ae) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal yearExcept as otherwise disclosed pursuant to, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closedpermitted by, but which have not in fact been opened or closed)
(d) No this Section 5-4, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvey Electronics Inc)
Locations. Landlord's Consents, Waivers.
(a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices as set forth at the beginning of this Agreement and at those locations which are listed on EXHIBIT 4.45-4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of exhibit includes all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:Borrower's landlords. Except
(i) To to accomplish sales and/or returns of Inventory in the ordinary course of business.
business or (ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles), the Borrower shall not remove any Collateral from said chief executive offices or those locations listed on EXHIBIT 5-4.
(b) The Borrower shall obtain and deliver to the Lender:
A. Consent, waiver and subordination agreement (satisfactory to the Lender) by the landlord for nineteen (19) locations, upon or before execution hereof; and for twenty (20) additional locations including corporate headquarters within sixty-five (65) days of the date of execution hereof; and
B. Consent to leasehold mortgages for seventeen (17) locations, upon or before execution hereof; and for ten (10) additional locations within sixty-five (65) days of the date of execution hereof; and if the Borrower fails to provide such agreements and/or consents within such time periods an additional fee of One Thousand ($1,000) Dollars shall be payable weekly on Thursday until such time as such consents are provided.
(ii) The identity of the fee owner, copy of the lease and a full legal description of the subject real estate for (A) all locations for which consent has been obtained on or before the date of execution hereof, within sixty-five (65) days of the date of execution hereof and (B) all other such locations within sixty-five (65) days of obtaining consent; and if the Borrower fails to provide such information within such time periods shall be subject to an additional fee of One Thousand ($1,000) Dollars shall be payable weekly on Thursday until such time as all such information and/or documents are provided.
(iii) Leasehold mortgages executed by Borrower in form and substance reasonably acceptable to Lender for all locations for which consent has been obtained within three (3) Business Days of Borrower's receipt of an execution copy of a leasehold mortgage for any such locations(s). Borrower shall cooperate in obtaining any signature required by Landlord if so requested by Lender.
(c) No Loan Party willLender may establish an Availability Reserve for up to ninety (90) days rent for each of the Borrower's locations in a Landlord Lien State or in a One Turn State. Such Availability Reserve shall be reduced or eliminated but only if no Suspension Event is then in existence or has not theretofore occurred, upon the furnishing to the Lender of a consent, waiver and subordination agreement (in form satisfactory to the Lender) by the landlord for the subject location.
(d) Without duplication of any Availability Reserve described above, the Lender may establish an Availability Reserve for unpaid rent.
(e) The Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely Lease, except for Borrower's benefit and with at least ten (10) days prior written notice to have a Material Adverse EffectLender.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal except up to three (3) locations per year such that and only to the actual number of stores of all Borrowers extent provided for in the aggregate Business Plan, as approved by Borrower's Board of Directors, and with at least thirty (A30) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect days prior written notice to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)Lender.
(df) No Except as otherwise disclosed on EXHIBIT 5-4, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment. Borrower shall obtain and deliver a consent, except waiver and subordination (iin form reasonably satisfactory to the Lender) as otherwise from each bailee disclosed pursuant to, on EXHIBIT 5-4 on or permitted by, this Section 5.5, or (ii) for Inventory prior to the date of execution hereof."
14. Article 5-27 is hereby amended by striking it in an amount not to exceed $1,000,000 at Cost its entirety and substituting in its place the aggregate at any time in the ordinary course of business.following:
Appears in 1 contract
Samples: Credit Agreement (Crown Books Corp)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower's pertaining thereto, will be are kept and maintained solely (i) at those locations which are listed on EXHIBIT 4.44-5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatmaintained.
(b) No Loan Party The Borrower shall not remove any of the Collateral from those locations described in Section 4.4
(a) listed on EXHIBIT 4-5 except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willExcept as provided below, the Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse EffectLease.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral. Notwithstanding the foregoing, during any Fiscal Year, the Borrower may (x) open new locations in any fiscal year such that an amount up to the actual number amount of new stores of all Borrowers contemplated to be opened as set forth in the aggregate (A) exceeds by Business Plan, plus, upon written notice to the Lender, an additional ten (10) new locations, (y) close existing locations in an amount up to the number amount of stores reflected on contemplated to be closed as set forth in the Business Plan for such fiscal yearPlan, or (B) is more than plus, upon written notice to the Lender, an additional ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year locations, and (without giving effect to any new stores which the Business Plan projected to be opened or closedz) alter, but which have not in fact been opened or closed)
(d) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storagemodify, or entrustmentamend an existing Lease, except (i) so long as otherwise disclosed pursuant toany such alteration, modification, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not amendment is on financial terms and conditions more favorable to exceed $1,000,000 at Cost in the aggregate at any time in Borrower with respect to the ordinary course of businesssubject Lease.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower's pertaining thereto, will be are kept and maintained solely (i) at those locations which are listed on EXHIBIT 4.44.5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatmaintained.
(b) No Loan Party The Borrower shall not remove any of the Collateral from those locations described in Section 4.4
(a) listed on EXHIBIT 4.5 except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(iv) To accomplish sales of Inventory in connection with Permitted Store Closing Sales.
(c) No Loan Party willExcept as provided below, the Borrower will not:
(i) AlterExecute, alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse EffectLease.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral. Notwithstanding the foregoing, the Borrower may (x) close existing locations in any fiscal year such that the actual number of stores of all Borrowers in the aggregate connection with Permitted Store Closing Sales, and (Ay) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal yearalter, modify, or (B) is more than ten (10) fewer than amend an existing Lease, as approved by the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)Bankruptcy Court.
(d) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except (i) Except as otherwise disclosed pursuant to, or permitted by, this Section 5.54.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost no tangible personal property of the Borrower is in the aggregate at care or custody of any time in the ordinary course of business.third party or
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely at the Borrower's chief executive offices at
(i) at 1000 and 1100 Xxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxx; and
(ii) those locations which are listed on EXHIBIT 4.44-6, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT 4-6 except for the following purposesto:
(i) To accomplish sales of Inventory in the ordinary course of business.; or
(ii) To move Inventory or other Collateral from one such location to another such location.; or
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(civ) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, The Borrower will not commit to open or closeto, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral.
(v) The Borrower may execute, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal yearalter, modify, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for amend any Lease, provided that, any such fiscal year (without giving effect new Lease or alteration, modification, or amendment to any new stores which the Business Plan projected to be opened or closed, but which an existing Lease reflects commercially reasonable and fair market terms that would have not been negotiated in fact been opened or closed)an arms-length Lease.
(dc) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4-6, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, will be kept and maintained solely (i) at those locations which are listed on EXHIBIT Exhibit 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business.
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, any location at which any Loan Party maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers Borrower in the aggregate (A) exceeds by ten four (104) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten four (104) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)
(d) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except (i) goods in transit to a Loan Party or as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely at the Borrower's chief executive offices at
(i) at 00 X Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000; and
(ii) those locations which are listed on EXHIBIT 4.44-5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatmaintained.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT 4-5 except for the following purposes:to
(i) To accomplish sales of Inventory in the ordinary course of business.;
(ii) To move Inventory or other Collateral from one such location to another such location.;
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles).
(iv) return Inventory to the Borrower's suppliers in the ordinary course of business, consistent with the Borrower's past practices;
(v) move Inventory to third parties to complete alterations thereon; or
(vi) move Inventory and other Collateral to a new store or warehouse, provided the Borrower furnishes the Agent with at least ten (10) days prior notice thereof.
(c) No Loan Party will:
(i) AlterThe Obligors will not execute, alter, modify, or amend any Lease other than in the ordinary course of business and not otherwise in violation of this Agreement; provided that
(i) no such amendment shall result in any Obligor's granting a manner which is reasonably likely to have a Material Adverse Effect.landlord an Encumbrance on any of the Obligors' assets; and
(ii) Other than leased departments and similar arrangements with third partiesthe Borrower shall not execute, commit to open alter, modify or closeamend any Lease, whether or open or close, any location at which any Loan Party maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers not in the aggregate (A) exceeds by ordinary course of business, without first furnishing the Agent with ten (10) days prior notice thereof (provided that no such notice need be furnished if the number sole purpose of stores reflected on the Business Plan for such fiscal yearamendment is to extend the term of the Lease) and using its best efforts to obtain a landlord's waiver in favor of the Agent, in form reasonably satisfactory to the Agent.
(d) None of the Obligors shall cease the conduct of business from any of their present or (B) is more than future locations without first furnishing the Agent with at least ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)days prior notice thereof.
(de) No Except as otherwise disclosed pursuant to, or permitted by, this Section , no tangible personal property of any Loan Party Obligor of more than de minimis value is in the care or custody of any third party or stored or entrusted with a bailee or other third party and no property of more than de minimis value shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The At the execution of this Agreement, the Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely only at the Borrower's chief executive offices at
(i) at 2727 Xxxxx Xxxx, Naperville, Illinois 60563; and
(ii) those locations which are listed on EXHIBIT 4.44-5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in listed on EXHIBIT 4-5 or those stores opened as permitted by Section 4.4
(a) 4-5(d), except for the following purposesto:
(i) To accomplish sales of Inventory in the ordinary course of business.; or
(ii) To move Inventory or other Collateral from one such location to another such location.; or
(iii) To store and transport the Collateral to and from such locations and utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willThe Borrower will not:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely without prior written notice to have a Material Adverse Effectthe Lender.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open any Store other than as permitted by Section 4-5(d).
(iii) Close or close, any location at which any Loan Party maintains, offers for sales, or stores any permit to "go dark" an aggregate of the Collateral, more than 15 Stores in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)12 month period.
(d) The Borrower may open up to fifteen (15) new Stores during the period July 1, 1998 and ending with the end of the Borrower's fiscal year in January, 1999, provided that, in each instance, each of the following conditions has been or is then satisfied:
(i) The additional Store is contemplated by the Business Plan.
(ii) The Borrower is in compliance with Section 4-23 of the within Agreement (which Section 4-23 provides, among other things, that the Borrower shall not be the owner of, nor have any interest in, any property or asset which is not, immediately upon such acquisition, subject to a perfected security interest in favor of the Lender) and shall have executed such additional financing statements, on account of the subject new location, as may then be required by the Lender.
(iii) The Borrower's performance to date is substantially congruent with the Business Plan.
(iv) If the Store is located in Virginia, Pennsylvania, or Washington (or such other states as to which the Lender, in its discretion determines, as appropriate), the Borrower will use its best efforts to provide the Lender with a Landlord's Waiver (in form reasonably satisfactory to the Lender) duly executed by the landlord for that new Store.
(v) No Event of Default has occurred and none will occur by reason of the Borrower's so becoming obligated.
(e) Except as otherwise disclosed pursuant to, or permitted by, this Section 4-5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Factory Card Outlet Corp)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrowers pertaining thereto, will be are currently kept and maintained solely (i) at the Borrowers' chief executive offices and those locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement4.6(a), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the Borrowers own the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereatmaintained.
(b) No Loan Party The Borrowers shall not remove any of the Collateral from those such chief executive office or from locations described in Section 4.4
owned or leased by a Borrower or listed on EXHIBIT 4.6(a) (aas such Exhibit may be amended or supplemented to reflect Store openings or closings subsequent to the date hereof) except for the following purposesto:
(i) To accomplish sales of Inventory in the ordinary course of business.;
(ii) To move Inventory or other Collateral from one such location to another such location.; or
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessreturn Inventory to Vendors.
(c) No Loan Party willThe Borrowers shall use their reasonable efforts to provide the Agent with Landlord Waivers or subordinations for each of the Borrowers' locations in any of the Landlord States (of which there are presently none). The Agent may establish an Availability Reserve for each such location in a Landlord State as to which such a waiver is not so delivered, which Availability Reserve shall be reduced or eliminated upon delivery of a waiver for such location.
(d) Without reasonable prior notice to and the Lender's prior written consent, which shall not be unreasonably withheld, the Borrowers will not:
(i) Alter, modify, or amend any Lease in During a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third partiesCovenant Activation Event, commit to open or closeto, or open or close, close any location at which any Loan Party the Borrowers maintains, offers for salessale, or stores any of the Collateral, provided, however, that, without Lender's prior written consent, Borrower may open up to fifteen (15) new store locations during any of its fiscal years or close up to fifteen (15) permanent retail stores in any place at the beginning of a fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for during such fiscal year, so long as in the case of either the opening or closing of such stores, there does not exist an Event of Default as of the date that such opening or closing is to occur and as of the date of such opening or closing, the Borrower has Excess Availability of greater than Twenty Million Dollars (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed$20,000,000).
(de) No tangible personal property Except as otherwise disclosed pursuant to, or permitted by, this Section 4.6, and except for goods in transit or goods in control of a or consolidator or of a customs broker who has entered into a Customs Brokers Agreement no Inventory of the Borrowers is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Duckwall Alco Stores Inc)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower’s chief executive offices and those locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented pursuant to the terms of this Agreement4.6(a), which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party Intentionally deleted.
(c) The Borrower shall remove use its reasonable efforts to provide the Agent with Collateral Access Agreements or subordinations, in substantially the form annexed hereto as EXHIBIT 4.6(c) for each of the Borrower’s locations in any of the Collateral from those locations described in Section 4.4
(a) except Landlord States. The Agent may establish an Availability Reserve for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one each such location as to another which a Collateral Access Agreement is not so delivered, which Availability Reserve shall be reduced or eliminated upon delivery of a Collateral Access Agreement for such location.
(iiid) To utilize such of the Collateral as is removed from such locations in the ordinary course of business.
(c) No Loan Party willThe Borrower will not:
(i) Alter, modify, modify or amend any Lease in a manner which is reasonably likely to Lease, unless such alteration, modification, or amendment would not have a Material Adverse Effectmaterial adverse economic effect on the Borrower or is on more economically favorable terms for the Borrower, and Borrower has provided Agent with a copy of such alteration, modification or amendment reasonably promptly following its execution.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such Collateral except that the actual Borrowers may: (I) open, during any Fiscal Year, new stores in an amount not to exceed the number of new stores of all Borrowers projected to be opened in the aggregate Business Plan during such Fiscal Year and (AII) exceeds by ten (10) close, during any Fiscal Year, the number of stores reflected on projected to be closed in the Business Plan for during such fiscal yearFiscal Year (“Permitted Store Openings/Closings”).
(e) Except as otherwise disclosed pursuant to, or (B) is more than ten (10) fewer than the number permitted by, this Section 4.6, and except for goods in control of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)
(d) No a customs broker who has entered into a Customs Brokers Agreement no tangible personal property of the Borrower with a value in excess of $100,000 is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, are kept and maintained and will be kept and maintained hereafter solely (i) at those locations which are listed on EXHIBIT 4.44.5, annexed hereto (or as supplemented pursuant to the terms of this Agreement), which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.44.5
(a) except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business.
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, any location at which any Loan Party maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)
(d) No tangible personal property of any Loan Party is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.54.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Value City Department Stores Inc /Oh)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely at the following locations:
(i) The Borrower's chief executive offices at those 2815 Scott Avenue, Suite C, St. Louis, Missouri 63103.
(xx) Xxxxx locations which are listed on EXHIBIT 4.44.6, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT 4.6 except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willExcept as contemplated by the Business Plan, the Borrower will not:
(i) AlterExecute any Lease or alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effectany material manner.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, any location at which any Loan Party the Borrower maintains, offers for salessale, or stores any of the Collateral, in any fiscal year such subject to the condition that immediately prior to the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected earliest date on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closedBorrower becomes legally obligated on account of its leasing of the subject new Store, but which have not in fact been opened or closed)no Suspension Event is extant, and no Suspension Event will occur by reason of the Borrower's so becoming obligated.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4.6, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Bakers Footwear Group Inc)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely at the following locations:
(i) The Borrower’s chief executive offices at those 2000 Xxxxx Xxxxxx, Suite C, St. Louis, Missouri 63103.
(ii) Those locations which are listed on EXHIBIT 4.4, Exhibit 4.5 annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower’s landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on Exhibit 4.5 except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party willExcept as contemplated by the Business Plan, the Borrower will not:
(i) AlterExecute any Lease or alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effectany material manner.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or closeCommit to, or open or close, any location at which any Loan Party the Borrower maintains, offers for salessale, or stores any of the Collateral, in any fiscal year such subject to the condition that immediately prior to the actual number of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected earliest date on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closedBorrower becomes legally obligated on account of its leasing of the subject new Store, but which have not in fact been opened or closed)no Suspension Event is extant, and no Suspension Event will occur by reason of the Borrower’s so becoming obligated.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4.5, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Bakers Footwear Group Inc)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrowers' pertaining thereto, will be are kept and maintained solely (i) at those locations which are listed on EXHIBIT 4.44.5, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent of the intended location of the Collateral, books, recordsmaintained, and papers thereatwhich EXHIBIT shall be deemed modified from time to time to reflect locations added or removed in accordance with the terms of this Agreement.
(b) No Loan Party Borrower shall remove any of the Collateral from those locations described in Section 4.4
(a) listed on EXHIBIT 4.5 except for the following purposes:
(i) To accomplish sales of Inventory in the ordinary course of business.
(ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party will:
(i) AlterBorrower shall execute, alter, modify, or amend the rental provisions of any Lease or any other material provisions of any Lease except in a manner which is reasonably likely to have a Material Adverse Effectthe ordinary course of business.
(iid) Other than leased departments and similar arrangements with third parties, No Borrower shall commit to open or close, or open or close, any location at which any Loan Party a Borrower maintains, offers for sales, sale or stores any of the Collateral, in any fiscal year provided that if (a) no Event of Default has occurred and is continuing or will occur as a result of such that commitment, store opening or closing and (b) Lead Borrower has provided Agent with at least thirty (30) days' prior written notice of such commitment, opening or closing, the actual number Borrowers may open or close locations consistent with the terms of stores of all Borrowers in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for such Plan, plus an additional five (5) openings and five (5) closings each fiscal year; provided, however, that for any store closing, the Agent must consent in advance and in writing to the manner in which a Borrower intends to effect such closing, including, without limitation, any third party agent that a Borrower proposes to employ in connection therewith, which consent from Agent shall not be unreasonably withheld or delayed.
(e) Except as otherwise disclosed pursuant to, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closedpermitted by, but which have not in fact been opened or closed)
(d) No this Section 4.5, no tangible personal property of any Loan Party Borrower is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices at 6600 Xxxx Xxxx, Xxxxxxxxx, Xxxx 00000 xxx at those locations which are listed on EXHIBIT 4.44-4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of EXHIBIT includes all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:
Borrower's landlords. Except (i) To to accomplish sales of Inventory in the ordinary course of business.
, (ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles), (iii) is otherwise permitted by this Agreement, or (iv) to move Collateral between Locations listed on said EXHIBIT 4-4, the Borrower shall not remove any Collateral from said chief executive offices or those locations listed on EXHIBIT 4-4.
(cb) No Loan Party willAs long as the financial performance covenants set forth on EXHIBIT 5-11 hereto or in the documents evidencing the Revolving Credit are not violated as a result of the following actions, the Borrower may, after furnishing the Lender with thirty (30) days prior notice thereof:
(i) AlterExecute a new lease for an existing location as long as the Borrower has obtained a landlord's waiver acceptable to the Lender therefor, modifyand, or amend any Lease in a manner which is reasonably likely if necessary, has executed additional financing statements to have a Material Adverse Effectprotect the Lender's liens and security interests.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, Close any location at which any Loan Party the Borrower maintains, offers for salessale, or stores any of the Collateral or
(iii) Open any location at which the Borrower maintains, offers for sale or stores any of the Collateral, in any fiscal year such that so long as the actual number of stores of all Borrowers in Borrower has obtained a landlord's waiver acceptable to the aggregate (A) exceeds by ten (10) Lender therefor, and, if necessary, has executed additional financing statements to protect the number of stores reflected on the Business Plan for such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)Lender's liens and security interests.
(dc) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except Except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.54-4, (iii) for goods in transit, and(iii) Inventory in the process of being repaired, no tangible personal property of the Borrower is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of businessentrustment.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Sun Television & Appliances Inc)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely at the Borrower's chief executive offices at
(i) at 00 Xxxxxxxx Xxxxxx, Lexington, Massachusetts; and
(ii) those locations which are listed on EXHIBIT 4.44-6, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party the Borrower owns the subject location) and of all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereatBorrower's landlords.
(b) No Loan Party The Borrower shall not remove any of the Collateral from said chief executive office or those locations described in Section 4.4
(a) listed on EXHIBIT 4-6 except for the following purposesto:
(i) To accomplish sales of Inventory in the ordinary course of business.; or
(ii) To move Inventory or other Collateral from one such location to another such location., except upon 30 days' prior written notice to the Lender, and subject to the Lender's perfection of a first security interest in the Inventory at such location; or
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles).
(c) No Loan Party will:
(i) Alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse Effect.
(ii) Other than leased departments and similar arrangements with third parties, The Borrower will not commit to open or closeto, or open or close, close any location at which any Loan Party the Borrower maintains, offers for sales, or stores any of the Collateral, in any fiscal year such that except upon 30 days' prior written notice to the actual number Lender, and subject to the Lender's perfection of stores of all Borrowers a first security interest in the aggregate (A) exceeds by ten (10) the number of stores reflected on the Business Plan for Inventory at such fiscal year, or (B) is more than ten (10) fewer than the number of stores reflected on the Business Plan for such fiscal year (without giving effect to any new stores which the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)location.
(d) No Except as otherwise disclosed pursuant to, or permitted by, this Section 4-6, no tangible personal property of the Borrower is in the care or custody of any Loan Party third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any time in the ordinary course of business.
Appears in 1 contract
Samples: Loan and Security Agreement (Number Nine Visual Technology Corp)
Locations. (a) The Collateral, and the books, records, and papers of the Loan Parties Borrower pertaining thereto, will be are kept and maintained solely (i) at the Borrower's chief executive offices at 6600 Xxxx Xxxx, Xxxxxxxxx, Xxxx 00000 xxx at those locations which are listed on EXHIBIT 4.44-4, annexed hereto (or as supplemented pursuant to the terms of this Agreement)hereto, which Exhibit includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of EXHIBIT includes all service bureaus with which any such records are maintained or (ii) at such other locations as to which and the Lead Borrower has provided ten (10) days prior written notice to the Administrative Agent names and addresses of each of the intended location of the Collateral, books, records, and papers thereat.
(b) No Loan Party shall remove any of the Collateral from those locations described in Section 4.4
(a) except for the following purposes:
Borrower's landlords. Except (i) To to accomplish sales of Inventory in the ordinary course of business.
, (ii) To move Inventory or other Collateral from one such location to another such location.
(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of businessbusiness (such as motor vehicles), (iii) is otherwise permitted by this Agreement, or (iv) to move Collateral between locations listed on said EXHIBIT 4-4, the Borrower shall not remove any Collateral from said chief executive offices or those locations listed on EXHIBIT 4-4.
(cb) No Loan Party willWithout the prior written consent of the Agent (which shall not be unreasonably withheld) the Borrower will not:
(i) AlterExecute (except with respect to new stores permitted under clause (b)(ii), below), or materially alter, modify, or amend any Lease in a manner which is reasonably likely to have a Material Adverse EffectLease.
(ii) Other than leased departments and similar arrangements with third parties, commit to open or close, or open or close, Close any location at which any Loan Party the Borrower maintains, offers for salessale, or stores any of the Collateral, in or (iii) Open any fiscal year such that location at which the actual number Borrower maintains, offers for sale, or stores any of stores of all Borrowers in the aggregate Collateral (except (A) exceeds by ten upon thirty (1030) days prior written notice to the number of stores reflected on the Business Plan for such fiscal yearAgent, or and (B) is more than ten (10) fewer than if the number of stores reflected on Borrower has obtained a landlord's waiver acceptable to the Business Plan Agent for such fiscal year (without giving effect location, and, if necessary, has executed additional financing statements to any new stores which protect the Business Plan projected to be opened or closed, but which have not in fact been opened or closed)Agent's liens and security interests.
(dc) No tangible personal property of any Loan Party shall hereafter be placed under such care, custody, storage, or entrustment, except Except (i) as otherwise disclosed pursuant to, or permitted by, this Section 5.54-4, or (ii) for goods in transit, and (iii) Inventory in an amount not to exceed $1,000,000 at Cost the process of being repaired, no tangible personal property of the Borrower is in the aggregate at care or custody of any time in the ordinary course of businessthird party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment.
Appears in 1 contract
Samples: Revolving Credit Facility (Sun Television & Appliances Inc)
