Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Sample Clauses

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use its reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral with a book value in excess of $5,000,000 is stored or located, which agreement or letter shall (unless otherwise agreed to in writing by Administrative Agent) contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. With respect to such locations or warehouse space leased or owned as of the Initial Borrowing Date and thereafter, if the Collateral Agent has not received a landlord or mortgagee agreement or bailee letter as of the Initial Borrowing Date (or, if later, as of the date such location is acquired or leased), any Eligible Inventory at that location shall, in Administrative Agent’s reasonable discretion, be subject to such Reserves as may be established by Administrative Agent in its Permitted Discretion. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located except to the extent that the same are being contested in good faith.
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, at the time of such acquisition, it shall provide to Administrative Agent, in Administrative Agent's discretion, a mortgage or deed of trust granting Administrative Agent a first priority Lien, subject to Permitted Encumbrances, on such Real Estate, or Negative Pledge to be recorded in the applicable land records where the Real Estate is located, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent in its reasonable discretion, within thirty days of the acquisition thereof, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent. Without in any way limiting the provisions of this Section 5.9, Section 5.11 or any other provision of any Loan Document, Borrower shall (a) pursuant to the terms of the Post Closing Requirements execute and deliver the Initial Mortgages with respect to the Real Estate described on Disclosure Schedule 5.9 and take all steps reasonably necessary to provide Administrative Agent down dated title certificates or other evidence of the current status of title reasonably acceptable to Administrative Agent, flood insurance certificates (to the extent reasonably deemed necessary by Administrative Agent) with respect to such Real Estate, and (b) execute and deliver, promptly upon Administrative Ag...
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall be reasonably satisfactory in form and substance to Agent (or, in the case of Canadian Borrower, Canadian Agent). With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if Agent (or, in the case of Canadian Borrower, Canadian Agent) has not received a landlord or mortgagee agreement or bailee letter reasonably satisfactory in form and substance as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory at that location shall, in Agent’s (or, in the case of Canadian Borrower, Canadian Agent’s) discretion, be subject to such Reserves as may be established by Agent (or, in the case of Canadian Borrower and its Wholly-Owned Domestic Subsidiaries, Canadian Agent) in accordance with the Compendium of Commercial Finance Law published by the Commercial Finance Association, as updated from time to time. After the Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary at a new location and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (or, in the case of Canadian Borrower, Canadian Agent), which consent shall not be unreasonably withheld or delayed, but in Agent’s (or, in the case of Canadian Borrower, Canadian Agent’s) reasonable credit judgment, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location, the establishment of Reserves, or unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided, that neither Agent’s consent nor a landlord’s agreement or bailee letter, as appropriate, shall be required with respect to leases, shipments, storage arrangements or other locations at which Inventory with a book value of less than $2,000,000 in the aggregate is stored or processed. For purposes hereof, it is acknowledged that a landlord agreement substantially in the form of Exhibit 2.6(a), a bailee letter substantial...
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral having a value, individually or in the aggregate, in excess of $100,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. No real property or warehouse space shall be leased having annual rental payments in excess of $250,000 by any Credit Party and no Inventory (other than Inventory of a PUC Restricted Subsidiary) shall be shipped to a processor or converter under arrangements established without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. To the extent permitted hereunder, if any Credit Party (other than a PUC Restricted Subsidiary) proposes to acquire a fee ownership interest or leasehold interest in any Material Real Estate, it shall concurrently provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate or leasehold interest therein, as applicable, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to Agent. In addition, if any Real Property owned or leased by any Credit Party (other than a PUC Restricted Subsidiary) shall subsequently become or be determined to be Material Real Estate, promptly following a request from Agent, such Credit Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate, or leasehold interest therein, as applicable, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s),...
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall, from and after the Closing Date, use commercially reasonable efforts to obtain a landlord's consent, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located (other than in respect of those locations set forth in Disclosure Schedule (3.6) as of the Closing Date), which agreement or letter shall be substantially in the form attached hereto as Exhibit F-1 or F-2, as applicable, or otherwise in form and substance reasonably satisfactory to Administrative Agent.
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall be reasonably satisfactory in form and substance to Agent (or, in the case of Canadian Borrower,

Related to Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases

  • Lease Agreements The Disclosure Schedules contain a true, accurate and complete list of all the lease agreements and license agreements to which the Company or any Company Subsidiary is a party and pursuant to which the Company or any Company Subsidiary leases (whether as lessor or lessee) or licenses (whether as licensor or licensee) any real or personal property related to the operation of its business and which requires payments in excess of $12,000 per year (the "Lease Agreements"). The Company has delivered to APP true and complete copies of all of the Lease Agreements. Each Lease Agreement is valid, effective and in full force in accordance with its terms, and there is not under any such lease (i) any existing or claimed material default by the Company or any Company Subsidiary (as applicable) or event of material default or event which with notice or lapse of time, or both, would constitute a material default by the Company or any Company Subsidiary (as applicable) and, individually or in the aggregate, may reasonably result in a Material Adverse Effect on the Company, or, (ii) to the knowledge of the Company, any existing material default by any other party under any of the Lease Agreements or any event of material default or event which with notice or lapse of time, or both, would constitute a material default by any such party. To the knowledge of the Company, there is no pending or threatened reassessment of any property covered by the Lease Agreements. The Company or any Company Subsidiary will use reasonable good faith efforts to obtain, prior to the Effective Time, the consent of each landlord or lessor whose consent is required to the assignment of the Lease Agreements and will use reasonable good faith efforts to deliver to APP in writing such consents as are necessary to effect a valid and binding transfer or assignment of the Company's or any Company Subsidiary's rights thereunder. The Company has a good, clear, valid and enforceable leasehold interest under each of the Lease Agreements. The Lease Agreements comply with the exceptions to ownership interests and compensation arrangements set out in 42 U.S.C. Section 1395nn, 42 C.F.R. Section 1001.952, and any similar applicable state law safe harbor or other exemption provisions.