Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / post-closing-obligations-letter.docx
post-closing-obligations-letter.docx
High · 1
Medium · 1
Standard · 0
I. Landlord Waivers / Collateral Access Agreements
I. Landlord Waivers / Collateral Access Agreements A. Overview Pursuant to Section 6.14(a) of the Credit Agreement and items 1 through 12 of Schedule 6.14, the Loan Parties are required to deliver landlord waivers or collateral access agreements (each, a "Landlord Waiver") for each of the specified leased locations at which any Loan Party stores, maintains, or holds inventory or other tangible personal property const
1. Kent Distribution Center — 18700 72nd Avenue South, Kent, WA 98032. This is the Loan P
1. Kent Distribution Center — 18700 72nd Avenue South, Kent, WA 98032. This is the Loan Parties' primary west coast distribution hub and handles the largest volume of inventory by dollar value across the Cascade Retail network. The Landlord Waiver for this location is critical given the significant ABL Collateral exposure.
2. Reno Distribution Center — 4500 Logistics Parkway, Reno, NV 89506. This facility serve
2. Reno Distribution Center — 4500 Logistics Parkway, Reno, NV 89506. This facility serves as the secondary west coast distribution center and also handles a substantial portion of e-commerce fulfillment for Cascade Digital Commerce Inc.
3. Columbus Distribution Center — 7200 Alum Creek Drive, Columbus, OH 43217. This facilit
3. Columbus Distribution Center — 7200 Alum Creek Drive, Columbus, OH 43217. This facility is the Loan Parties' primary east coast and midwestern distribution hub and serves the outlet stores located in the eastern United States. Cascade Digital Commerce Inc. — Office / Warehouse
4. Portland Office — 500 Fremont Street, Suite 200, Portland, OR 97209. This location ser
4. Portland Office — 500 Fremont Street, Suite 200, Portland, OR 97209. This location serves as the headquarters of Cascade Digital Commerce Inc. and includes a small warehouse space used for product staging, sample inventory, and returns processing. Although the inventory concentration at this location is lower than at the distribution centers, the Credit Agreement expressly requires a Landlord Waiver for this locat
5. Outlet Store #12 — Woodburn Premium Outlets, Woodburn, OR
5. Outlet Store #12 — Woodburn Premium Outlets, Woodburn, OR
6. Outlet Store #17 — Tulalip Outlet Center, Tulalip, WA
6. Outlet Store #17 — Tulalip Outlet Center, Tulalip, WA
7. Outlet Store #23 — Vacaville Premium Outlets, Vacaville, CA
7. Outlet Store #23 — Vacaville Premium Outlets, Vacaville, CA
8. Outlet Store #31 — Aurora Farms Premium Outlets, Aurora, OH
8. Outlet Store #31 — Aurora Farms Premium Outlets, Aurora, OH
9. Outlet Store #38 — Gilroy Premium Outlets, Gilroy, CA
9. Outlet Store #38 — Gilroy Premium Outlets, Gilroy, CA
10. Outlet Store #44 — Park City Outlet Mall, Park City, UT
10. Outlet Store #44 — Park City Outlet Mall, Park City, UT
11. Outlet Store #51 — Las Vegas South Premium Outlets, Las Vegas, NV
11. Outlet Store #51 — Las Vegas South Premium Outlets, Las Vegas, NV
12. Outlet Store #58 — Wrentham Village Premium Outlets, Wrentham, MA
Medium
⚑ Assignment / subcontracting
12. Outlet Store #58 — Wrentham Village Premium Outlets, Wrentham, MA C. Action Items — Landlord Waivers The following action items are required to ensure timely delivery of all Landlord Waivers: (i) Calderwood & Harkness will prepare and circulate to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A., a proposed form of Landlord Waiver and Collateral Access Agreement for use at each of the twelve s
II. Insurance Endorsements
II. Insurance Endorsements A. Overview Pursuant to Section 6.06 of the Credit Agreement and Section 5.4 of the Security Agreement dated as of May 4, 2023 (the "Security Agreement"), the Loan Parties are required to maintain insurance policies covering the ABL Collateral in accordance with the requirements set forth in those agreements, and to cause the Administrative Agent (Crescent Harbor Bank, N.A.) to be named as
1. Pinnacle Assurance Company (Property & Casualty Carrier)
1. Pinnacle Assurance Company (Property & Casualty Carrier) The Loan Parties are required to cause Pinnacle Assurance Company, the property and casualty insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing property and casualty insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent, as loss payee with respect to all inventory and ot
2. Kelvantis Mutual Insurance Group (Umbrella / Business Interruption Carrier)
2. Kelvantis Mutual Insurance Group (Umbrella / Business Interruption Carrier) The Loan Parties are required to cause Kelvantis Mutual Insurance Group, the umbrella and business interruption insurance carrier for the Loan Parties, to issue an updated endorsement to the Loan Parties' existing umbrella and business interruption insurance policy. The endorsement must name Crescent Harbor Bank, N.A., as Collateral Agent,
III. Intercompany Note — Cascade Retail Canada ULC
High
⚑ Uncapped liability exposure
III. Intercompany Note — Cascade Retail Canada ULC A. Overview Pursuant to Section 6.14(c) of the Credit Agreement, the Loan Parties are required to deliver to the Administrative Agent evidence of any intercompany indebtedness between any Loan Party and Cascade Retail Canada ULC ("CRC"), an unlimited liability company organized under the laws of the Province of British Columbia, Canada. CRC is an Excluded Subsidiary
IV. Summary Schedule of Post-Closing Obligations
IV. Summary Schedule of Post-Closing Obligations The following table summarizes all post-closing deliverables, the party or parties responsible for each deliverable, the applicable due date, and the current status of each item. We will update this schedule on a regular basis and circulate revised versions to CRH, Whitfield, Greer & Holloway LLP, and Crescent Harbor Bank, N.A. as items are completed.
V. Additional Reminders — Ongoing Reporting Obligations
V. Additional Reminders — Ongoing Reporting Obligations While not post-closing deliverables within the meaning of Section 6.14 of the Credit Agreement, the following ongoing reporting and compliance obligations will come due shortly after the Closing Date, and we wish to bring them to CRH's attention now so that the necessary preparations can be made in parallel with the post-closing deliverable process. Borrowing Ba
VI. Contact Information and Coordination
VI. Contact Information and Coordination To facilitate efficient completion of all post-closing deliverables, we set forth below the relevant contact information for each of the parties involved in the post-closing process. A. Calderwood & Harkness LLP — Borrowers' Counsel The following attorneys at Calderwood & Harkness will be handling the post-closing matters described in this letter: Marcus Leung, Associate — Ban