the provisions of a certain lease (the
"Lease") dated
, between the Landlord and
[insert name of Borrower or Guarantor] (the "Lessee"), the
Landlord has leased approximately
square feet situated on the
property described as
(the "Premises"). Since all or a part
of the Collateral may be located on or affixed to the Premises, the
Administrative Agent and the Lenders have required, as a condition to making the
Loans, the execution and delivery of this Agreement by the Landlord.
NOW, THEREFORE, to induce the Administrative Agent and the Lenders to make the
Loans available to the Borrower, the Landlord, intending to be legally bound
hereby covenants and agrees with the Administrative Agent and the Lenders as
follows:
145. THE LANDLORD HEREBY AGREES THAT ANY OF THE COLLATERAL MAY BE AFFIXED TO THE
PREMISES AND SHALL REMAIN PERSONAL PROPERTY NOTWITHSTANDING THE MANNER IN WHICH
IT IS AFFIXED THERETO AND CONSENTS TO THE SECURITY INTEREST AND LIEN OF THE
ADMINISTRATIVE AGENT, THE LENDERS, AND THEIR SUCCESSORS AND ASSIGNS IN THE
COLLATERAL LOCATED ON, AT OR ABOUT OR AFFIXED TO THE PREMISES. THIS WAIVER SHALL
APPLY TO ANY OF THE COLLATERAL WHICH IS ALREADY LOCATED ON, AT OR ABOUT OR
AFFIXED TO THE PREMISES OR MAY HEREAFTER BE LOCATED ON, AT OR ABOUT OR AFFIXED
TO THE PREMISES.
146. THE LANDLORD HEREBY WAIVES AND RELEASES IN FAVOR OF THE ADMINISTRATIVE
AGENT AND THE LENDERS AND AGREES THAT THE ADMINISTRATIVE AGENT'S AND THE
LENDERS' LIENS AND SECURITY INTERESTS IN THE COLLATERAL SHALL BE PRIOR AND
SUPERIOR TO (A) ANY AND ALL RIGHTS OF DISTRAINT, LEVY AND EXECUTION, AND
MARSHALLING OF ASSETS WHICH THE LANDLORD MAY NOW OR HEREAFTER HAVE AGAINST THE
COLLATERAL, (B) ANY AND ALL LIENS AND SECURITY INTERESTS THAT THE LANDLORD MAY
NOW OR HEREAFTER HAVE ON THE COLLATERAL, AND (C) ANY AND ALL OTHER CLAIMS THAT
THE LANDLORD MAY NOW OR HEREAFTER HAVE ON OR AGAINST THE COLLATERAL FOR ANY RENT
OR OTHER SUMS DUE OR TO BECOME DUE TO THE LANDLORD BY THE LESSEE UNDER THE
PROVISIONS OF THE LEASE OR OTHERWISE.
147. THE ADMINISTRATIVE AGENT AND THE LENDERS MAY REMOVE THE COLLATERAL FROM THE
PREMISES WHENEVER THE ADMINISTRATIVE AGENT AND THE LENDERS DEEM IT NECESSARY TO
DO SO TO PROTECT THEIR INTERESTS, AND WITHOUT LIABILITY OR ACCOUNTABILITY TO THE
LANDLORD THEREFOR, AND THE LANDLORD HEREBY IRREVOCABLY GRANTS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THE RIGHT OF ENTRY TO THE PREMISES TO
REMOVE ANY OF THE COLLATERAL AT ANY REASONABLE TIME OR TIMES.
148. IN THE EVENT THE LESSEE DEFAULTS UNDER THE LEASE AND IS EVICTED BY THE
LANDLORD, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE RIGHT, BY
SENDING NOTICE TO THE LANDLORD, TO KEEP AND STORE ANY PORTION OF THE COLLATERAL
LOCATED AT THE PREMISES AT OR ABOUT THE DATE THE LESSEE LOSES POSSESSION OF THE
PREMISES FOR A PERIOD, DETERMINED BY THE ADMINISTRATIVE AGENT AND THE LENDERS,
OF UP TO ONE HUNDRED TWENTY (120) DAYS, COUNTING FROM THE DATE THE LESSEE LOSES
POSSESSION OF