Common use of Landlords’ Agreements, Bailee Letters and Real Estate Purchases Clause in Contracts

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility, which agreement or letter shall (i) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) otherwise be reasonably satisfactory in form and substance to Agent. If, at any time, Agent has not received landlord agreements and bailee letters, in form and content described above, covering not less than fifty percent (50%) of the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right to establish such Reserves as may be established by Agent in its reasonable credit judgment. During the continuance of an Event of Default, no additional real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the occurrence and during the continuance of such Event of Default without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at that location or the establishment of Reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. 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 where such Credit Party contests the amounts in good faith, subject to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, 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 reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. Each As reasonably requested by Requisite Lenders and to the extent not otherwise addressed to Requisite Lenders’ reasonable approval in the Final Order, each Credit Party shall use commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's ’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facilityfacility or other location where Collateral is stored or located, which agreement or letter shall (i) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) shall otherwise be reasonably satisfactory in approved by form and substance to AgentRequisite Lenders. If, at any time, Agent has not received landlord agreements and bailee letters, in form and content described above, covering not less than fifty percent (50%) of After the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right to establish such Reserves as may be established by Agent in its reasonable credit judgment. During the continuance of an Event of DefaultClosing Date, no additional real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the occurrence and during the continuance of such Event of Default Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at that location or the establishment of Reserves acceptable to Agent) Requisite Lenders or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its Post-Petition obligations under all material leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located, except where such Credit Party contests the amounts in good faith, subject to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by AgentRequisite Lenders, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by AgentRequisite Lenders, in each case, in form and substance reasonably satisfactory to Agentapproved by Requisite Lenders.

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall will use its commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's agreement Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facilityfacility or other location where any material amount of Collateral consisting of Inventory or equipment or other goods is stored or located, which agreement or letter shall (iunless otherwise agreed to in writing by the Administrative Agent) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. IfWith respect to such locations or warehouse space leased as of the Closing Date and thereafter, at any timein each case with Collateral in excess of $100,000 is stored or located, if the Collateral Agent has not received landlord agreements and a Landlord Personal Property Collateral Access Agreement or bailee lettersletter as of the Closing Date (or, if later, as of the date such location is leased), any Eligible Inventory at that location shall, in form and content described abovethe Administrative Agent’s reasonable discretion, covering not less than fifty percent (50%) of the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right be subject to establish such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. During the continuance of an Event of Default, no additional real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the occurrence and during the continuance of such Event of Default without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at that location or the establishment of Reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such locationPermitted Discretion. Each Credit Party shall will timely and fully pay and perform its obligations in all material respects under all leases and other agreements with respect to each leased location or public warehouse where any Collateral consisting of Inventory or equipment or other goods having an aggregate value in excess of $100,000 is located except to the extent that the same are being contested in good faith. Notwithstanding the foregoing, no Credit Party shall be required to pay any consideration to obtain any Landlord Personal Property Collateral Access Agreement or may be locatedbailee letter, except where as applicable (other than the reasonable fees and expenses of counsel). In no event shall the failure to obtain any Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, constitute a Default or an Event of Default so long as such Credit Party contests the amounts in good faith, subject has used its commercially reasonable efforts to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if obtain same as required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agentabove.

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. (a) Each Credit Party shall use commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's ’s waiver and consent 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 facilityfacility or other location where Collateral is stored or located, which agreement or letter shall (i) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) otherwise be reasonably satisfactory in form and substance to Agent. IfWithout limiting any other rights Agent may have to establish Reserves with respect to such locations or warehouse space leased or owned as of the Closing Date, at any time, if Agent has not received landlord agreements and a landlord’s agreement or bailee letters, in form and content described above, covering not less than fifty percent (50%) letter as of the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right to establish Closing Date (or such Reserves later date as may be established agreed to by Agent in its sole discretion), the Collateral at that location shall, in Agent’s reasonable credit judgment. During , be subject to a Rent Reserve. (b) If after the continuance Closing Date, any Credit Party or any of an Event of Default, no additional its Subsidiaries (i) enters into a lease for real property or warehouse space shall be leased by any Credit Party or (ii) establishes arrangements or enters into Contractual Obligations pursuant to which Parts Inventory or Rental Fleet and no Inventory Equipment shall be shipped to a processor or converter under arrangements established after converter, such Credit Party or Subsidiary, as the occurrence case may be, shall use commercially reasonable efforts to cause a landlord’s waiver and during the continuance of consent agreement or bailee letter, as appropriate, to be obtained with respect to such Event of Default without the prior written consent of Agent (which consent, location in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at that location or the establishment of Reserves acceptable form and substance reasonably satisfactory to Agent) or, ; provided that unless and until a reasonably satisfactory landlord such time as such landlord’s waiver and consent agreement or bailee letter, as appropriate, shall first have been be obtained with and delivered to Agent, each of the Credit Parties agrees that Agent shall be permitted (i) in the case of any leased real property, to establish a Rent Reserve in respect of such location and (ii) in the case of Parts Inventory or Rental Fleet and Equipment located at any warehouse facility or shipped to any processor or converter, to exclude such locationParts Inventory or Rental Fleet and Equipment from the Borrowing Base. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform its their material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral Parts Inventory or Rental Fleet and Equipment is or may be located, except where such Credit Party contests the amounts in good faith, subject to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, 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 reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall will use its commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's agreement Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facilityfacility or other location where any material amount of Collateral consisting of Inventory or equipment or other goods is stored or located, which agreement or letter shall (iunless otherwise agreed to in writing by the Co-Collateral Agents) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) shall otherwise be reasonably satisfactory in form and substance to Agentthe Co-Collateral Agents. IfWith respect to such locations or warehouse space leased as of the Closing Date and thereafter, at any timein each case with Collateral in excess of $100,000 is stored or located, if the Collateral Agent has not received landlord agreements and a Landlord Personal Property Collateral Access Agreement or bailee lettersletter as of the Closing Date (or, if later, as of the date such location is leased), any Eligible Inventory at that location shall, in form and content described abovethe Co-Collateral Agents’ reasonable discretion, covering not less than fifty percent (50%) of the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right be subject to establish such Reserves as may be established by Agent the Co-Collateral Agents in its reasonable credit judgment. During the continuance of an Event of Default, no additional real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the occurrence and during the continuance of such Event of Default without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at that location or the establishment of Reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such locationtheir Permitted Discretion. Each Credit Party shall will timely and fully pay and perform its obligations in all material respects under all leases and other agreements with respect to each leased location or public warehouse where any Collateral consisting of Inventory or equipment or other goods having an aggregate value in excess of $100,000 is located except to the extent that the same are being contested in good faith. Notwithstanding the foregoing, no Credit Party shall be required to pay any consideration to obtain any Landlord Personal Property Collateral Access Agreement or may be locatedbailee letter, except where as applicable (other than the reasonable fees and expenses of counsel). In no event shall the failure to obtain any Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, constitute a Default or an Event of Default so long as such Credit Party contests the amounts in good faith, subject has used its commercially reasonable efforts to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if obtain same as required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agentabove.

Landlords’ Agreements, Bailee Letters and Real Estate Purchases. (a) Each Credit Party shall use commercially reasonable efforts for a period ending 60 days following the Closing Date (and, in addition thereto, in connection with the execution of any new, replacement or extension lease agreement or bailment arrangement) to obtain a landlord's ’s waiver and consent 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 facilityfacility or other location where Collateral is stored or located in a Landlord Lien State, which agreement or letter shall (i) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, (ii) include, as an exhibit thereto, a copy of the lease or bailment agreement applicable thereto, and (iii) otherwise be reasonably satisfactory in form and substance to the Decision Agent (any such agreement or letter delivered prior to the Restatement Effective Date shall be deemed reasonably satisfactory in form and substance to the Decision Agent). IfWithout limiting any other rights Decision Agent may have to establish Reserves with respect to such locations or warehouse space leased or owned as of the Restatement Effective Date, at any time, if the Decision Agent has not received landlord agreements and a landlord’s agreement or bailee letters, in form and content described above, covering not less than fifty percent letter on or prior to the Restatement Effective Date (50%) of the Credit Parties' Rental Equipment, Wholesale Disposables and Equipment Disposables located at all leased facilities and held by all bailees, then Agent shall have the right to establish or such Reserves later date as may be established agreed to by Agent in its reasonable credit judgment. During sole discretion), the continuance Collateral at that location in a Landlord Lien State shall, in the Decision Agent’s Permitted Discretion, be subject to a Rent Reserve (without duplication of an Event existing Reserves). (b) If after the Restatement Effective Date, any Credit Party or any of Default, no additional its Subsidiaries (i) enters into a lease for real property or warehouse space shall be leased by any Credit Party or (ii) establishes arrangements or enters into Contractual Obligations pursuant to which Rental Fleet and no Inventory Equipment shall be shipped to a processor or converter under arrangements established after converter, such Credit Party or Subsidiary, as the occurrence case may be, shall use commercially reasonable efforts to cause a landlord’s waiver and during consent agreement or bailee letter, as appropriate, to be obtained with respect to such location in a Landlord Lien State in form and substance reasonably satisfactory to the continuance of such Event of Default without the prior written consent of Agent (which consent, in Decision Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Collateral at ; provided that location or the establishment of Reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord such time as such landlord’s waiver and consent agreement or bailee letter, as appropriate, shall first have been be obtained with and delivered to Agent, each of the Credit Parties agrees that the Decision Agent shall be permitted (i) in the case of any leased real property, to establish a Rent Reserve in respect of such location and (ii) in the case of Rental Fleet and Equipment located at any warehouse facility or shipped to any processor or converter, to exclude such locationRental Fleet and Equipment from the Borrowing Base or establish a Rent Reserve (but not both). Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform its their material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral Rental Fleet and Equipment is or may be located, except where such Credit Party contests the amounts in good faith, subject to the terms of the proviso set forth in Section 5.2(b). To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, 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 reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.