|
A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />J.R. SMITH, CLERK
<br />LANDLORD'S WAIVER
<br />THIS LANDLORD'S WAIVER (the "Waiver") is made and given as of October 15, 2015, by
<br />Indian River County Solid Waste Disposal District, a dependant special district of Indian River County
<br />(the "Landlord"), in favor of BANKUNITED, N.A. (the "Lender").
<br />WHEREAS, Landlord has entered into a Commercial Building Lease dated December 31, 2001
<br />and a current Agreement for Lease Extension dated November 18, 2014 (the "Lease") with MWI
<br />Corporation (the "Company"), in relation to property located at 7775 9'h Street SW, Vero Beach, Honda
<br />(the "Premises" or the "Property");
<br />WHEREAS, Lender has previously entered into or is about to enter into certain financing
<br />transactions with the Company (the "Loan Documents"), and to secure such financing, the Company has
<br />granted to Lender a security interest in and lien upon the tangible and intangible personal property of the
<br />Company, including, without limitation, all of the Company's cash, cash equivalents, goods, inventory,
<br />machinery, equipment, furniture and trade fixtures, together with all additions, substitutions, replacements
<br />and improvements to, and proceeds of, the foregoing (collectively, the "Collateral"), and
<br />WHEREAS, Lender has requested that Landlord execute this Waiver.
<br />NOW, THEREFORE, in consideration of the foregoing and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby covenants
<br />and agrees with Lender as follows:
<br />1. Priority of Lender's Security Interest. Provided that the Lender's security interest in the
<br />Collateral, as created pursuant to the Loan Documents, is validly created and perfected. Landlord
<br />recognizes and acknowledges that such security interest is superior to any lien, right, claim or title of any
<br />nature which Landlord now has or hereafter may have or assert in or to the Collateral pursuant to the
<br />Lease. Subject to the other provisions in this Waiver, Landlord shall not distrain upon, or claim or assert
<br />any lien, right or title to any or all of the Collateral, which now or hereafter may be installed on said
<br />Premises, with regard to the payment of rent or any other obligation arising as a result of, or due to, a
<br />default by the Company under the Lease unless and until the lien as to the Collateral under the Loan
<br />Documents has been released.. Notwithstanding the foregoing, Landlord does not waive, relinquish or
<br />subordinate any rights or remedies that Landlord may now have, or shall ever enjoy, as a judgment
<br />creditor to the extent that any such rights or remedies arise or are perfected from and after the date hereof
<br />2. Removal of Collateral. During the term of the Lease, Lender may remove the Collateral
<br />from the Premises pursuant to the terms of this Waiver. Prior to any access of the Property, Lender shall
<br />first provide Landlord with reasonable prior written notice of Lender's intention to exercise its remedies
<br />with respect to the Collateral. No auction or sale of the Collateral shall be conducted by Lender from the
<br />Premises or the Property without Landlord's prior written consent, which consent Landlord may xvâșthhold
<br />in Landlord's sole and absolute discretion. Lender shall be solely responsible for the repair and
<br />replacement, at Lender's sole cost and expense and to Landlord's reasonable satisfaction, of all or any
<br />portion of the Property or the Premises that is damaged as a result of the presence or acts of Lender's or
<br />Lender's agents or invitees at the Property. In addition, Lender shall bear the costs of all personal injuries
<br />caused by such presence or acts of Lender or Lender's agents or invitees at the Property Lender shall act
<br />reasonably, in good faith and with due diligence, to coordinate with Landlord the removal of the
<br />Company's Collateral from the Premises during normal and customary business hours Notwithstanding
<br />the foregoing, the rights under this Section shall in no event extend beyond the stated expiry date of the
<br />Lease or the earlier termination of the Lease, upon which expiration or earlier termination, Landlord may
<br />FTLDOCS 6421430 1
<br />
|