Reso 2011-1749 - Laserfiche WebLink

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Leasehold Mortgagee at its address as set forth in the notice to Landlord, or at such other address as shall be designated from time to time by such holder by notice in writing given to Landlord. Any notice or other communication which any Leasehold Mortgagee shall desire or is required to give to or serve upon Landlord shall be deemed to have been given or served if sent as set forth in the provisions of the Lease providing for notices to Landlord. Section 4. Amendment. Landlord will not modify, amend or accept a surrender of this Lease without the prior written consent of the Leasehold Mortgagee. ARTICLE XIX Assignment and Subletting Section 1. Assignment. Except as hereinafter provided, Tenant may not assign its interest in this Lease without Landlord's consent, which may be granted or withheld in Landlord's sole discretion. Notwithstanding the foregoing, the Landlord recognizes that the Tenant may assign this Lease to, or may otherwise merge or consolidate its operation with, an affiliate of the Tenant. Such assignment, merger or consolidation shall not require the consent of the Landlord. For purposes of this Section 1, "affiliate" means, with respect to Tenant, (i) any entity directly or indirectly controlling, controlled by, or under common control with Tenant, or (ii) any entity in which Tenant owns at least twenty five percent (25%) of the voting interests; provided, however, that the assigning Tenant shall not be relieved of its obligations hereunder. Section 2. Subtenant's Rights. Landlord agrees that, in the enforcement of its rights under this Lease, it shall not disturb the occupancy of subtenants approved by Landlord pursuant to subleases made in compliance with this Lease and will recognize such subleases, provided that (i) such subtenants agree to attorn to Landlord or its nominee upon the completion of such enforcement proceedings, (ii) except for security deposits, lease buyouts and termination fees, Landlord shall not be bound by payments of rent more than two (2) months in advance, and (iii) Landlord shall not be liable for defaults by Tenant before the termination of this Lease. In this regard, Landlord agrees to execute non-disturbance agreements in favor of the subtenants upon Tenant's request therefore, provided the form of non-disturbance agreement is reasonably acceptable to Landlord. ARTICLE XX Sale or Assignment by Landlord Section 1. Sale. Landlord shall only sell its interest in the Premises or this Lease (subject to the Tenant's right of first refusal provided below) on the following terms. Any such sale shall be subject to this Lease (provided the Tenant agrees to attorn to such purchaser), and the purchaser or mortgagee shall acknowledge in writing that its interest in the Premises is subject to this Lease and, with respect to a purchaser, that it assumes all the obligations and liabilities of the Landlord hereunder. At the closing of a sale of its interest in the Premises and this Lease in accordance with this Article, Landlord shall be released from any liability hereunder arising after the closing of the sale. 27 S\B