Assignment with Consent. Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Leased Assets or any portion thereof, or license the use of all or any portion of the Leased Assets without the prior express written consent of the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) any assignment, sublease or outsourcing by Tenant shall be freely permitted to the extent such assignment, sublease or outsourcing is not in violation of the borrower’s covenants under the Loan Agreement; and (i) that any leases or subleases of the Leased Assets existing as of the Commencement Date shall be expressly permitted hereunder. If any of the foregoing prohibited acts shall be effected by Tenant or if any part of the Leased Assets be occupied by anybody other than Tenant, other than as provided for herein, Landlord may collect rent from the assignee, transferee, subtenant, concessionaire, licensee, occupant or the like, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Article 13, or the acceptance of the third Person thereof as Tenant, or a release of Tenant from the further performance by Tenant of this Lease. Notwithstanding the foregoing, any Successor Landlord (as defined herein) shall have the right, in its reasonable discretion, to prohibit any assignment, sublease, or outsourcing.
Appears in 2 contracts
Samples: Lease Agreement (Bh Re LLC), Lease Agreement (Bh Re LLC)
Assignment with Consent. Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Leased Assets or any portion thereof, or license the use of all or any portion of the Leased Assets without, in each of the foregoing instances, the prior express written consent of Landlord, exercisable in Landlord’s sole discretion and in accordance with all Applicable Laws, and the express consent of any Facility Mortgagee(s), not to be unreasonably withheld; provided, however, Landlord hereby expressly consents to the Sublease; provided, further, that Tenant shall not modify, amend, alter or terminate, in whole or in part, the Sublease without the prior express written consent of the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) any assignment, sublease or outsourcing by Tenant shall be freely permitted to the extent such assignment, sublease or outsourcing is not exercisable in violation of the borrowerLandlord’s covenants under the Loan Agreement; sole discretion and (i) that any leases or subleases of the Leased Assets existing as of the Commencement Date shall be expressly permitted hereunder. If any of the foregoing prohibited acts shall be effected by Tenant or if any part of the Leased Assets be occupied by anybody other than Tenant, other than as provided for herein, Landlord may collect rent from the assignee, transferee, subtenant, concessionaire, licensee, occupant or the like, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Article 13, or the acceptance of the third Person thereof as Tenant, or a release of Tenant from the further performance by Tenant of this Leasein accordance with all Applicable Laws. Notwithstanding the foregoing, in the event that any Successor Landlord (as defined herein) Facility Loan Documents provide circumstances under which the Sublease is required to be terminated at the request of the Facility Mortgagee thereunder, including Section 9.6 of the Facility Loan Agreement, then, at the request of such Facility Mortgagee and subject to all Applicable Laws, Tenant shall have terminate the right, in Sublease pursuant to its reasonable discretion, to prohibit any assignment, sublease, or outsourcingavailable termination rights thereunder.
Appears in 1 contract
Assignment with Consent. Except as otherwise provided in Article 18.1, Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber may only assign this Lease nor the leasehold estate hereby created in part or any interest herein, whole or sublet the Leased Assets or any portion thereof, or license the use of all or any portion part of the Leased Assets without Premises if Tenant first obtains Landlord's consent to the prior express written consent of the proposed assignee or subtenant in writing. Landlord, which 's consent shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) any assignment, sublease or outsourcing by Tenant . Landlord shall be freely permitted deemed to have consented if Landlord does not respond to Tenant's request within fifteen (15) days after delivery of Tenant's request for consent to Landlord. In the extent case of any modification of this Lease made by Landlord after the date of an assignment or other transfer of this Lease by Tenant, if such assignmentmodification increases or enlarges the obligations of Tenant or reduces the rights of Tenant, sublease then (a) Tenant named in this Lease and each respective assignor or outsourcing is transferor shall not in violation of the borrower’s covenants be liable under the Loan Agreement; or bound by such increase, enlargement or reduction, and (ib) that in the case of any leases waiver by Landlord of a specific obligation of an assignee or subleases transferee of the Leased Assets existing as of the Commencement Date shall be expressly permitted hereunder. If any of the foregoing prohibited acts shall be effected by Tenant or if any part of the Leased Assets be occupied by anybody other than Tenant, other than as provided for herein, Landlord may collect rent from the assignee, transferee, subtenant, concessionaire, licensee, occupant or the like, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection waiver shall also be deemed a waiver of such obligation with respect to the immediate and remote assignors or transferors of such assignee or transferee. Landlord approval of any sublet or assignment shall be on the form attached as Exhibit E. Landlord's consent or refusal of consent shall be in writing and, if Landlord refuses consent, the reasons for refusal shall be stated with particularity. Landlord's consent to an assignment or sublease shall be accompanied by a statement addressed to Tenant and the assignee or subtenant, upon which statement Tenant and the assignee or subtenant may conclusively rely, stating that Tenant is not in default under the Lease (or setting forth in what respects Tenant is in default), that this Article 13Lease has not been amended or modified (or setting forth such amendments or modifications), or the acceptance of the third Person thereof as Tenant, or a release of Tenant from the further performance by Tenant expiration date of this Lease, and the date to which Rent has been paid. Notwithstanding In no event shall Tenant be prohibited from assigning this Lease in part or in whole or sublet all or any part of the foregoing, Premises on the grounds that the proposed assignee or subtenant is a prospective tenant of any Successor Landlord (as defined herein) shall have of the right, in its reasonable discretion, to prohibit any assignment, sublease, or outsourcingfive Buildings currently comprising the Premises.
Appears in 1 contract
