5.2. SR 12-07-1998 - Laserfiche WebLink

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EXHIBIT D Mortgagee Agreement Terms and Conditions The Mortgagee Agreement shall contain, among other things, the following terms, provisions and conditions: The following basic terms: The parties shall agree that nothing contained therein shall be intended or construed as a subordination of Lessor's interests in the Leasehold Property to the Leasehold Mortgage, including without limitation Lessor's option to reenter and sublease the Leasehold Property pursuant to Section 12.2 of the Lease Agreement and all of Lessor's rights relating to remedies set forth in Article 12 thereof. The decision whether to cure a default and assume the Lessee's obligations or pay the Leasehold Mortgage in full shall be at Lessor's sole discretion, and the mortgagee and Lessee shall agree to accept a decision by Lessor to cure and assume the Leasehold Mortgage. Lessor may, at its sole reasonable discretion, elect to sublet the Leasehold Property to a sublessee of its choice, provided that such sublessee meets the mortgagee's reasonable credit requirements and agrees to assume the obligations of the Lessee pursuant to the Leasehold Mortgage. The Lessee shall execute the Mortgagee Agreement, consenting to its terms and agreeing to waive and hold harmless Lessor as to any claims, actions or rights Lessee may have in connection with the Mortgagee Agreement, the Leasehold Mortgage, or Lessor's potential cure and assumption or repayment of the Leasehold Mortgage pursuant to the terms of the Mortgagee Agreement. The Mortgagee Agreement shall state that Lessee has obtained the advice of legal counsel regarding the impact of the Mortgagee Agreement on its rights and obligations pursuant to the Leasehold Mortgage and the Lease Agreement. The Mortgagee Agreement shall expire upon the earlier of the following occurrences: (i) Lessee's repayment in full of the Leasehold Mortgage; (ii) modification or amendment of the terms of the Leasehold Mortgage without Lessor's prior written consent; (iii) the sum of all amounts necessary to pay in full (including without limitations principal, accrued interest, taxes, and insurance) the Leasehold Mortgage shall exceed Four Hundred Forty-One Thousand Dollars ($441,000.00); (iv) the Leasehold Property or any part thereof shall have been taken in condemnation proceedings or by exercise of any right of eminent domain or by agreement, (v) the mortgagee or Lessee shall have assigned all or any part of its interests in the Leasehold Mortgage or the Leasehold Property without Lessor's prior written consent, (vi) the maturity date stated on the note evidencing the debt secured by the Leasehold Mortgage, or (vii) the expiration of the term of the Lease Agreement. BURNIS 566679.3 D-1