Common use of Leasehold Mortgagee Provisions Clause in Contracts

Leasehold Mortgagee Provisions. (a) If Tenant shall enter into a Leasehold Mortgage and complies, in connection therewith, with the provisions of Section 8.5.1 and 8.5.2, Landlord shall give to such Leasehold Mortgagee, at the address of such Leasehold Mortgagee set forth in the notice mentioned in Section 8.5.2, a copy of each notice of Default by Tenant and each notice of termination of this Lease at the same time as, and whenever, any such notice of Default or termination shall be given to Tenant, and no such notice shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have been so given to each such Leasehold Mortgagee. Each Leasehold Mortgagee (i) shall thereupon have a period of ten (10) days more in the case of a monetary Default and twenty (20) days more in the case of any non-monetary Default, after notice of such Default is given to the Leasehold Mortgagee, for curing the Default, or causing the same to be cured by Tenant or otherwise, than is given Tenant after such notice is given to Tenant, and (ii) shall, within such period and otherwise as herein provided, have the right to cure such Default, cause the same to be cured by Tenant or otherwise. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition, or agreement on Tenant's part to be performed hereunder with the same force and effect as though performed by Tenant. (b) Notwithstanding the provisions of Section 8.5.3(a) hereof, no Event of Default shall be deemed to exist as long as a Leasehold Mortgagee, in good faith, (i) shall have commenced promptly to cure the Default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Unavoidable Delays, which for the purpose of this Section 8.5.3(b) shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant, or

Leasehold Mortgagee Provisions. (a) If Tenant shall enter into a Leasehold Mortgage and compliesLessor, in connection therewithupon serving Lessee with any notice of default, with or any other notice under the provisions of Section 8.5.1 or with respect to this Lease, shall also serve a copy of such notice upon any Leasehold Mortgagee provided Lessor has received prior written notice of the name and 8.5.2, Landlord shall give to address of any such Leasehold Mortgagee, at the address of such Leasehold Mortgagee set forth in the notice mentioned in Section 8.5.2, a copy of each notice of Default by Tenant and each notice of termination of this Lease at the same time as, and whenever, any such notice of Default or termination shall be given to Tenant, and no such notice by Lessor to Lessee hereunder shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have has been so given to each such Leasehold Mortgagee. Each served. (b) Should Lessee be in default hereunder, the Leasehold Mortgagee (i) shall thereupon have a period of ten (10) days more in the case of a monetary Default and twenty (20) days more in the case of any non-monetary Default, after notice of such Default is given to the Leasehold Mortgagee, for curing the Default, or causing the same to be cured by Tenant or otherwise, than is given Tenant after such notice is given to Tenant, and (ii) shall, within such period the permitted time period, and otherwise as herein provided, have the right (but not the obligation) to cure remedy such Defaultdefault, or cause the same to be cured by Tenant or otherwise. Landlord remedied, and Lessor shall accept such performance by or at the instance of such holder as if the same had been made by Lessee; and if such default is so remedied, Lessor's notice of default shall be deemed void. (c) Notwithstanding anything contained herein to the contrary, upon the occurrence of a default, Lessor shall not terminate this Lease without first giving to any Leasehold Mortgagee written notice and a reasonable time not to exceed six (6) months thereafter within which either (i) to obtain possession of the mortgaged property (including possession by a receiver) or (ii) to diligently institute, prosecute and complete foreclosure proceedings or otherwise acquire Lessee's interest under this Lease, provided that such Leasehold Mortgagee shall agree that during the period of its possession or that of a receiver appointed upon its application, such Leasehold Mortgagee shall promptly cure and pay or cause to be paid all rent due hereunder and comply with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Jd / P.S. --------------------- initials / initials Mortgagee or receiver and that promptly after the acquisition of Lessee's interest hereunder by such Leasehold Mortgagee, such Leasehold Mortgagee shall perform all other covenants and agreements Lessee shall have previously failed to perform prior to the date of delivery of possession provided that under the laws of the State of Nevada amounts expended in performance of such covenants and agreements can be added to the debt and secured by such Leasehold Mortgagee's Leasehold Mortgage. It is understood and agreed that any Leasehold Mortgagee or its nominee or any purchaser in foreclosure proceedings may become the legal owner and holder of this Lease through such foreclosure proceedings or by an assignment of this Lease in lieu of foreclosure. (d) In the event of the termination of this Lease prior to the expiration of the Lease Term, due to a default by Lessee, Lessor shall serve upon any Leasehold Mortgagee a notice that this Lease has been terminated together with a list of any sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease. Such Leasehold Mortgagee (or its designee) shall thereupon have the option, to be exercised in writing within sixty (60) days after such notice from Lessor, to obtain a new lease in accordance with the following terms and conditions: (i) Such new lease shall be effective as of the date of the termination of this Lease, and shall be for the remainder of the Lease Term of this Lease and at the rent and upon all the agreements, terms, covenants and conditions hereof, including, without limitation, any rights of renewal. (ii) Such new lease shall require the tenant thereunder to promptly perform any unfulfilled obligations of Lessee under this Lease which are reasonably susceptible of being performed by such tenant. (iii) Upon the execution of such new lease, the tenant thereunder shall promptly pay all sums which would then be due under this Lease but for termination to the extent such sums exceed the net income derived by Lessor from the Premises during the period from the date of termination of this Lease to the date of execution of such new lease. (e) Effective upon the commencement of term of any new lease executed pursuant to paragraph (d) above, all subleases and sublease security deposits and all other monies which Lessee would have been entitled to use but for the termination or expiration of this Lease shall be assigned by Lessor to the tenant under the new lease, which security deposits and monies may be used by the tenant thereunder for the purposes of and in accordance with the provisions of any such sublease and such new lease. Jd / P.S. --------------------- initials / initials (f) If at any time there shall be more than one Leasehold Mortgage, the Leasehold Mortgage prior in lien shall be vested with the rights granted a Leasehold Mortgagee under this Lease to the exclusion of any covenantjunior Leasehold Mortgagee; provided, conditionhowever, that if a Leasehold Mortgagee prior in lien to any other Leasehold Mortgagee shall fail or agreement on Tenant's part refuse to exercise any such right, each Leasehold Mortgagee in the order of priority of their respective liens shall have the right to exercise such rights; and provided further, however, that with respect to the right of a Leasehold Mortgagee under paragraph (d) above to request a new lease, such right may, notwithstanding the limitation of time set forth therein, be performed hereunder with exercised by any junior Leasehold Mortgagee within 75 days after giving of the same force and effect as though performed notice to such Leasehold Mortgagee by TenantLessor of the termination of this Lease provided a prior Leasehold Mortgagee shall not have exercised such right within the period of time set forth in paragraph (d) above. (bg) Notwithstanding Lessor and Lessee shall not enter into any agreement modifying, canceling or surrendering this Lease without the provisions prior written consent of Section 8.5.3(a) hereof, no Event of Default shall be deemed to exist as long as a any Leasehold Mortgagee. (h) Each Leasehold Mortgagee may request Lessor to deliver, in good faithwithin 10 days after request, (i) shall have commenced promptly to cure the Default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Unavoidable Delays, which for the purpose of this Section 8.5.3(b) shall include causes beyond the control of such Leasehold Mortgagee instead an estoppel certificate as prescribed in Paragraph 27 of causes beyond the control of Tenant, orthis Lease.

Leasehold Mortgagee Provisions. (a) 14.1 If Tenant shall enter into execute a deed of trust encumbering its leasehold interest hereunder (hereinafter sometimes referred to as a “Mortgage”), and if the holder of said deed of trust (hereinafter referred to as the “Leasehold Mortgagee”) shall deliver to Landlord an executed counterpart of said deed of trust in recordable form together with written notice setting forth the name and address of the Leasehold Mortgagee, then, at any time until the Mortgage and complies, in connection therewith, with shall be satisfied or the provisions of Section 8.5.1 and 8.5.2, Landlord Leasehold Mortgagee shall give to such Leasehold MortgageeLandlord written notice that the Mortgage has been satisfied. A. Except as provided in Articles 17, at the address of such Leasehold Mortgagee set forth in the notice mentioned in Section 8.5.218 and 19 hereof, a copy of each notice of Default by Tenant and each notice of except for any termination of this Lease at by reason of a default by Tenant hereunder, no cancellation, surrender, acceptance of surrender or modification of this Lease shall be binding upon any Leasehold Mortgagee or affect the same time aslien of any Mortgage, without the prior written consent of the Leasehold Mortgagee. B. No notice, demand, election or other communication required or permitted to be given under this Lease (all of the foregoing hereinafter in this Subparagraph B collectively being referred to as “Notices,” and wheneverindividually as the “Notice”) which shall be given by Landlord to Tenant shall be binding upon or affect the Leasehold Mortgagee, any such notice unless a copy of Default or termination the Notice shall be given to the Leasehold Mortgagee within the time during which the Notice shall be required or permitted to be given to Tenant. In the case of an assignment of the Mortgage or change in address of said Leasehold Mortgagee, the assignee thereof or the Leasehold Mortgagee may change the address to which copies of the Notices are to be sent as herein provided. Landlord shall not be bound to recognize any assignment of any Mortgage unless Landlord shall be given a Notice of such assignment, including a copy thereof in recordable form, together with the name and no address of the assignee and, thereafter, until a further assignment, the assignee named in such notice assignment shall be deemed to have been duly given be the Leasehold Mortgagee under this Article. If any Mortgage is held by more than one person, corporation or entity, no provision of this Lease requiring Landlord to Tenant give Notice or a copy thereof to any Leasehold Mortgagee shall be binding upon Landlord unless and until a copy thereof all of the holders of the Mortgage shall have been so given deliver to each such Leasehold Mortgagee. Each Leasehold Mortgagee (i) shall thereupon have a period of ten (10) days more in the case Landlord an original executed counterpart of a monetary Default designation, in recordable form, naming one of the holders as the individual or entity to receive all Notices and twenty (20) days more in the case copies thereof. All Notices and copies of any non-monetary Default, after notice of such Default is Notices to be given to the Leasehold Mortgagee, for curing the Default, or causing Mortgagee as provided in this Article shall be given in the same manner as set forth in this Lease for Notices from Landlord or Tenant pursuant to be cured Article 23 hereof. C. Any Leasehold Mortgagee shall have the right, but not the obligation, to perform any term, covenant, condition or agreement and to remedy any default by Tenant or otherwise, than is given Tenant after such notice is given to Tenanthereunder, and (ii) shall, within such period and otherwise as herein provided, have the right to cure such Default, cause the same to be cured by Tenant or otherwise. Landlord shall accept such performance by a any Leasehold Mortgagee of any covenant, condition, or agreement on Tenant's part to be performed hereunder with the same force and effect as though performed if furnished by Tenant; provided, however, that any rights of the Leasehold Mortgagee shall not thereby or hereby be subrogated to the rights of Landlord. (b) Notwithstanding D. If Landlord shall give any notice of an Event of Default to Tenant pursuant to the provisions of Section 8.5.3(a) Article 19 hereof, no and if such Event of Default shall not be remedied within the applicable grace period set forth in Article 19 hereof, and Landlord shall thereby, or otherwise, become entitled to give a notice of election to terminate this Lease, then, Landlord shall, prior to giving such notice of election to terminate this Lease, give to the Leasehold Mortgagee not less than ten (10) days’ additional written notice of the default, and shall allow the Leasehold Mortgagee the same opportunity to cure any Event of Default as granted to Tenant pursuant to Article 19 hereof; provided, however, that Leasehold Mortgagee shall have at least (10) days following receipt of said notice to cure said Event of Default. The rights of the Leasehold Mortgagee under this Subparagraph D are in addition to such rights as are given to the Leasehold Mortgagee under Subparagraph G of this Section 14.1. E. If Tenant fails to perform or observe any term, covenant, condition or agreement to be performed by Tenant under this Lease, and if Landlord shall not elect to terminate this Lease pursuant to Articles 17, 18 or 19 and shall instead bring a proceeding to dispossess Tenant and/or other occupants of the Leased Premises or to re-enter the Leased Premises or to terminate this Lease, then Landlord shall, before commencing any proceeding pursuant to applicable law, give the Leasehold Mortgagee ten (10) days’ written notice of the occurrence of any Event of Default and shall allow the Leasehold Mortgagee the same opportunity to cure any Event of Default as granted Tenant pursuant to Article 19 hereof; provided, however, that Leasehold Mortgagee shall have at least ten (10) days following receipt of said notice to cure said Event of Default. The rights of the Leasehold Mortgagee under this Subparagraph E are in addition to such rights as are given to the Leasehold Mortgagee under Subparagraph G of this Section 14.1. F. Tenant may delegate irrevocably to any Leasehold Mortgagee Tenant’s right of election under Section 365(h) of the Bankruptcy Code of 1978, as amended from time to time, to remain in possession of the Leased Premises in the event of Landlord’s bankruptcy, but no such delegation shall be binding upon Landlord unless and until either Tenant or any Leasehold Mortgagee shall deliver to Landlord a signed counterpart, in recordable form, of a written instrument evidencing such delegation. Such delegation of authority may be affected by the terms of the Mortgage itself, in which case the service upon Landlord of an executed counterpart of the Mortgage in accordance with this Article, together with written notice specifying the provisions therein which delegate such authority to the Leasehold Mortgagee, shall be deemed sufficient notice to Landlord of the delegation. G. If Tenant fails to perform or observe any term, covenant, condition or agreement on Tenant’s part to be performed under this Lease, other than a term, covenant, condition or agreement requiring the payment of a sum of money, and if the Event of Default is of such a nature that the same cannot practicably be cured by the Leasehold Mortgagee without taking possession of the Leased Premises, or if the Event of Default is of such a nature that it cannot be cured by the Leasehold Mortgagee, and provided Landlord shall not be subject to any criminal liability, then Landlord shall not serve a notice of election to terminate this Lease pursuant to Article 19 hereof, or otherwise terminate the leasehold estate of Tenant hereunder by reason of such Event of Default; provided, however, the Leasehold Mortgagee complies with the provisions set forth in Subparagraphs (G)(1), (2) and (3) below. (1) Leasehold Mortgagee shall deliver to Landlord, prior to the date on which Landlord would be entitled to give notice of election to terminate or to commence proceedings to terminate this Lease, a written instrument wherein the Leasehold Mortgagee unconditionally guarantees to Landlord that the Leasehold Mortgagee shall cure any Event of Default which cannot practicably be cured by the Leasehold Mortgagee without taking possession of the Leased Premises and shall indemnify and hold harmless Landlord against all claims, demands, expenses, including, but not limited to, reasonable attorneys’ fees, damages, fines and penalties (all of the foregoing being hereinafter in this Subparagraph G referred to as “Damages”) occasioned by any delay on the part of Landlord in giving such notice of election or commencing such proceedings, and agrees that, if this Lease thereafter shall be terminated prior to the curing of such default, the Leasehold Mortgagee shall pay to Landlord the cost to cure such default and the amount of the Damages, and if the Leasehold Mortgagee shall be an entity other than a life insurance company, bank or trust company regulated by the State of California or by other governmental authority having jurisdiction, such instrument of guaranty shall be accompanied by security, reasonably satisfactory to Landlord, sufficient to assure payment of the cost of curing such default and payment of the amount of the Damages. (2) Leasehold Mortgagee shall proceed diligently to obtain possession of the Leased Premises as mortgagee (through the appointment of a receiver or otherwise), and, upon obtaining possession, shall promptly commence and duly prosecute to completion such action as may be necessary to cure any Event of Default which cannot be cured by the Leasehold Mortgagee without taking possession of the Leasehold Premises. (3) If the Leasehold Mortgagee cannot cure an Event of Default, then the Leasehold Mortgagee shall promptly institute and diligently prosecute to completion foreclosure proceedings, unless, in the meantime, the Leasehold Mortgagee shall acquire Tenant’s estate hereunder, either in its own name or through a nominee, by exercise of a power of sale or by assignment in lieu of foreclosure. 14.2 The Leasehold Mortgagee shall not be required to continue to proceed to obtain possession, or to continue in possession as mortgagee of the Leased Premises pursuant to Subparagraph G(2) of Section 14.1 hereof, or to continue to prosecute foreclosure proceedings pursuant to Subparagraph G(3) of Section 14.1 hereof, if any Event of Default described therein shall be cured, and provided the Leasehold Mortgagee pays to Landlord all “Damages.” Nothing herein shall preclude Landlord from exercising any of its rights or remedies with respect to any other default by Tenant during any period when Landlord shall be forebearing termination of this Lease as set forth in Subparagraphs G(1), (2) and (3) of Section 14.1 hereof; provided, however, the Leasehold Mortgagee shall have all of the rights and protections set forth therein. 14.3 If this Lease shall terminate pursuant to Articles 17, 18 or 19 hereof, or shall otherwise terminate by reason of a default of Tenant hereunder, and if within thirty (30) days after such termination the Leasehold Mortgagee, by written notice to Landlord, shall request Landlord to enter into a new lease of the Leased Premises pursuant to this Section 14.3 (“New Lease’), then Landlord shall enter into the New Lease with said Leasehold Mortgagee. Leasehold Mortgagee shall deliver to Landlord written notice as required by this Section 14.3 and a written instrument unconditionally guaranteeing the curing of all defaults of the Tenant under this Lease and all defaults of the tenant under the New Lease which shall exist on the actual date of delivery of said New Lease, and, if the Leasehold Mortgagee shall be an entity other than a life insurance company, bank or trust company regulated by the State of California or other governmental authority having jurisdiction, such instrument of guaranty shall be accompanied by security, reasonably satisfactory to Landlord, sufficient to insure payment of the cost of curing all defaults. The New Lease shall commence, and rent and all obligations of the tenant thereunder shall accrue, as of the date of termination of this Lease. The term of the New Lease shall continue for the period which would have constituted the remainder of the term of this Lease had this Lease not been terminated, and shall be upon all of the terms, covenants, conditions, conditional limitations and agreements contained herein which were in force and effect immediately prior to the termination of this Lease. The New Lease, and this covenant, shall be superior to all rights, liens and interests, other than those to which this Lease shall have been subject immediately prior to termination and those matters to which this Lease may, by its terms, become subject. The provisions of the immediately preceding sentence shall be self-executing, and Landlord shall have no obligation to do anything, other than to execute the New Lease as herein provided, to assure the Leasehold Mortgagee or the tenant under the New Lease good title to the leasehold estate granted thereby. Any subtenant in the Leased Premises whose sublease was in force and effect immediately prior to the delivery of the New Lease shall attorn to the tenant under the New Lease, unless the tenant of the New Lease shall, at its option, elect to dispossess such subtenant or otherwise terminate the sublease held by such subtenant. Any subtenant who hereafter subleases space within the Leased Premises shall be deemed to exist as long as a Leasehold Mortgagee, in good faith, (i) shall have commenced promptly agreed to cure the Default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Unavoidable Delays, which for the purpose provisions of this Section 8.5.3(b) 14.3. The foregoing shall include causes beyond not be deemed to obligate Landlord to keep any sublease in force and effect after the control termination of such this Lease, nor shall Landlord have any obligation to terminate any sublease or to dispossess any subtenant. Leasehold Mortgagee instead shall, simultaneously with the delivery of causes beyond the control New Lease, pay to Landlord (a) all rent and other sums of money due under this Lease on the date of termination of this Lease and remaining unpaid; plus (b) all rent and other sums of money due under the New Lease for the period from the date of commencement of the term thereof to the date of delivery of the New Lease; plus (c) all costs and expenses, including but not limited to reasonable attorneys’ fees, court costs and litigation expenses, incurred by Landlord in connection with termination of the Leased Premises, putting the Leased Premises in good condition and repair, and the preparation, execution and delivery of the New Lease. Simultaneously, the Landlord shall pay over to the Leasehold Mortgagee any rentals, less costs and expenses of collection, received by Landlord, between the date of termination of the Lease and the date of the New Lease, received from subtenants or other occupants of the Leased Premises which had not been applied by Landlord towards the cost of operating the Leased Premises or performing the obligations of Tenant. If more than one Leasehold Mortgagee exercises its right to obtain a new lease pursuant to this Section 14.3, orthen only the Leasehold Mortgagee holding the lien of highest priority shall be entitled to the New Lease free and clear of the rights of all other lienors. If the Leasehold Mortgagee shall exercise its right to obtain the New Lease, but shall fail to execute the New Lease when tendered by Landlord, or shall fail to comply timely with the other provisions of this Section 14.3, then the Leasehold Mortgagee shall forfeit Leasehold Mortgagee’s rights to the New Lease or any other rights under this Section 14.3 and Landlord shall not be obligated to offer a New Lease to any other Leasehold Mortgagee. Except as provided in this Section 14.3, no Mortgage now or hereafter deemed to be a lien upon this Lease shall extend or affect the reversionary interest and estate of Landlord in and to the Leased Premises, or in any manner affect the Leased Premises from and after any expiration or termination of this Lease.

Leasehold Mortgagee Provisions. (a) 14.1 If Tenant shall enter into execute a deed of trust encumbering its leasehold interest hereunder (hereinafter sometimes referred to as a "Mortgage"), and if the holder of said deed of trust (hereinafter referred to as the "Leasehold Mortgagee") shall deliver to Landlord an executed counterpart of said deed of trust in recordable form together with written notice setting forth the name and address of the Leasehold Mortgagee, then, at any time until the Mortgage and complies, in connection therewith, with shall be satisfied or the provisions of Section 8.5.1 and 8.5.2, Landlord Leasehold Mortgagee shall give to such Leasehold MortgageeLandlord written notice that the Mortgage has been satisfied. A. Except as provided in Articles 17, at the address of such Leasehold Mortgagee set forth in the notice mentioned in Section 8.5.218 and 19 hereof, a copy of each notice of Default by Tenant and each notice of except for any termination of this Lease at by reason of a default by Tenant hereunder, no cancellation, surrender, acceptance of surrender or modification of this Lease shall be binding upon any Leasehold Mortgagee or affect the same time aslien of any Mortgage, without the prior written consent of the Leasehold Mortgagee. B. No notice, demand, election or other communication required or permitted to be given under this Lease (all of the foregoing hereinafter in this Subparagraph B collectively being referred to as "Notices," and wheneverindividually as the "Notice") which shall be given by Landlord to Tenant shall be binding upon or affect the Leasehold Mortgagee, any such notice unless a copy of Default or termination the Notice shall be given to the Leasehold Mortgagee within the time during which the Notice shall be required or permitted to be given to Tenant. In the case of an assignment of the Mortgage or change in address of said Leasehold Mortgagee, the assignee thereof or the Leasehold Mortgagee may change the address to which copies of the Notices are to be sent as herein provided. Landlord shall not be bound to recognize any assignment of any Mortgage unless Landlord shall be given a Notice of such assignment, including a copy thereof in recordable form, together with the name and no address of the assignee and, thereafter, until a further assignment, the assignee named in such notice assignment shall be deemed to have been duly given be the Leasehold Mortgagee under this Article. If any Mortgage is held by more than one person, corporation or entity, no provision of this Lease requiring Landlord to Tenant give Notice or a copy thereof to any Leasehold Mortgagee shall be binding upon Landlord unless and until all of the holders of the Mortgage shall deliver to Landlord an original executed counterpart of a copy thereof designation, in recordable form, naming one of the holders as the individual or entity to receive all Notices and copies thereof. All Notices and copies of Notices to be given to the Leasehold Mortgagee as provided in this Article shall be given in the same manner as set forth in this Lease for Notices from Landlord or Tenant pursuant to Article 23 hereof. C. Any Leasehold Mortgagee shall have been so the right, but not the obligation, to perform any term, covenant, condition or agreement and to remedy any default by Tenant hereunder, and Landlord shall accept such performance by any Leasehold Mortgagee with the same force and effect as if furnished by Tenant; provided, however, that any rights of the Leasehold Mortgagee shall not thereby or hereby be subrogated to the rights of Landlord. D. If Landlord shall give any notice of an Event of Default to Tenant pursuant to the provisions of Article 19 hereof, and if such Event of Default shall not be remedied within the applicable grace period set forth in Article 19 hereof, and Landlord shall thereby, or otherwise, become entitled to give a notice of election to terminate this Lease, then, Landlord shall, prior to giving such notice of election to terminate this Lease, give to the Leasehold Mortgagee not less than ten (10) days' additional written notice of the default, and shall allow the Leasehold Mortgagee the same opportunity to cure any Event of Default as granted to Tenant pursuant to Article 19 hereof; provided, however, that Leasehold Mortgagee shall have at least (10) days following receipt of said notice to cure said Event of Default. The rights of the Leasehold Mortgagee under this Subparagraph D are in addition to such rights as are given to each such Leasehold Mortgagee. Each the Leasehold Mortgagee under Subparagraph G of this Section 14.1. E. If Tenant fails to perform or observe any term, covenant, condition or agreement to be performed by Tenant under this Lease, and if Landlord shall not elect to terminate this Lease pursuant to Articles 17, 18 or 19 and shall instead bring a proceeding to dispossess Tenant and/or other occupants of the Leased Premises or to re-enter the Leased Premises or to terminate this Lease, then Landlord shall, before commencing any proceeding pursuant to applicable law, give the Leasehold Mortgagee ten (i10) days' written notice of the occurrence of any Event of Default and shall thereupon allow the Leasehold Mortgagee the same opportunity to cure any Event of Default as granted Tenant pursuant to Article 19 hereof; provided, however, that Leasehold Mortgagee shall have a period of at least ten (10) days more following receipt of said notice to cure said Event of Default. The rights of the Leasehold Mortgagee under this Subparagraph E are in addition to such rights as are given to the Leasehold Mortgagee under Subparagraph G of this Section 14.1. F. Tenant may delegate irrevocably to any Leasehold Mortgagee Tenant's right of election under Section 365(h) of the Bankruptcy Code of 1978, as amended from time to time, to remain in possession of the Leased Premises in the case event of Landlord's bankruptcy, but no such delegation shall be binding upon Landlord unless and until either Tenant or any Leasehold Mortgagee shall deliver to Landlord a signed counterpart, in recordable form, of a monetary Default and twenty (20) days more written instrument evidencing such delegation. Such delegation of authority may be affected by the terms of the Mortgage itself, in which case the case service upon Landlord of any non-monetary Defaultan executed counterpart of the Mortgage in accordance with this Article, after together with written notice of specifying the provisions therein which delegate such Default is given authority to the Leasehold Mortgagee, for curing shall be deemed sufficient notice to Landlord of the Defaultdelegation. G. If Tenant fails to perform or observe any term, or causing the same to be cured by Tenant or otherwise, than is given Tenant after such notice is given to Tenant, and (ii) shall, within such period and otherwise as herein provided, have the right to cure such Default, cause the same to be cured by Tenant or otherwise. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition, condition or agreement on Tenant's part to be performed under this Lease, other than a term, covenant, condition or agreement requiring the payment of a sum of money, and if the Event of Default is of such a nature that the same cannot practicably be cured by the Leasehold Mortgagee without taking possession of the Leased Premises, or if the Event of Default is of such a nature that it cannot be cured by the Leasehold Mortgagee, and provided Landlord shall not be subject to any criminal liability, then Landlord shall not serve a notice of election to terminate this Lease pursuant to Article 19 hereof, or otherwise terminate the leasehold estate of Tenant hereunder by reason of such Event of Default; provided, however, the Leasehold Mortgagee complies with the same provisions set forth in Subparagraphs (G)(1), (2) and (3) below. (1) Leasehold Mortgagee shall deliver to Landlord, prior to the date on which Landlord would be entitled to give notice of election to terminate or to commence proceedings to terminate this Lease, a written instrument wherein the Leasehold Mortgagee unconditionally guarantees to Landlord that the Leasehold Mortgagee shall cure any Event of Default which cannot practicably be cured by the Leasehold Mortgagee without taking possession of the Leased Premises and shall indemnify and hold harmless Landlord against all claims, demands, expenses, including, but not limited to, reasonable attorneys' fees, damages, fines and penalties (all of the foregoing being hereinafter in this Subparagraph G referred to as "Damages") occasioned by any delay on the part of Landlord in giving such notice of election or commencing such proceedings, and agrees that, if this Lease thereafter shall be terminated prior to the curing of such default, the Leasehold Mortgagee shall pay to Landlord the cost to cure such default and the amount of the Damages, and if the Leasehold Mortgagee shall be an entity other than a life insurance company, bank or trust company regulated by the State of California or by other governmental authority having jurisdiction, such instrument of guaranty shall be accompanied by security, reasonably satisfactory to Landlord, sufficient to assure payment of the cost of curing such default and payment of the amount of the Damages. (2) Leasehold Mortgagee shall proceed diligently to obtain possession of the Leased Premises as mortgagee (through the appointment of a receiver or otherwise), and, upon obtaining possession, shall promptly commence and duly prosecute to completion such action as may be necessary to cure any Event of Default which cannot be cured by the Leasehold Mortgagee without taking possession of the Leasehold Premises. (3) If the Leasehold Mortgagee cannot cure an Event of Default, then the Leasehold Mortgagee shall promptly institute and diligently prosecute to completion foreclosure proceedings, unless, in the meantime, the Leasehold Mortgagee shall acquire Tenant's estate hereunder, either in its own name or through a nominee, by exercise of a power of sale or by assignment in lieu of foreclosure. 14.2 The Leasehold Mortgagee shall not be required to continue to proceed to obtain possession, or to continue in possession as mortgagee of the Leased Premises pursuant to Subparagraph G(2) of Section 14.1 hereof, or to continue to prosecute foreclosure proceedings pursuant to Subparagraph G(3) of Section 14.1 hereof, if any Event of Default described therein shall be cured, and provided the Leasehold Mortgagee pays to Landlord all "Damages." Nothing herein shall preclude Landlord from exercising any of its rights or remedies with respect to any other default by Tenant during any period when Landlord shall be forebearing termination of this Lease as set forth in Subparagraphs G(1), (2) and (3) of Section 14.1 hereof; provided, however, the Leasehold Mortgagee shall have all of the rights and protections set forth therein. 14.3 If this Lease shall terminate pursuant to Articles 17, 18 or 19 hereof, or shall otherwise terminate by reason of a default of Tenant hereunder, and if within thirty (30) days after such termination the Leasehold Mortgagee, by written notice to Landlord, shall request Landlord to enter into a new lease of the Leased Premises pursuant to this Section 14.3 ("New Lease'), then Landlord shall enter into the New Lease with said Leasehold Mortgagee. Leasehold Mortgagee shall deliver to Landlord written notice as required by this Section 14.3 and a written instrument unconditionally guaranteeing the curing of all defaults of the Tenant under this Lease and all defaults of the tenant under the New Lease which shall exist on the actual date of delivery of said New Lease, and, if the Leasehold Mortgagee shall be an entity other than a life insurance company, bank or trust company regulated by the State of California or other governmental authority having jurisdiction, such instrument of guaranty shall be accompanied by security, reasonably satisfactory to Landlord, sufficient to insure payment of the cost of curing all defaults. The New Lease shall commence, and rent and all obligations of the tenant thereunder shall accrue, as of the date of termination of this Lease. The term of the New Lease shall continue for the period which would have constituted the remainder of the term of this Lease had this Lease not been terminated, and shall be upon all of the terms, covenants, conditions, conditional limitations and agreements contained herein which were in force and effect as though performed immediately prior to the termination of this Lease. The New Lease, and this covenant, shall be superior to all rights, liens and interests, other than those to which this Lease shall have been subject immediately prior to termination and those matters to which this Lease may, by Tenant. (b) Notwithstanding the its terms, become subject. The provisions of Section 8.5.3(a) hereofthe immediately preceding sentence shall be self-executing, and Landlord shall have no Event obligation to do anything, other than to execute the New Lease as herein provided, to assure the Leasehold Mortgagee or the tenant under the New Lease good title to the leasehold estate granted thereby. Any subtenant in the Leased Premises whose sublease was in force and effect immediately prior to the delivery of Default the New Lease shall attorn to the tenant under the New Lease, unless the tenant of the New Lease shall, at its option, elect to dispossess such subtenant or otherwise terminate the sublease held by such subtenant. Any subtenant who hereafter subleases space within the Leased Premises shall be deemed to exist as long as a Leasehold Mortgagee, in good faith, (i) shall have commenced promptly agreed to cure the Default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Unavoidable Delays, which for the purpose provisions of this Section 8.5.3(b) 14.3. The foregoing shall include causes beyond not be deemed to obligate Landlord to keep any sublease in force and effect after the control termination of such this Lease, nor shall Landlord have any obligation to terminate any sublease or to dispossess any subtenant. Leasehold Mortgagee instead shall, simultaneously with the delivery of causes beyond the control New Lease, pay to Landlord (a) all rent and other sums of money due under this Lease on the date of termination of this Lease and remaining unpaid; plus (b) all rent and other sums of money due under the New Lease for the period from the date of commencement of the term thereof to the date of delivery of the New Lease; plus (c) all costs and expenses, including but not limited to reasonable attorneys' fees, court costs and litigation expenses, incurred by Landlord in connection with termination of the Leased Premises, putting the Leased Premises in good condition and repair, and the preparation, execution and delivery of the New Lease. Simultaneously, the Landlord shall pay over to the Leasehold Mortgagee any rentals, less costs and expenses of collection, received by Landlord, between the date of termination of the Lease and the date of the New Lease, received from subtenants or other occupants of the Leased Premises which had not been applied by Landlord towards the cost of operating the Leased Premises or performing the obligations of Tenant. If more than one Leasehold Mortgagee exercises its right to obtain a new lease pursuant to this Section 14.3, orthen only the Leasehold Mortgagee holding the lien of highest priority shall be entitled to the New Lease free and clear of the rights of all other lienors. If the Leasehold Mortgagee shall exercise its right to obtain the New Lease, but shall fail to execute the New Lease when tendered by Landlord, or shall fail to comply timely with the other provisions of this Section 14.3, then the Leasehold Mortgagee shall forfeit Leasehold Mortgagee's rights to the New Lease or any other rights under this Section 14.3 and Landlord shall not be obligated to offer a New Lease to any other Leasehold Mortgagee. Except as provided in this Section 14.3, no Mortgage now or hereafter deemed to be a lien upon this Lease shall extend or affect the reversionary interest and estate of Landlord in and to the Leased Premises, or in any manner affect the Leased Premises from and after any expiration or termination of this Lease.