Common use of Mortgage of Leasehold Clause in Contracts

Mortgage of Leasehold. In addition to any other right herein granted, Tenant shall at all times have the right, without any consent on the part of the Landlord being required, to convey or encumber by mortgage its leasehold interest in and to the Premises or any part thereof, together with its rights and interests in and to all buildings and improvements whether now existing or hereafter constructed or placed thereon, and to assign this Lease or any interest therein as collateral for any such mortgage or mortgages; but any and all such conveyances, mortgages, or assignments shall be subject to this Lease and the right, title and interest of Landlord in the Premises. Landlord agrees, if required by the holder of such mortgage, to execute a consent to mortgage in order for Tenant to obtain funds for the construction or remodeling of improvements on the Premises. If any such leasehold mortgage shall be foreclosed or the leasehold estate sold under any power contained therein, the leasehold mortgagee or other purchaser at such sale shall immediately succeed to all rights of Tenant hereunder. Such mortgagee may at its option at any time before the rights of the Tenant shall have been forfeited to Landlord, or within the time permitted for curing or commencing to cure defaults as herein provided, pay any of the rents due, pay any other governmental charges, or insurance premiums, make any deposits, or do any other act or thing required of Tenant by the terms of this Lease to prevent the forfeiture hereof. A leasehold mortgagee shall not become personally liable for any of the Tenant’s obligations under this Lease unless and until such mortgagee becomes the owner of the leasehold estate by foreclosure, assignment in lieu of foreclosure or otherwise, and thereafter such mortgagee shall remain liable for such obligations only so long as it remains the owner of the leasehold estate. If the holder of the indebtedness secured by this Lease (“Mortgagee”) notifies Landlord of the execution of such leasehold mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant; (b) Mortgagee shall have the privilege of performing any of Tenant’s covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease; (c) Landlord shall not terminate this Lease or Tenant’s right of possession for any default of Tenant if, within the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee; and (d) No liability for the payment of Base Rent, additional rent, or the performance of any of Tenant’s covenants and obligations of this Lease shall attach to or be imposed upon any Mortgagee while not in possession of the Premises. (e) Landlord shall not exercise Landlord’s right to terminate this Lease or exercise any other remedies hereunder during the time that any Mortgagee shall be allowed to exercise its rights under its mortgage, provided that (a) the Mortgagee proceeds within thirty (30) days to exercise its rights and remedies under its Mortgage and thereafter prosecutes the same with diligence to completion (subject to such stays and other delays as may be imposed in bankruptcy or other proceedings), and (b) the Mortgagee shall within ten (10) days (i) pay when due to Landlord and other persons all payments required to be paid by Tenant hereunder which have accrued and, as they accrue, all payments required to be paid by Tenant hereunder which shall become due and payable during such period of time, and (ii) perform when required all other obligations of Tenant hereunder during such period of time which are reasonably susceptible of being performed by the Mortgagee, it being acknowledged that some obligations cannot be performed by the Mortgagee until possession or legal title is acquired and other obligations cannot ever be performed or cured by the Mortgagee. The obligations of the Mortgagee under this Section 14(f) shall not deprive the Mortgagee of its various rights to notice and cure as provided above. (f) Should Landlord exercise Landlord’s right to Terminate this Lease as provided in Section 19 after giving a Mortgagee the protections provided above, Landlord shall give notice thereof to the Mortgagee and offer to the Mortgagee the right to lease the Property from the date of such Termination of this Lease for the remainder of the scheduled Term of this Lease, at the Rent and otherwise upon the same terms, covenants, and conditions, as are herein set forth, with the same relative priority as this Lease and having the benefit of vesting in the Mortgagee or its designee or nominee (provided, however, that no designee or nominee may be appointed pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld) thereof all the rights, title, interest, powers and privileges of Tenant hereunder. The Mortgagee must give notice to Landlord of its election to accept the new lease within thirty (30) days after receipt of the notice from Landlord offering the new lease. If the Mortgage accepts the new lease, the Mortgagee shall be obligated, within ten (10) days after delivery to Landlord of notice of such election (subject to automatic extension for the period of any stays or other delays as may be imposed in bankruptcy or other proceedings), to: (i) cure the Event of Default on which such termination was based or, in respect of any Event of Default not capable of cure within such thirty (30) days or which cannot be cured without entry into possession, to proceed to effect cure with due diligence following delivery of such possession; (ii) pay to Landlord all Base Rent due under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s fees incurred by Landlord in connection with any such Event of Default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by the Mortgagee (or the designee or nominee thereof) within such time, Landlord shall thereupon execute and deliver such new lease to the Mortgagee or the designee or nominee thereof, having the same relative priority as this Lease and having the benefit of all right, title, interest, powers and privileges of Tenant hereunder until the expiration of the scheduled Term of this Lease, unless the new lease shall thereafter be sooner terminated. Notwithstanding anything contained herein, Landlord shall have the right to manage the Premises during any interval in which transfer of interest from Tenant or Mortgagee or its designee or nominee, pursuant to the terms of this Lease, is being made. (g) Anything else herein contained to the contrary notwithstanding, Landlord and Tenant mutually covenant and agree that so long as there exists any unpaid leasehold Mortgage, this Lease shall not be modified, amended or altered (unless such change is mandated by law) and that Landlord shall not accept a surrender of the Property or a termination, cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies should an Event of Default occur after first complying with the requirements of this Section 14) prior to the expiration of the Term, without the prior written consent of the Mortgagee.

Mortgage of Leasehold. In addition to any other right herein granted, Tenant shall at all times have the right, without any consent on the part of the Landlord being required, to convey or encumber by mortgage mortgage, deed of trust, assignment or other security instrument its leasehold interest in and to the Premises or any part thereof, together with its rights right and interests interest in and to all buildings and improvements whether now existing or hereafter constructed or placed thereon, and to assign this Lease or any interest therein as collateral for any such mortgage or mortgagesmortgage; but any and all such conveyances, mortgages, or assignments shall be subject to this Lease and the right, title and interest of Landlord in the Premises. Landlord agrees, if required by the holder of such hereby consents to a mortgage, to execute a consent to mortgage deed of trust, assignment or other security instrument in order for Tenant to obtain funds for the construction or remodeling of improvements on the Premises. If any such leasehold mortgage mortgage, deed of trust, assignment or other security instrument shall be foreclosed or the leasehold estate sold under any power contained therein, the leasehold mortgagee or other purchaser at such sale shall immediately succeed to all rights of Tenant hereunder. Such mortgagee may at its option at any time before the rights of the Tenant shall have been forfeited to Landlord, or within the time permitted for curing or commencing to cure defaults as herein provided, pay any of the rents due, pay any other governmental charges, or insurance premiums, make any deposits, or do any other act or thing required of Tenant by the terms of this Lease to prevent the forfeiture hereof. A leasehold mortgagee shall not become personally liable for any of the Tenant’s obligations under this Lease unless and until such mortgagee becomes the owner of the leasehold estate by foreclosure, assignment in lieu of foreclosure or otherwise, and thereafter such mortgagee shall remain liable for such obligations only so long as it remains the owner of the leasehold estate. If the holder of the indebtedness secured by this Lease (“Mortgagee”) notifies Landlord of the execution of such a leasehold mortgage, deed of trust, assignment or other security instrument and the name and place for service of notices upon such Mortgagee, then and in such event Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timetime that: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant; (b) Mortgagee shall have the privilege but not the obligation of performing any of Tenant’s covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease; (c) Landlord shall not terminate this Lease or Tenant’s right of possession for any default of Tenant if, within the period of time within which Tenant might cure such default, but in no event less than thirty (30) days after Mortgagee receives written notice of such default, such default is cured or caused to be cured by Mortgagee; and (d) No liability for the payment of Base Rent, additional rent, or the performance of any of Tenant’s covenants and obligations of this Lease shall attach to or be imposed upon any Mortgagee while not in possession of the Premises. (e) Landlord shall not exercise Landlord’s right to terminate this Lease or exercise any other remedies hereunder during the time that any Mortgagee shall be allowed to exercise its rights under its mortgage, provided that (a) the Mortgagee proceeds within thirty (30) days to exercise its rights and remedies under its Mortgage and thereafter prosecutes the same with diligence to completion (subject to such stays and other delays as may be imposed in bankruptcy or other proceedings), and (b) the Mortgagee shall within ten (10) days (i) pay when due to Landlord and other persons all payments required to be paid by Tenant hereunder which have accrued and, as they accrue, all payments required to be paid by Tenant hereunder which shall become due and payable during such period of time, and (ii) perform when required all other obligations of Tenant hereunder during such period of time which are reasonably susceptible of being performed by the Mortgagee, it being acknowledged that some obligations cannot be performed by the Mortgagee until possession or legal title is acquired and other obligations cannot ever be performed or cured by the Mortgagee. The obligations of the Mortgagee under this Section 14(f13(e) shall not deprive the Mortgagee of its various rights to notice and cure as provided above. (f) Should Landlord exercise Landlord’s right to Terminate terminate this Lease as provided in Section 19 16 after giving a Mortgagee the protections provided above, Landlord shall give notice thereof to the Mortgagee and offer to the Mortgagee the right to lease the Property Premises from the date of such Termination termination of this Lease for the remainder of the scheduled Term of this Lease, at the Base Rent and otherwise upon the same terms, covenants, and conditions, as are herein set forth, with the same relative priority as this Lease and having the benefit of vesting in the Mortgagee or its designee or nominee (provided, however, that no designee or nominee may be appointed pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld) thereof all the rights, title, interest, powers and privileges of Tenant hereunder. The Mortgagee must give notice to Landlord of its election to accept the new lease within thirty (30) days after receipt of the notice from Landlord offering the new lease. If the Mortgage Mortgagee accepts the new lease, the Mortgagee shall be obligated, within ten thirty (1030) days after delivery to Landlord of notice of such election (subject to automatic extension for the period of any stays or other delays as may be imposed in bankruptcy or other proceedings), to: (i) cure the Event of Default on which such termination was based or, in respect of any Event of Default not capable of cure within such thirty (30) days or which cannot be cured without entry into possession, to proceed to effect cure with due diligence following delivery of such possession; (ii) pay to Landlord all Base Rent due under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s fees incurred by Landlord in connection with any such Event of Default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by the Mortgagee (or the designee or nominee thereof) within such time, Landlord shall thereupon execute and deliver such new lease to the Mortgagee or the designee or nominee thereof, having the same relative priority as this Lease and having the benefit of all right, title, interest, powers and privileges of Tenant hereunder until the expiration of the scheduled Term of this Lease, unless the new lease shall thereafter be sooner terminated. Notwithstanding anything contained herein, Landlord shall have the right to manage the Premises during any interval in which transfer of interest from Tenant or Mortgagee or its designee or nominee, pursuant to the terms of this Lease, is being made. (g) Anything else herein contained to the contrary notwithstanding, Landlord and Tenant mutually covenant and agree that so long as there exists any unpaid leasehold Mortgagemortgage, this Lease shall not be modified, amended or altered (unless such change is mandated by law) and that Landlord shall not accept a surrender of the Property Premises or a termination, cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies should an Event of Default occur after first complying with the requirements of this Section 1413 and after thirty (30) days’ written notice to Mortgagee and opportunity to cure) prior to the expiration of the Term, without the prior written consent of the Mortgagee. (h) The Mortgagee, or its designee or nominee acquiring the leasehold estate under this Lease or a new lease shall be obligated under this Lease or the new lease only so long as it shall be vested (other than as security for a debt) with title to all, or any estate or interest in, the leasehold estate under this Lease or the new lease. (i) A Mortgagee may be a syndicate of lenders represented by an administrative agent. (j) Tenant and Landlord agree that, during the Term of this Lease, Landlord shall have the right to mortgage the fee interest in the Land, provided that (i) Landlord shall have no right or power to mortgage or otherwise create any security or other liens or encumbrances upon or affecting any improvements, fixtures, equipment or other property constructed by Tenant or located thereon, or any part thereof, which will in any way adversely affect or impair the right granted to Tenant hereunder, (ii) Landlord will execute a waiver of lien on the personal property of Tenant, (iii) Landlord shall not have the right or power to mortgage or to modify, extend, renew, replace, refinance or otherwise change or affect any mortgage or deed of trust, at any time or from time to time, created by Tenant pursuant to this Lease, and that all such rights and powers are hereby exclusively and irrevocably vested in and granted to the Tenant, subject to the terms and conditions of this Lease and (iv) any such mortgagee of Landlord shall execute any nondisturbance and estoppel agreements reasonably required by any mortgagee of Tenant. Upon Tenant’s failure to make mortgage payments to any Mortgagee, Landlord shall have the option to make such mortgage payments, and any sum so expended shall become due as additional rent hereunder.

Mortgage of Leasehold. In addition to any other right herein granted, if Tenant is not in default under the terms of this Lease, Tenant shall at all times have the right, without any consent on the part of the Landlord being required, to convey or encumber by mortgage its leasehold interest in and to the Premises or any part thereof, together with its rights and interests in and to all buildings and improvements whether now existing or hereafter constructed or placed thereon, and to assign this Lease or any interest therein as collateral for any such mortgage or mortgages; but any and all such conveyances, mortgages, or assignments shall be subject to this Lease and the right, title and interest of Landlord in the Premises. Tenant shall not collateralize the business entity that is the Tenant nor the entity’s assets for more than the fair market value (at the time of the transaction at which it is being collateralized) of the premises known as The Grove located on the campus of the University of South Alabama in Mobile, Alabama. Landlord agrees, if required by the holder of such mortgage, to execute a consent to mortgage in order for Tenant to obtain funds for the construction or remodeling of improvements on the Premises. Any correspondence between Tenant and leasehold mortgagee regarding Tenant’s leasehold interest made the subject of this Lease must be copied to Landlord. If any such leasehold mortgage shall be foreclosed or the leasehold estate sold under any power contained therein, the leasehold mortgagee or other purchaser at such sale shall immediately succeed to all rights of Tenant hereunder. Such mortgagee may at its option at any time before the rights of the Tenant shall have been forfeited to Landlord, or within the time permitted for curing or commencing to cure defaults as herein provided, pay any of the rents due, pay any other governmental charges, or insurance premiums, make any deposits, or do any other act or thing required of Tenant by the terms of this Lease to prevent the forfeiture hereof. A leasehold mortgagee shall not become personally liable for any of the Tenant’s obligations under this Lease unless and until such mortgagee becomes the owner of the leasehold estate by foreclosure, assignment in lieu of foreclosure or otherwise, and thereafter such mortgagee shall remain liable for such obligations only so long as it remains the owner of the leasehold estate. If the holder of the indebtedness secured by this Lease (“Mortgagee”) notifies Landlord of the execution of such leasehold mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant; (b) Mortgagee shall have the privilege of performing any of Tenant’s covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease; (c) Landlord shall not terminate this Lease or Tenant’s right of possession for any default of Tenant if, within the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee; and (d) No liability for the payment of Base Rent, additional rent, or the performance of any of Tenant’s covenants and obligations of this Lease shall attach to or be imposed upon any Mortgagee while not in possession of the Premises. (e) Landlord shall not exercise Landlord’s right to terminate this Lease or exercise any other remedies hereunder during the time that any Mortgagee shall be allowed to exercise its rights under its mortgage, provided that (a) the Mortgagee proceeds within thirty (30) days to exercise its rights and remedies under its Mortgage and thereafter prosecutes the same with diligence to completion (subject to such stays and other delays as may be imposed in bankruptcy or other proceedings), and (b) the Mortgagee shall within ten (10) days (i) pay when due to Landlord and other persons all payments required to be paid by Tenant hereunder which have accrued and, as they accrue, all payments required to be paid by Tenant hereunder which shall become due and payable during such period of time, and (ii) perform when required all other obligations of Tenant hereunder during such period of time which are reasonably susceptible of being performed by the Mortgagee, it being acknowledged that some obligations cannot be performed by the Mortgagee until possession or legal title is acquired and other obligations cannot ever be performed or cured by the Mortgagee. The obligations of the Mortgagee under this Section 14(f14(1) shall not deprive the Mortgagee of its various rights to notice and cure as provided above. (f) Should Landlord exercise Landlord’s right to Terminate terminate this Lease as provided in Section 19 after giving a Mortgagee the protections provided above, Landlord shall give notice thereof to the Mortgagee and offer to the Mortgagee the right to lease the Property from the date of such Termination of this Lease for the remainder of the scheduled Term of this Lease, at the Rent and otherwise upon the same terms, covenants, and conditions, as are herein set forth, with the same relative priority as this Lease and having the benefit of vesting in the Mortgagee or its designee or nominee (provided, however, that no designee or nominee may be appointed pursuant to the terms of this paragraph of this Lease without the prior written \written approval of Landlord which approval shall not be unreasonably withheld) thereof all the rights, title, interest, powers and privileges of Tenant hereunder. The Mortgagee must give notice to Landlord of its election to accept the new lease within thirty (30) days after receipt of the notice from Landlord offering the new lease. If the Mortgage Mortgagee accepts the new lease, the Mortgagee shall be obligated, within ten (10) days after delivery to Landlord of notice of such election (subject to automatic extension for the period of any stays or other delays as may be imposed in bankruptcy or other proceedings), to: (i) cure the Event of Default on which such termination was based or, in respect of any Event of Default not capable of cure within such thirty (30) days or which cannot be cured without entry into possession, to proceed to effect cure with due diligence following delivery of such possession; (ii) pay to Landlord all Base Rent due under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s fees incurred by Landlord in connection with any such Event of Default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by the Mortgagee (or the designee or nominee thereof) within such time, Landlord shall thereupon execute and deliver such new lease to the Mortgagee or the designee or nominee thereof, having the same relative priority as this Lease and having the benefit of all right, title, interest, powers and privileges of Tenant hereunder until the expiration of the scheduled Term of this Lease, unless the new lease shall thereafter be sooner terminated. Notwithstanding anything contained herein, Landlord shall have the right to manage the Premises during any interval in which transfer of interest from Tenant or Mortgagee or its designee or nominee, pursuant to the terms of this Lease, is being made. (g) Anything else herein contained to the contrary notwithstanding, Landlord and Tenant mutually covenant and agree that so long as there exists any unpaid leasehold Mortgage, this Lease shall not be modified, amended or altered (unless such change is mandated by law) and that Landlord shall not accept a surrender of the Property or a termination, cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies should an Event of Default occur after first complying with the requirements of this Section 14) prior to the expiration of the Term, without the prior written consent of the Mortgagee.

Mortgage of Leasehold. In addition to any other right herein granted, Tenant shall at all times have the right, without any consent on the part of the Landlord being required, to convey or encumber by mortgage its leasehold interest in and to the Premises or any part thereof, together with its rights and interests in and to all buildings and improvements whether now existing or hereafter constructed or placed thereon, and to assign this Lease or any interest therein as collateral for any such mortgage or mortgages; but any and all such conveyances, mortgages, or assignments shall be subject to this Lease and the right, title and interest of Landlord in the Premises. Landlord agrees, if required by the holder of such mortgage, to execute a consent to mortgage in order for Tenant to obtain funds for the construction or remodeling of improvements on the Premises. If any such leasehold mortgage shall be foreclosed or the leasehold estate sold under any power contained therein, the leasehold mortgagee or other purchaser at such sale shall immediately succeed to all rights of Tenant hereunder. Such mortgagee may at its option at any time before the rights of the Tenant shall have been forfeited to Landlord, or within the time permitted for curing or commencing to cure defaults as herein provided, pay any of the rents due, pay any other governmental charges, or insurance premiums, make any deposits, or do any other act or thing required of Tenant by the terms of this Lease to prevent the forfeiture hereof. A leasehold mortgagee shall not become personally liable for any of the Tenant’s obligations under this Lease unless and until such mortgagee becomes the owner of the leasehold estate by foreclosure, assignment in lieu of foreclosure or otherwise, and thereafter such mortgagee shall remain liable for such obligations only so long as it remains the owner of the leasehold estate. If the holder of the indebtedness secured by this Lease (“Mortgagee”) notifies Landlord of the execution of such leasehold mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant; (b) Mortgagee shall have the privilege of performing any of Tenant’s covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease; (c) Landlord shall not terminate this Lease or Tenant’s right of possession for any default of Tenant if, within the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee; and (d) No liability for the payment of Base Rent, additional rent, or the performance of any of Tenant’s covenants and obligations of this Lease shall attach to or be imposed upon any Mortgagee while not in possession of the Premises. (e) Landlord shall not exercise Landlord’s 's right to terminate this Lease or exercise any other remedies hereunder during the time that any Mortgagee shall be allowed to exercise its rights under its mortgage, provided that (a) the Mortgagee proceeds within thirty (30) days to exercise its rights and remedies under its Mortgage and thereafter prosecutes the same with diligence to completion (subject to such stays and other delays as may be imposed in bankruptcy or other proceedings), and (b) the Mortgagee shall within ten (10) days (i) pay when due to Landlord and other persons all payments required to be paid by Tenant hereunder which have accrued and, as they accrue, all payments required to be paid by Tenant hereunder which shall become due and payable during such period of time, and (ii) perform when required all other obligations of Tenant hereunder during such period of time which are reasonably susceptible of being performed by the Mortgagee, it being acknowledged that some obligations cannot be performed by the Mortgagee until possession or legal title is acquired and other obligations cannot ever be performed or cured by the Mortgagee. The obligations of the Mortgagee under this Section 14(f) shall not deprive the Mortgagee of its various rights to notice and cure as provided above. (f) Should Landlord exercise Landlord’s 's right to Terminate this Lease as provided in Section 19 after giving a Mortgagee the protections provided above, Landlord shall give notice thereof to the Mortgagee and offer to the Mortgagee the right to lease the Property from the date of such Termination of this Lease for the remainder of the scheduled Term of this Lease, at the Rent and otherwise upon the same terms, covenants, and conditions, as are herein set forth, with the same relative priority as this Lease and having the benefit of vesting in the Mortgagee or its designee or nominee (provided, however, that no designee or nominee may be appointed pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld) thereof all the rights, title, interest, powers and privileges of Tenant hereunder. The Mortgagee must give notice to Landlord of its election to accept the new lease within thirty (30) days after receipt of the notice from Landlord offering the new lease. If the Mortgage accepts the new lease, the Mortgagee shall be obligated, within ten (10) days after delivery to Landlord of notice of such election (subject to automatic extension for the period of any stays or other delays as may be imposed in bankruptcy or other proceedings), to: (i) cure the Event of Default on which such termination was based or, in respect of any Event of Default not capable of cure within such thirty (30) days or which cannot be cured without entry into possession, to proceed to effect cure with due diligence following delivery of such possession; (ii) pay to Landlord all Base Rent due under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s 's fees incurred by Landlord in connection with any such Event of Default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by the Mortgagee (or the designee or nominee thereof) within such time, Landlord shall thereupon execute and deliver such new lease to the Mortgagee or the designee or nominee thereof, having the same relative priority as this Lease and having the benefit of all right, title, interest, powers and privileges of Tenant hereunder until the expiration of the scheduled Term of this Lease, unless the new lease shall thereafter be sooner terminated. Notwithstanding anything contained herein, Landlord shall have the right to manage the Premises during any interval in which transfer of interest from Tenant or Mortgagee or its designee or nominee, pursuant to the terms of this Lease, is being made. (g) Anything else herein contained to the contrary notwithstanding, Landlord and Tenant mutually covenant and agree that so long as there exists any unpaid leasehold Mortgage, this Lease shall not be modified, amended or altered (unless such change is mandated by law) and that Landlord shall not accept a surrender of the Property or a termination, cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s 's remedies should an Event of Default occur after first complying with the requirements of this Section 14) prior to the expiration of the Term, without the prior written consent of the Mortgagee.