BY INSTITUTE Sample Clauses

BY INSTITUTE. INSTITUTE will defend TIC against a claim that an TIC Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and INSTITUTE will indemnify TIC and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' fees finally awarded. TIC shall prompt notify INSTITUTE in writing of the claim, and INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed INSTITUTE in defense of its claim. INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from INSTITUTE to TIC of election to assume the defense thereof, INSTITUTE will not be liable to TIC for any legal or other expenses subsequently incurred by TIC in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of INSTITUTE, in which event such legal or other expenses shall be borne by INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by INSTITUTE through separate counsel at TIC's expense. TIC shall not be subject to any liability or restriction under any settlement entered into by INSTITUTE without TIC's prior written approval. a. INSTITUTE shall have no obligation to TIC under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by INSTITUTE; (ii) TIC's use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) INSTITUTE's compliance with TIC's designs, specifications or instructions. TIC shall indemnify and hold INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not suppl...
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BY INSTITUTE. Institute shall indemnify, defend and hold NTI and its directors, officers, employees, and Affiliates harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by NTI directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same from NTI, which shall be covered by the indemnity set forth herein)) as a consequence of Claims based upon: (a) a breach of any of Institute’s representations, warranties, or obligations contained in this Agreement; or (b) the recklessness or willful misconduct of Institute, its Affiliates, or the employees or agents of Institute or its Affiliates. Institute’s indemnification obligations under this Section 9.2 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of NTI’s representations, warranties, or obligations contained in this Agreement; or (ii) the negligence, gross negligence, or intentional misconduct of NTI or its Affiliates or Sublicensees, or the employees or any Third Party acting on behalf of NTI or its Affiliates or Sublicensees.
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BY INSTITUTE. If this Agreement expires under Section 10.1(a) because Ideaya did not exercise its Option, or if Institute terminates this Agreement pursuant to Section 10.2, then: (i) the licenses granted to Ideaya under Section 2.4 will terminate; and (ii) Ideaya shall, and hereby does, grant to Institute an exclusive, worldwide, Sublicense Revenue-bearing license (as described in Section 3.2(e)), with the right to grant sublicenses, under the Ideaya Project IP and under Ideaya’s interest in any Joint Invention Patents to Research, Develop, Manufacture, use, sell, offer for sale, have sold, distribute, import, export and otherwise Commercialize Licensed Products in the Field in the Territory. In circumstances where the license to CRT under this Section 10.4(a) arises, CRT may at any time require Ideaya Project IP to be [***].
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BY INSTITUTE. Subject to the terms and conditions of this Article 7, Institute hereby agrees to indemnify, defend and hold harmless Buyer, and its directors, officers, employees, agents and controlled and controlling persons (hereinafter "Buyer's affiliates"), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's affiliates, the Business or the Purchased Assets, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Institute contained in or made pursuant to this Agreement; (b) the breach of any covenant of Institute contained in this Agreement; (c) any Claim against Buyer or the Purchased Assets relating to any product or service warranty, rework, return or refund Liabilities of Institute or the Business on products produced, or services rendered, by Institute prior to the Closing Date; or (d) any Claim of or against Buyer, the Purchased Assets or Institute not specifically assumed by Buyer pursuant hereto. As used in this Article 7, the term "Claim" shall include (i) all Liabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.
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Related to BY INSTITUTE

  • Administration of the Mortgage Loan (a) Subject to this Agreement (including but not limited to Section 5(b)) and the Lead Securitization Servicing Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization Note Holder shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note Holder agrees that it shall have no right to, and the Non-Lead Securitization Note Holders each hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so). Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). Upon the Mortgage Loan becoming a Defaulted Loan, the Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Notes together as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers be submitted to the Trustee in writing. The Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written consent of the Non-Lead Securitization Note Holders unless the Special Servicer has delivered to such Non-Lead Securitization Note Holders: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File requested by such Non-Lead Securitization Note Holders and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the related “Subordinate Class Representative” (or other similar term)) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale provided, that such Non-Lead Securitization Note Holders may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Lead Securitization Note Holders and any Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower. Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver its original Note, endorsed in blank, to or at the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale. The authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of any other Note Holder to execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased by the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund established under the Lead Securitization Servicing Agreement in connection with a material breach of a representation or warranty made by such Person with respect to the Lead Securitization Note or a material document defect with respect to the documents delivered by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization. (b) The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be required: (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its related Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing Agreement due to the expiration of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Lead Securitization Subordinate Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative). In addition to the consultation rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided for above, the Non-Controlling Note Holder shall have the right to attend annual meetings (which may be held telephonically or in person, in the discretion of the Master Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed. (c) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan. In the event that one of the Notes is included in a REMIC, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to any other Note Holder be reduced to offset or make-up any such payment or deficit. (d) Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement) and, when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or

  • Mortgagor The obligor on a Mortgage Note. ---------

  • SENDING INSTITUTION Country: ............................................................

  • Notice to Mortgagee Notwithstanding anything to the contrary in the Lease or this Agreement, before exercising any Termination Right or Offset Right, Tenant shall provide Mortgagee with notice of the breach or default by Landlord giving rise to same (the “Default Notice”) and, thereafter, the opportunity to cure such breach or default as provided for below.

  • Leasehold Mortgage (a) Tenant may encumber by mortgage, mortgages or other proper instruments this Lease and Tenant’s leasehold interest in the Premises as security for any indebtedness undertaken by Tenant (each, a “Leasehold Mortgage”). The execution of a Leasehold Mortgage or other similar instrument, or the foreclosure thereof, or any sale thereunder, either by judicial proceedings or by virtue of any power reserved in a Leasehold Mortgage, or conveyance by Tenant to the holder of such indebtedness (each, a “Holder of Leasehold Mortgage”), or the exercising of any right, power or privilege reserved in a Leasehold Mortgage, shall not be held as a violation of any of the terms and conditions hereof, or as an assumption by the Holder of Leasehold Mortgage or its designee personally of the obligations hereof, except to the extent that the Holder of Leasehold Mortgage or its designee voluntarily assumes said obligations in order to avoid termination of this Lease, provided that such Leasehold Mortgage or the actions taken pursuant thereto shall not violate the following provisions of this Paragraph. (b) If Tenant shall encumber this Lease or its leasehold interest in the Premises and if Tenant or a Holder of Leasehold Mortgage shall give written notice to Landlord of the existence thereof and the address of such Holder of Leasehold Mortgage, then Landlord will mail or deliver to each such Holder of Leasehold Mortgage, at such address, a duplicate copy of all notices in writing which Landlord may, from time to time, give to or serve on Tenant under and pursuant to the terms and provisions hereof, such copies shall be mailed or delivered to each such Holder of Leasehold Mortgage, at, or as near as possible to, the same time such notices are given to or served on Tenant. Each such Holder of Leasehold Mortgage may, at its option, at any time before the rights of Tenant shall be terminated as provided herein, pay any of the rents due hereunder, or pay any taxes and assessments, or do any act or thing required of Tenant by the terms hereof, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions hereof, or to prevent the termination hereof, all payments so made, and all things so done and performed by such Holder of Leasehold Mortgage shall be as effective to prevent a termination of the rights of Tenant hereunder as the same would have been if done and performed by Tenant. (c) Landlord agrees that it will not terminate this Lease because of the bankruptcy or insolvency of the Tenant, or because the Tenant shall abandon the Premises, or because the Tenant shall suffer this Lease or any estate or interest thereunder to be taken under any writ of execution, or because the Tenant shall make an assignment for the benefit of creditors, or because of any other failure on the part of Tenant to observe or perform any of the covenants contained in this Lease, if a Holder of Leasehold Mortgage cures any default by Tenant which is curable by the payment of money within thirty (30) days after the date of written notice from Landlord to each Holder of Leasehold Mortgage specifying the nature of the default, or if such default is not curable by the mere payment of money, then if a Holder of Leasehold Mortgage shall agree in writing to perform (and does perform) within ninety (90) days after the date of the written notice of default from Landlord to each Holder of Leasehold Mortgage specifying the nature of the default all of the obligations of Tenant under this Lease capable of performance by a Holder of Leasehold Mortgage until such time as this Lease shall be sold upon foreclosure pursuant to the provisions of the Leasehold Mortgage. Provided that a Holder of Leasehold Mortgage pays all amounts then due and payable on the part of the Tenant, including interest and all late penalties, and Landlord’s legal fees incurred as a result of Tenant’s default, Landlord agrees to accept performance by such Holder of Leasehold Mortgage of any term, covenant or condition to be performed by Tenant under this Lease with the same force and effect as though timely performed by Tenant as long as such Holder of Leasehold Mortgage performs within the time periods previously set forth in this Subparagraph. If a Holder of Leasehold Mortgage fails to cure any Tenant default in accord with the foregoing, Landlord may terminate this Lease and proceed with all available remedies to take possession of the Premises and all other rights pertaining thereto, as set forth in the provisions governing default under this Lease. When more than one Holder of Leasehold Mortgage exists, the rights and interests of each Holder of Leasehold Mortgage under this Lease shall be determined by the priority of each such Holder of Leasehold Mortgage and as such rights and interests may be restricted or otherwise allocated pursuant to any agreement(s) between such Holders of Leasehold Mortgage or between Tenant and such Holder(s) of Leasehold Mortgage. Notwithstanding any such agreement(s), Landlord is required to give any notice required hereunder to all Holders of Leasehold Mortgage of which Landlord has been given written notice. Landlord acknowledges that some Tenant defaults may not be capable of cure by a Holder of Leasehold Mortgage, such as the bankruptcy of the Tenant. Landlord agrees that Tenant defaults which are by their nature impossible to cure by a Holder of Leasehold Mortgage shall not be deemed a basis for termination of this Lease so long as all other defaults which are capable of cure are cured in accordance with this Section. (d) Landlord agrees that this Lease shall not be hereafter modified or amended without the prior written consent of each Holder of Leasehold Mortgage to: (i) Increase the Annual Rent or additional rent (except with regard to increases now provided in the Lease); (ii) Change the legal description of the Premises from that now set forth in this Lease; (iii) Shorten the term or any renewal term of this Lease, except as now permitted by this Lease; (iv) Change the permitted use of the Premises; or (v) Impose any additional obligations upon Tenant. Landlord further covenants and agrees not to accept a surrender of the Premises or a cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies provided herein if an event of default occurs) prior to the expiration or earlier termination thereof without the prior written consent of each Holder of Leasehold Mortgage. (e) If Landlord exercises Landlord’s right to terminate this Lease as provided in Article 20 hereof, then each Holder of Leasehold Mortgage shall have the right to notify Landlord in writing, within thirty (30) days after the effective date of written notice from Landlord to each Holder of Leasehold Mortgage, that such one or more Holders of Leasehold Mortgage or any designee or nominee thereof elects to lease the Premises from the date of such termination of this Lease for the remainder of the scheduled term of this Lease, including the option terms, at the rent and upon the other same terms, covenants and conditions that are herein set forth, with the same relative priority as this Lease and having the benefit of investing in such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof of all of the rights, title, interests, powers and privileges of Tenant hereunder. If such one or more Holder(s) of Leasehold Mortgage elects to obtain such new lease, then such Holder(s) of Leasehold Mortgage shall be obligated, within thirty (30) days after delivery to Landlord of such notice of election, to (i) cure the default upon which such termination was based, or in respect to any default not capable of being cured within such thirty (30) day time period or which cannot be cured without entry and possession to proceed and effectuate such cure with due diligence following delivery of possession (excluding, however, Tenant defaults which by their nature are impossible to cure); (ii) pay to Landlord all Annual Rent including interest, all late penalties, and all items of additional rent due and payable 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 default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof, such parties shall have the same relative priority as this Lease and having the benefit of all the rights, titles, interests, powers and privileges of Tenant hereunder, including, specifically, automatic vesting of title to all improvements as well as all equipment, fixtures and machinery therein, until the expiration of the term of this Lease unless this Lease shall thereafter be sooner terminated. Such Holder(s) of Leasehold Mortgage or any designee or nominee thereof shall be obligated under such new lease and agree in writing that promptly following the delivery of the new lease, such Holder(s) of Leasehold Mortgage or its designee will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed. (f) Unless excused by Landlord, if any assignee or transferee of a Holder of Leasehold Mortgage or new lessee deriving rights from the Holder of Leasehold Mortgage fails to cure any of the Tenant’s defaults within one hundred twenty (120) days from the effective date of such assignment, transfer or new lease, this Lease and the lease rights hereunder and under any such new lease shall terminate forthwith at Landlord’s option and in Landlord’s sole and absolute discretion, such option to be exercised by sending written notice to the assignee or transferee that the new lease has been terminated pursuant to this provision. (g) Landlord agrees to execute and deliver any and all consents and other documents (including reasonable modifications to this Lease) reasonably requested by Tenant and/or one or more Holder(s) of Leasehold Mortgage so long as such documents are reasonably consistent with the provisions of this Section 7.02. (h) Notwithstanding any provision in this Article 7 or elsewhere in this Lease to the contrary, Tenant may, in its sole discretion, enter into lease financing, conventional financing and other arrangements in connection with the acquisition, lease and disposal of the equipment and/or personal property including, without limitation, leasing of equipment and/or personal property from another with an option to purchase at the end of the lease term and assignment of Tenant’s interests in the equipment and/or personal property, if required, as security for these transactions. (i) Nothing herein shall be deemed to relieve, impair, release, or discharge Tenant of its obligations to fully perform the terms of this Lease on Tenant’s part to be performed. (j) Notwithstanding any provision in this Article 7 or elsewhere in this Lease to the contrary, Tenant may, in its sole discretion and without the consent of Landlord enter into any financing and other arrangements which do not create a lien on the leasehold estate created hereby, including without limitation, pledges of proceeds from all uses of the Premises as provided in this Lease. (k) As used herein: