Agmt 2006 Mercy Housing California XXXIII (4)

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response to such default beyond that date which is twelve (12) months following the date of Landlord's initial default notice to the Leasehold Mortgagee under this Section 14.2.2 (iii), subject to extension due to Unavoidable Delays incurred by Leasehold Mortgagee in the completion of the rehabilitation ofthe Project, and subject to extension for any delay incurred by Leasehold Mortgagee as a result oflegallimitations on its ability to foreclose upon the Tenant's leasehold interest. 14.2.3 Execution of New Lease. If this Lease is terminated by Tenant's trustee in bankruptcy, receiver, liquidator or other similar person on account of a default or if Tenant's interest under this Lease shall be sold, assigned or transferred pursuant to the exercise of any remedy of the Leasehold Mortgagee, or pursuant to judicial proceedings, and if (i) all monetary defaults of Tenant have been cured, and (ii) the Leasehold Mortgagee shall have arranged to the reasonable satisfaction of Landlord to cure any other curable default of Tenant under this Lease, then Landlord, within thirty (30) days (or such period as may reasonably be necessary to enable Landlord to comply with statutory requirements applicable to Landlord's lease of real property) after receiving a written request therefor, which shall be given within sixty (60) days after such termination or transfer and upon payment to it of all expenses, including attorneys' fees, incident thereto, will execute and deliver a new lease of the Property to the Leasehold Mortgagee or its affiliate or other nominee or to the purchaser, assignee or transferee, as the case may be, for the remainder of the Term, containing the same covenants, agreements, terms, provisions and limitations, as are contained herein. (a) Upon the execution and delivery of a new lease, the new tenant, in its own name or in the name of Landlord may take all appropriate steps as shall be necessary to remove Tenant from the Land, but Landlord shall not be subject to any liability for the payment of fees, including attorneys' fees, costs or expenses in connection therewith, and the new tenant shall pay all such fees, including attorneys' fees, costs and expenses, on demand, and shall make reimbursement to Landlord of all such fees, including attorneys' fees, costs and expenses, incurred by Landlord. The new tenant shall indemnify and hold Landlord harmless from any claim, liability or damage (including attorney's fees) as a result of the action against Tenant. (b) Upon execution of any new lease, the new tenant named therein shall cure all uncured breaches hereunder, except that with respect to any breach which cannot be cured by the new tenant until it obtains possession, the new tenant shall not have to make such cure before it has a right to obtain possession. Any nonmonetary cure required of the new tenant shall be commenced within ten (10) days following the date the new tenant executes the new lease or the date the new tenant has a right to obtain possession, whichever is applicable (the "Starting Date"), and thereafter shall be diligently prosecuted to completion. Any failure to comply with any of the foregoing requirements shall constitute a default under the new lease. 14.2.4 Tenant Default Under Leasehold Mortgage. If Tenant defaults under a Leasehold Mortgage, the Leasehold Mortgagee may exercise with respect to the Property any right, power or remedy under the Leasehold Mortgage which is not in conflict with the provisions of this Lease. 14.2.5 No Merger. There shall be no merger of this Lease or any interest in this Lease, nor ofthe leasehold estate created hereby, with the fee estate in the Land, by reason ofthe 833368-4 25