such Sections that Franchisor will
cure such defaults).
If Franchisor elects to cure any Tenant default hereunder,
Franchisor shall give notice to that effect to Landlord and Tenant
simultaneously with such cure.
(b)
Notwithstanding anything to the contrary
stated herein, if an Event of Default has occurred (including the expiration of
any applicable cure period) and Landlord intends to terminate the Lease on
account thereof, Landlord agrees to give notice thereof to Franchisor
("Termination Notice"), in which event Landlord agrees not to terminate the
Lease (as otherwise permitted hereunder) for a period of thirty (30) days,
during which time Franchisor shall have the right to lease the Premises upon the
same terms and conditions as this Lease, such election to be made by notice to
that effect ("Franchisor Notice") from Franchisor to Landlord prior to the end
of said 30-day
25
period.
If Franchisor exercises such right by giving the Franchisor Notice to
Landlord by the time and in the manner set forth in the immediately preceding
sentence, then (i) Franchisor and Landlord shall promptly execute and deliver a
written instrument to that effect; (ii) Franchisor shall become the tenant under
this Lease with all of the rights and obligations of tenant commencing upon,
first accruing and effective only from and after the date of the Franchisor
Notice; provided, that Tenant shall not dispute such action by Franchisor and
shall acknowledge its approval of such action by Franchisor; (iii) Franchisor
shall have no liability, responsibility or obligation to pay or otherwise cure
any default of Tenant existing prior the effective date of exercise by
Franchisor of its rights in this subsection; provided, that if Franchisor has
received notice from Landlord of any Event of Default of Tenant under Sections
15.1(i) Franchisor shall pay any Rent due and payable by Tenant first accruing
only after the date Franchisor receives notice of any such Event of Default; and
(iv) nothing contained herein shall restrict, limit, terminate, waive or
otherwise affect Landlord's rights against Tenant on account of Tenant's
default.
If Franchisor fails to exercise such right on or before the expiration
of said thirty (30) day period, Landlord may pursue any rights and remedies that
it may have against Tenant on account of Tenant's Event of Default hereunder.
Nothing contained in this Section shall be deemed to obligate Franchisor to
assume this Lease, to become the tenant hereunder or to take possession of the
Premises.
(c)
In the event that Franchisor becomes the
tenant under this Lease pursuant to the provisions of subsection (b) or an
assignment under Section 13.2 above, Franchisor shall have the right at any time
thereafter upon prior notice to, but without the prior consent of Landlord, to
assign this Lease and all of its right, title and interest as Tenant hereunder
to an authorized franchisee of Franchisor.
In the event of such an assignment,
Franchisor shall be released from all liabilities and obligations of Tenant
first accruing from and after the effective date of said assignment