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assignment or subleasing shall relieve Lessee from any of its obligations contained in this Lease <br /> Agreement, nor shall any assignment or transfer of this Lease Agreement be effective unless the <br /> assignee or transferee shall, at the time of such assignment or transfer, assume in writing all the terms, <br /> covenants and conditions of this Lease Agreement to be performed thereafter by Lessee and shall <br /> agree in writing to be bound thereby. In the event that Lessee grants to any third party a license for <br /> the use of all or any portion of the Improvements, which license shall be in writing and expressly and <br /> unilaterally revocable by either Lessee or Lessor for any reason, with or without cause, and which <br /> license shall be for no longer than three (3) consecutive days, such license shall not be deemed an <br /> assignment or transfer of Lessee's rights in violation of this Section 11.2. Lessee agrees to pay on <br /> behalf of Lessor any and all costs of Lessor, including reasonable attorneys' fees, occasioned by such <br /> any such assignment or transfer or by any such license. <br /> 11.4) Mortgagine- Lessee may not give any person or entity a mortgage deed to or other <br /> security interest in the Leasehold Property or Improvements, or any part thereof, without the express <br /> written consent of Lessor. <br /> (01) Lessor shall consent to Lessee's pledge of its rights and interests pursuant to this <br /> Lease Agreement for one (1) construction mortgage loan to finance construction of the <br /> Improvements on the general terms and conditions set forth on Exhibit C attached hereto and <br /> incorporated herein by this reference, pursuant to documentation and additional or different <br /> terms to be approved by Lessor at Lessor's sole reasonable discretion (the "Leasehold <br /> Mortgage"). <br /> (02) In the event that the Lessee's proposed mortgagee for the Leasehold Mortgage <br /> requires additional assurances by Lessor as a condition to making a commitment for the <br /> Leasehold Mortgage, Lessor will give reasonable consideration to entering into an agreement <br /> with said mortgagee (the "Mortgagee Agreement") in which Lessor agrees with said <br /> mortgagee that, if said mortgagee institutes foreclosure proceedings pursuant to the <br /> Leasehold Mortgage, Lessor will, upon the expiration of the applicable Lessee's right of <br /> redemption pursuant to the Leasehold Mortgage, either (i) cure any default by Lessee <br /> pursuant to the Leasehold Mortgage and assume Lessee's obligations thereunder; or (ii) pay <br /> the Leasehold Mortgage in full. The Mortgagee Agreement shall contain, among other <br /> things, the provisions and conditions set forth on Exhibit D attached hereto and incorporated <br /> herein by reference <br /> (03) Lessor's agreement with Lessee hereunder regarding a Mortgagee Agreement is not <br /> intended to constitute a present or future guaranty of any Leasehold Mortgage, and neither <br /> Lessee nor any mortgagee pursuant to a Leasehold Mortgage shall have any rights or claims <br /> against Lessor except as may arise pursuant to a fully executed Mortgagee Agreement that <br /> complies with the terms and conditions stated on Exhibit D hereof. <br /> BURNIs 566679.5 16 of 23 <br />