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<br />Refusal Period, and the City shall thereafter have the unrestricted right to sell the Leasehold <br />Property pursuant to the Sale Agreement. <br />C. The City and Lessee agree that Lessee shall have no right of first refusal in connection with <br />any offer or agreement regarding (a) any transfer, pledge, assignment, conveyance, or sale <br />of a part, but not all, of the City’s right, title or interest in and to the Leasehold Property; <br />or (b) any transfer, pledge, assignment, conveyance, or sale of any part or all of the City’s <br />right, title or interest in and to the Leasehold Property to a public body or state or federal <br />political subdivision or agency, or any public or private nonprofit organization or entity; or <br />(c) any such transfer, pledge, assignment, conveyance, or sale of any kind pursuant to an <br />agreement providing that the consummation of the transaction will occur after the <br />expiration of the Term or any Renewal Term of this Lease Agreement. <br />D. Lessee’s contingent right of first refusal under this Lease Agreement shall expire and <br />terminate automatically upon the first to occur of (a) the expiration of the Term or any <br />Renewal Term, whether pursuant to its terms or as a result of the City’s exercise of its <br />rights pursuant to Article 12 of this Lease Agreement, or (b) consummation of the City’s <br />sale of the Leasehold Property pursuant to a Sale Agreement or pursuant to an agreement <br />that is other than a Sale Agreement, or (c) the occurrence of an Event of Default. Upon <br />such expiration of Lessee’s right of first refusal, Lessee shall have no further rights <br />whatever to purchase the Leasehold Property. <br />Section 11.3 Assignment by Lessee. Lessee shall not sell, assign, sublease, mortgage, <br />pledge or hypothecate, or otherwise transfer all or any part of its interest in this Lease Agreement <br />or the Improvements, including without limitation its Right of First Refusal described in Section <br />11.2 of this Lease Agreement, without the express written consent of the City. For the purpose of <br />this Lease Agreement, any change in the control of Lessee shall be deemed to be an assignment <br />which shall require the City’s consent. No such assignment or subleasing shall relieve Lessee <br />from any of its obligations contained in this Lease Agreement, nor shall any assignment or transfer <br />of this Lease Agreement be effective unless the assignee or transferee shall, at the time of such <br />assignment or transfer, assume in writing all the terms, covenants, and conditions of this Lease <br />Agreement to be performed after such assignment or transfer by Lessee and shall agree in writing <br />to be bound by the same. In the event that Lessee grants to any third party a license for the use of <br />all or any portion of the Improvements, which license shall be in writing and expressly and <br />unilaterally revocable by either Lessee or the City 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 11.3. Lessee agrees to pay on <br />behalf of the City any and all costs of the City, including reasonable attorneys’ fees, occasioned <br />by such any such assignment or transfer or by any such license. <br />Section 11.4 Mortgaging. Lessee may not give any person or entity a mortgage deed to, <br />or other security interest in, the Leasehold Property or Improvements, or any part of the Leasehold <br />Property or Improvements, without the express written consent of the City, which consent shall <br />not be unreasonably withheld. <br />14 <br />2067394.0015/184093281.2 <br /> <br />