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<br />Page | 40 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />10.5 Liability of Transferors/Transferees For Lease Obligations. In the case of an <br />assignment, including an assignment pursuant to Section 17.6.5, each Permitted Transferee and any <br />other assignees or transferees of this Lease shall assume in writing all of Tenant’s obligations <br />thereafter arising under this Lease. However, under no circumstances shall any such assignment <br />result in a Leasehold Mortgagee assuming responsibility or liability for any Excluded Defaults (as <br />defined below) or as otherwise expressly provided in this Lease. All assignees or transferees of any <br />interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) <br />shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except <br />as otherwise provided in Section 17.6.5, the transferor may be released from all liability under this <br />Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of <br />transferor’s obligations and liabilities and provides to Lessor evidence of sufficient and adequate <br />assets, including any required insurance policies, subject to approval by Lessor, which approval shall <br />not be unreasonably withheld, that evidence said Permitted Transferee’s or other transferees’ <br />financial and otherwise competence to assume transferor’s obligations and liability (an “Approved <br />Release”). Except as otherwise provided in Section 17.6.5 and except for an Approved Release, <br />for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements <br />shall remain primarily liable for all obligations hereunder and shall be subject to th e terms, <br />conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in <br />Section 17.6.5 and except for an Approved Release, the Lessor may proceed directly against the <br />transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the <br />transferee. Notwithstanding anything to the contrary contained herein, Lessor consent shall not be <br />required for any of the following: (i) the exercise by the Limited Partner of its rights pursuant to <br />Tenant’s Partnership Agreement to remove the general partner of the Tenant and appoint the Limited <br />Partner or an affiliate thereof as interim general partner of the Tenant; (ii) the exercise by the Limited <br />Partner of its right to enforce any repurchase requirements under Tenant’s Partnership Agreement; <br />and/or (iii) a transfer by the Limited Partner of its partnership interest in Tenant to an Affiliate of the <br />Limited Partner. <br />10.6 Conditions of Certain Lessor Consent. <br />10.6.1. Lessor may withhold consent to a Transfer (excluding Excluded Transfers <br />which shall not require Lessor consent) at its and absolute sole discretion if any of the following <br />conditions exist: <br />(a) An Event of Default exists under this Lease. <br />(b) The prospective transferee has not agreed in writing to keep, perform, and <br />be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. <br />(c) In the case of an assignment, the prospective transferee has not agreed in <br />writing to assume all of transferor’s obligations and liabilities. <br />(d) The construction of the Initial Improvements has not been completed. <br />(e) Any construction required of Tenant as a condition of this Lease has not <br />been completed. <br />(f) All the material terms, covenants, and conditions of the Transfer that are <br />relevant to the Lessor’s approval of the Transfer have not been disclosed in writing to the Lessor. <br />Commented [ST23]: Negotiated into Stanton Inn. <br />EXHIBIT 11