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<br />Page | 38 <br />4894-6811-3695v.2 0017787-000542 <br />scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.18, above, <br />and (2) if such Transfer involves an assignment of Tenant’s rights under this Lease, Tenant or such <br />transferee shall provide Lessor with a written assumption of Tenant’s obligations and liabilities under <br />this Lease executed by such transferee in a form approved by the Lessor, which approval shall not be <br />unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the <br />terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any <br />Transfer to a Foreclosure Transferee. <br />10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to an <br />Excluded Transfer, which shall be governed by Sections 1.1.18 and 10.3, above. If Tenant desires at <br />any time to enter into a Transfer for which Lessor’s consent is required hereunder, Tenant shall <br />provide Lessor with written notice (“Transfer Notice”) at least ninety (90) days prior to the <br />proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address <br />of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.), <br />(iii) the proposed effective date of the Transfer, (iv) income statements and “fair market” balance <br />sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years <br />(provided however, if the proposed transferee is a newly formed entity and has not been in existence <br />for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a <br />detailed description of the proposed transferees qualifications and experience that demonstrates the <br />transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit <br />reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably <br />request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after Lessor’s <br />receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate <br />whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor withhold consent <br />to the proposed Transfer, setting forth a detailed explanation of Lessor’s grounds for doing so. If <br />Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the <br />proposed transferee based upon the specific terms of the Lessor’s approval and after execution of a <br />consent to assignment by Lessor in a form approved by the Lessor, which approval shall not be <br />unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the <br />terms of this Lease; provided, however, that the provisions of this Section 10.4 shall not apply to any <br />Transfer to a Foreclosure Transferee. <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, for <br />all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall <br />remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, <br />EXHIBIT 15