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explanation of Agent's grounds for doing so. If Agent consents to a proposed Transfer, then <br />Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific <br />terms of the Agent's approval and after execution of a consent to assignment by Agent in a form <br />approved by the Agent, which approval shall not be unreasonably withheld, conditioned or delayed <br />in the event that the assignment is consistent with the terms of this Lease; provided, however, that <br />the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. <br />10.4 Liability of Transferors/Transferees For Lease Obligations. In the case of an <br />assignment, including an assignment pursuant to Section 15.6.5, each assignee or transferee of this <br />Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All <br />assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or <br />not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions <br />and reservations of this Lease. Except as otherwise provided in Section 15.6.5, the transferor may <br />be released from all liability under this Lease only if the Permitted Transferee or other transferee <br />agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor <br />evidence of sufficient and adequate assets, including any required insurance policies, subject to <br />approval by Habitat, which approval shall not be unreasonably withheld, that evidence said <br />transferees' financial and otherwise competence to assume transferor's obligations and liability <br />(an "Approved Release"). Except as otherwise provided in Section 15.6.5 and except for an <br />Approved Release, for all other Transfers, any transferor of any interest in this Lease or the <br />Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be <br />subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as <br />otherwise provided in Section 15.6.5 and except for an Approved Release, the Lessor may proceed <br />directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its <br />remedies against the transferee. <br />10.5 Conditions of Certain Lessor Consent. <br />10.5.1. Lessor and Agent may withhold consent to a Transfer at its sole and absolute <br />discretion if any of the following 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, <br />and 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 <br />in writing to assume all of transferor's obligations and liabilities. <br />(d) All the material terms, covenants, and conditions of the Transfer that are <br />relevant to the Agent's approval of the Transfer have not been disclosed in writing to the Lessor. <br />10.6 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the <br />contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, <br />Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than <br />to entities under common control with Lessor or other governmental entities under applicable law) <br />without the prior written notice to Tenant and Leasehold Mortgagee. Any and all mortgages or <br />liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall <br />Page 124 <br />