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DocuSign Envelope ID:66F168C2-3C54-4274-9428-4F16B3F1802A <br /> LIEU OF OPTION. Any sale or transfer contrary to this section,when applicable,will be null and <br /> void. <br /> ARTICLE 11: Assignment and Sublease <br /> 11.1. Except as otherwise provided in Article 8 (including Exhibit G) and Article 10, <br /> Lessee may not sublease, sell, or otherwise convey any of Lessee's rights under this Lease <br /> without the prior written consent of the Lessor which the Lessor may withhold in its own <br /> discretion. <br /> ARTICLE 12: Default <br /> 12.1 DEFAULT BY LESSEE: It will be an event of default if Lessee fails to abide <br /> by any material term or condition in this Lease, or if Lessee fails to pay the Ground Lease Fee or <br /> other charges required by the terms of this Lease, a permitted mortgage, or any relevant owner's <br /> association declaration and the failure is not cured by Lessee or a Permitted Mortgagee within <br /> thirty(30) days after notice of the failure is given by Lessor to Lessee and Permitted Mortgagee. <br /> Lessee will be assessed a late fee for any payment, including ground lease fees, that <br /> Lessor does not receive within thirty days of its due date. The late fee will be 10% of any past <br /> due payment. For each additional 30 days that the payment remains delinquent, Lessor will <br /> charge an additional late fee which will be 10% of the original past due amount. <br /> 12.2 TERMINATION, FORFEITURE AND MODIFICATION OF LEASE: There will <br /> be no termination, forfeiture, or modification of the Lease without the prior written consent of <br /> any Permitted Mortgagee or until Permitted Mortgagee has failed to object to the intended action <br /> for more than thirty days after Lessor has sent Permitted Mortgagee written notice of its intended <br /> action. In the case of any of the events of default described above and with the written consent <br /> of any Permitted Mortgagee, and following the giving of any required notice of default and the <br /> failure of Lessee to cure the default within the applicable cure period, Lessor may give notice of <br /> the termination of this Lease to Lessee and initiate summary ejectment proceedings allowing <br /> Lessor to enter and retake possession of the entire Leased Premises. If this Lease is terminated <br /> by Lessor, or if Lessor reenters the Leased Premises after an Event of Default, the Lessee agrees <br /> to pay and be liable for any unpaid Ground Lease Fee, damages which may be due or sustained <br /> prior to or in connection with the termination or reentry, and all reasonable costs, fees and <br /> expenses (including, without limitation, reasonable attorneys' fees) incurred by Lessor in pursuit <br /> of its remedies under this Lease. <br /> If Lessor elects to terminate the Lease and a Permitted Mortgage remains outstanding, a <br /> new Lease will automatically be created between the Lessor and the Permitted Mortgagee, which <br /> Lease will be for the remainder of the term of the Lease, with the same priority thereto <br /> 12.3 DEFAULT BY LESSOR: Lessor will in no event be in default in the performance <br /> of any of its obligations under the Lease unless and until Lessor has failed to perform the <br />