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v Ground Lease, (a) no voluntary or involuntary successor in interest of Lessee shall acquire any rights or powers under this Ground Lease, and (b) Lessee shall not make any total or partial sale, transfer, conveyance, assignment, sublease, or subdivision of the whole or any part of the Leased Premises or the Improvements thereon, without the prior written approval of Lessor, except as expressly permitted below. Lessor’s consent shall not be unreasonably withheld, conditioned or delayed. With respect to a proposed Transfer of the Property, Lessee’s request for approval shall be accompanied by sufficient evidence regarding the proposed transferee's ability to operate and manage a project of this size, in sufficient detail to enable Lessor to evaluate the proposed transferee pursuant to the criteria set forth in this Section 7.1 and as reasonably determined by Lessor. Lessor shall evaluate each proposed transferee on the basis of the respective qualifications set forth above, and may reasonably disapprove any proposed transferee, during the period for which this Section 7.1 applies, which Lessor reasonably determines does not possess these qualifications. A sublease or an assignment and assumption agreement in form reasonably satisfactory to Lessor shall also be required for all proposed Transfers. Should Lessor consent to a Transfer, (i) such consent shall not constitute a waiver of any of the restrictions or prohibitions of this Ground Lease, including any then-existing default or breach, and such restrictions or prohibitions shall apply to each successive Transfer, and (ii) such Transfer shall relieve the transferring Lessee of its liability under this Ground Lease and such transferring Lessee shall be released from performance of any of the terms, covenants and conditions of this Ground Lease upon such Transfer, and thereafter the assignee Lessee shall be liable under this Ground Lease, provided that the assigning Lessee shall retain all indemnification obligations pursuant to this Ground Lease, and shall remain responsible for any obligations hereunder which arose prior to the effective date of the assignment and assumption agreement. As used herein, “Permitted Transferee” means a person or entity (i) that possesses the experience and qualifications necessary for the proper performance of Lessee’s obligations under this Ground Lease following completion of the Project, and (ii) that possesses the financial resources typical of owners of similar projects. ......................................................................................................15 Section 7.2....................................................................................... Permitted Transfer by Lessee. ...................................................................................................................15 ARTICLE 8. Insurance ...............................................................................................................16 Section 8.1........................................................................................... Required Insurance Coverage. ..............................................................................................................16 Section 8.2....................................................................................... Insurance Policies and Premiums. .............................................................................................................17 Section 8.3.......................................................................................................... Proceeds of Insurance. .............................................................................................................18 DRAFT