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any loan to Lessee and associated obligations from any mortgage <br />lender (a "Mortgagee "), provided Lessee shall obtain the prior <br />written approval of Lessor which shall not be unreasonably or <br />arbitrarily withheld. <br />(b) As additional security to any Mortgagee, Lessor <br />shall, upon Lessee's written request, execute, acknowledge and <br />deliver a deed of trust and related security instruments (a "Fee <br />Mortgage ") upon Lessor's interest in this Lease and Lessor's fee <br />interest in the Land (Lessor's interest in this Lease and fee <br />interest in the Land shall herein collectively be referred to as <br />Lessor's "Fee Interest "). Lessor shall not be obligated to <br />encumber Lessor's Fee Interest with a Fee Mortgage, unless the <br />following conditions are satisfied: (i) Lessor shall not be <br />personally liable to the Mortgagee for the repayment of the <br />indebtedness secured or for the performance of the terms, <br />covenants and conditions of the Fee Mortgage; (ii) no event of <br />default by Lessee hereunder shall be uncured at the time Lessor <br />is requested to execute the Fee Mortgage; (iii) the proceeds of <br />each loan secured by a Fee Mortgage shall be used solely (A) to <br />pay the costs incurred in the initial construction and <br />development of the Project (including reimbursement to Lessee for <br />such costs paid by Lessee directly), or (B) to refinance a loan <br />made to pay such costs; provided, however, the cumulative term of <br />all loans secured by a Fee Mortgage shall not exceed the Term of <br />this Lease hereby and such refinancing shall be only in an amount <br />necessary to refinance the then principal balance of the <br />refinanced loan and reconstruction performed in accordance with <br />Sections 17 and 18 of this Lease; (iv) the terms of the loan <br />secured by a Fee Mortgage are approved by Lessor, which approval <br />shall not be withheld arbitrarily or in bad faith; and (v) any <br />loan secured by a Fee Mortgage shall be obtained from a reputable <br />institutional lender (i.e., national or state bank, foreign bank <br />agency licensed in California, federal or state savings and loan <br />association, trust company, insurance company, educational <br />C:GDLEASE.EHI -28- <br />