Agenda - Economic Development Authority - 01/14/2010

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ARTICLE XI ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Sect~on 11.1. Assignment by Landlord. Except for Landlor~'s assignment of this Lease to the Trustee pursuant to the Indenture, Landlord shall not assign this Lease, in whole or in part, and no such purported assignment thereof shall be effective. The Landlord's sole' obligation is to provide to the Tenant quiet enjoyment of the Project. Subject to the provisions of the Indenture, any and all of Landlord's rights, title and/or interest in and to this Lease, the Rental Payments and other amounts due hereunder arid the Project may only be assigned and reassigned in whole to the Trustee without the consent of the Tenant. ' Section .11.2. Assignment and Subleasing by Tenant. Neither this Lease nor Tenant's interest in the Project may be assigned or subleased by Tenant without the written consent of Landlord, the Insurer and the'Trustee and a1:1Y such assignrrient or sublease shall not relieve Tenant from its obligations hereunder, including without limitation the obligation to make the Rental Payments hereunder; provided that'Landlord's consent to any other sublease shall not be required if (1) the sublease provides that the sublessee will not take any action in derogation of Tenant's obligations hereunder, (2) a copy of the sublease is filed with Landlord and the Trustee, (3) the tenn of the sublease coincides with the tenn of the Lease, and(4) either (A) the sublease is to a Governmental Unit or (B) an opinion of Bop.d Counsel is first filed with the Landlord and "', . the Trustee stating in, effect that the sublease will not impair the tax~exempt status of the Bonds. ;,' } Section 11.3. Restriction on Mort~ae:e 01' Sale ofProiect by Tenant. Tenant will not sell, transfer or convey its interest in the Proj ect or any portion thereof during the Term of this Lease without the written consent of Landlord. . 1763908vl 32 ,39