Agenda - Economic Development Authority - 05/24/2005

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ARTICLE XI ASSIGN~MENT, SUBLEASING, MORTGAGING AND SELLING Section 11.1. Assig-nrnent by Landlord. Except for Landlord!s assignment of this Lease to the Trustee pursuant to the Indenture, Landlord shall not assign th/s 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 mounts due hereunder and 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'and any such assignment or sublease shall not relieve Tenant from its obligations hereunder, including without limitation the obligation to make the Rental Payments hereunder; prgvided that Landlordis 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 term of the sublease coincides with the term of the Lease, and (4) either (A) the sublease is to a Governmental Unit or (B) an opinion of Bond Counsel is first filed with the Landlord and the Trustee stating in effect that the sublease will not impair the tax-exempt stares of the Bonds. Section 11.3. Restriction on Mortgage or Sale of Project by Tenant. Tenant will not sell, transfer or convey its interest in the Project or any portion thereof during the-Term of this Lease without the written consent of Landlord. 48 1763908vl