Common use of Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer Clause in Contracts

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and other personal property may be removed from the Project by the Company, any such assignee, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property. The Issuer, at the written request of the Company with the written consent of the Holder of the Bond, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer’s fee interest and execute any related documents in connection with the Company’s financing or refinancing of the Project. At the Company’s written request, and with the prior written consent of the Holder, the Issuer shall, by a subordination agreement, subordinate its fee simple interest and estate in the Project to a

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution Resolution, and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software software, and other personal property may be removed from the Project by the Company, any such assigneesubtenant, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress ingress, and egress to any such Person for purposes of inspection. repair, maintenance maintenance, or removal of any such trade fixtures, machinery, equipment, software software, and other personal property. The Issuer, at the written request of the Company with the written consent of the Holder of the Bond, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer’s fee interest and execute any related documents in connection with the Company’s financing or refinancing of the Project. At the Company’s written request, and with the prior written consent of the Holder, the Issuer shall, by a subordination agreement, subordinate its fee simple interest and estate in the Project to aa Leasehold Mortgage or otherwise to the holder of a Superior Security Document, and shall execute and deliver such further instruments, subordinations, joinders, amendments, or other agreements reasonably requested by the Company in order to effect such subordination and to evidence the first lien priority of a Superior Security Document. Any such Superior Security Document or subordination agreement shall be prepared at the expense of the Company and reviewed at the expense of the Company. The foregoing is subject to review by counsel to the Issuer, at the Company’s expense, and approval by counsel to the Issuer, of each such instrument.

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and other personal property may be removed from the Project by the Company, any such assigneesubtenant, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property. The Issuer, at the written request of the Company with the written consent of the Holder of the Bond, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer’s 's fee interest and execute any related documents in connection with the Company’s 's financing or refinancing of the Project. At the Company’s 's written request, and with the prior written consent of the Holder, the Issuer shall, by a subordination agreement, subordinate its fee simple interest and estate in the Project to aa Leasehold Mortgage. Any such Superior Security Document or subordination agreement shall be prepared at the expense of the Company and reviewed at the expense of the Company and shall be subject to the approval by the Issuer, which approval shall not unreasonably be withheld, conditioned or delayed.

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Trustee’s Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document or a Trustee’s Security Document: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and other personal property may be removed from the Project by the Company, any such assigneesubtenant, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property. The Issuer, at the written request of the Company with and subject to the written consent of the Holder of the Bondconditions described below, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery a fee deed to secure debt to a corporate trustee (the “Trustee”) for the benefit of the Issuer and the Senior Lender (the “Trustee’s Security Deed”) to facilitate the Company's obtaining senior debt financing (the "Senior Debt", and such lender or lenders, the "Senior Lender") for the Project. Any such Trustee’s Security Document shall be prepared at the expense of the Company and reviewed at the expense of the Company and shall be subject to approval by the Issuer, which approval shall not unreasonably be withheld, conditioned or delayed. The trust indenture related to the Trustee’s Security Deed shall contain provisions normal for an intercreditor agreement and consistent with this Lease and the Economic Development Agreement. The Issuer, the Company, the Trustee and the Senior Lender shall all be parties to the trust indenture. Accordingly, the Issuer agrees to join in a grant by the Company of the Trustee’s Security Deed encumbering the fee interest in the Project, provided that such grant and joinder shall be non-recourse to the Issuer (except for its interest in the Project) and subject to the following conditions: (i) the Issuer’s right to receive payment in full of all of the unpaid installments of Preferred Rent (without escalation as provided in Exhibit A to Schedule 5.3(c) attached hereto, such amount being the “Preferred Rent Cap”) shall not be subordinated to the Senior Lender’s interests under the Trustee’s Security Deed, related trust documents and any Senior Debt Documents, (ii) the Company, the Senior Lender and the Issuer shall agree that the obligation to pay the unpaid installments of Preferred Rent, subject to the Preferred Rent Cap, is secured by a first priority interest under the Trustee’s Security Deed and related trust documents, and the Senior Lender must agree to otherwise standstill on other enforcement rights until the Issuer is paid the Preferred Rent (subject to the Preferred Rent Cap) in full and to subordinate the payments currently due to the Senior Lender to the Preferred Rent payments currently due to the Issuer, and the Senior Lender must acknowledge and agree that it will not assert that the Company has legal title to the Project until all installments of Preferred Rent have been paid; (iii) any foreclosure by the Trustee will be for the benefit of the Issuer and the Senior Lender, and the Issuer’s first priority right under Trustee’s Security Deed and related trust documents to receive the Preferred Rent, subject to the Preferred Rent Cap, will not be subordinate to any rights of the Senior Lender under the Trustee’s Security Deed, the related trust documents or the Senior Debt Documents; and (iv) a Superior national title insurance company acceptable to the Issuer issues to the Trustee or the Issuer at the time that the Trustee’s Security Document Deed is to be conveyed a mortgagee title insurance policy in form and substance acceptable to the Issuer that insures the Issuer’s interest as a grantee or as a beneficiary of the grantee under the Trustee’s Security Deed subject only to existing matters of record. Simultaneously with the grant of the Trustee’s Security Deed, the Company shall provide to the Trustee a quit-claim deed that the Trustee shall file upon foreclosure of the Trustee’s Security Deed further assuring the extinguishment of any interest by the Company in the Project. Further, the documentation of the Senior Debt, the Trustee’s Security Deed and the related Senior Debt Documents must be reasonably satisfactory to the Issuer and its counsel (including, without limitation, notice and cure rights in favor of the Issuer), and each such Lender with respect transaction must be without liability or expense to the Project which encumbers Issuer, including payment by the Company of the Issuer’s fee interest reasonable counsel fees and execute any related documents disbursements in connection with the Company’s financing or refinancing therewith. None of the ProjectSenior Debt Documents (including, without limitation, the Trustee’s Security Deed) shall subordinate or affect the obligation of the Company to pay, or the Issuer’s right to receive, all installments of Preferred Rent, subject to the Preferred Rent Cap. At The Trustee’s Security Deed shall provide in the Companyevent that the Trustee foreclose under the Trustee’s written requestSecurity Deed, then the following alternatives would apply in the following order: 1. The Senior Lender could prepay the unpaid Preferred Rent to the Issuer, without discount and subject to the Preferred Rent Cap, and with the prior written consent Issuer and the Senior Lender would authorize the Trustee to bid on the Project in an amount equal to the outstanding Senior Debt (and if this is the successful bid, then the Senior Lender would take title to the Project). 2. If the Senior Lender does not prepay the unpaid Preferred Rent to the Issuer, as provided in paragraph 1, above, then a foreclosure “reserve price” would apply (i.e., a third party would have to bid at least the total of the HolderPreferred Rent, without discount and subject to the Preferred Rent Cap, and the Senior Debt in order to be the successful foreclosure bidder). 3. The Trustee would bid on the Project in an amount equal to the unpaid Preferred Rent, without discount and subject to the Preferred Rent Cap, plus the amount of the Senior Debt. If this was the successful bid, then the Senior Lender would take title to the Project, provided that the Senior Lender grants the Issuer a first priority security deed on the Project, to secure the Preferred Rent and all other debts and obligations owed to the Issuer, in which case the Senior Lender would have the option to either: (i) pay the Preferred Rent, without discount and subject to the Preferred Rent Cap, over time as provided in Schedule 5.3(c) (and promissory note), or (ii) prepay the unpaid Preferred Rent, without discount and subject to the Preferred Rent Cap, at any time, on or after acquiring title to the Project. 4. If a third party bid is at least equal to the reserve price and the third party is the successful bidder at foreclosure, then foreclosure proceeds are paid first to the Issuer in an amount equal to the unpaid Preferred Rent, without discount and subject to the Preferred Rent Cap, and then to the Senior Lender. The Company acknowledges that any foreclosure of the Trustee’s Security Deed will extinguish the Bond Lease, and any purchaser at any foreclosure sale of the Trustee’s Security Deed, shall own the Project free and clear of the leasehold created hereby. The Senior Debt Documents, including, without limitation, the Trustee’s Security Deed, must be reasonably satisfactory to the Issuer shallin form and substance, and contain provisions implementing the foregoing and the other relevant provisions of the Bond Documents and, in any event and without limitation, foreclosure proceedings and other proceedings to exercise rights or remedies under or pursuant to the Trustee’s Security Deed shall recognize and perfect the rights of the Issuer to receive payment of unpaid installments of Preferred Rent, without discount and subject to the Preferred Rent Cap. The Issuer agrees in good faith to consider provisions alternative to the foregoing proposed by a subordination agreement, subordinate the Senior Lender provided that in no event shall the Issuer be obligated to accept any provision that it deems in its fee simple interest and estate in the Project sole discretion to aincrease its risk or otherwise to be to its disadvantage.

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document: (1I) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and other personal property may be removed from the Project by the Company, any such assignee, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property. The Issuer, at the written request of the Company with the prior written consent of the each Holder of the BondBonds, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer’s 's fee interest and execute any related documents in connection with the Company’s 's financing or refinancing of the Project. At the Company’s 's written request, and with the prior written consent of the each Holder, the Issuer shall, by a subordination agreement, subordinate its fee simple interest and estate in the Project to aa Leasehold Mortgage. Any such Superior Security Document or subordination agreement shall be prepared at the expense of the Company and reviewed at the expense of the Company and shall be subject to the approval by the Issuer, which approval shall not unreasonably be withheld, conditioned or delayed.

Provisions Relating to Sale, Encumbrance, or Conveyance of the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security DocumentDocument or Section 8.7 hereof: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, set forth in the Bond Resolution and the Security Document Issuer Documents to be kept and performed by the Issuer, shall be expressly assumed in writing by the public body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and other personal property may be removed from the Project by the Company, any such assignee, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property. The Issuer, at the written request of the Company with the written consent of the Holder of the Bond, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer’s fee interest and execute any related documents in connection with the Company’s financing or refinancing of secured by the Project. At the Company’s written request, and with the prior written consent of the Holder, the Issuer shall, by a subordination agreement, subordinate its fee simple interest and estate in the Project the holder of a Superior Security Document. Any such Superior Security Document or subordination agreement shall be prepared at the expense of the Company and reviewed at the expense of the Company, shall be subject to athe approval by the Issuer, which approval shall not unreasonably be withheld, conditioned or delayed, and shall specifically provide that the Issuer’s obligations hereunder shall be non-recourse, except with respect to its interest in the Project.