No. 2065 approving acquisition of real property to facilitate the studebaker national museum relocation project and approving the execution of a ground lease and other related documents associated with studebaker museum relocation project (SBCDA)

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any portion thereof or sublease all or any portion of the Ground Lease Premises, or permit any entity other than SNM to operate the Studebaker Museum pursuant to Ground Lessee's rights to the Ground Lease Premises without the prior written consent of Ground Lessor. Except as expressly approved by Ground Lessor in writing, any purported assignment, partial assignment or sublease without Ground Lessor's prior written consent shall be null and void. 11.3 Notice. If Ground Lessee proposes to assign, sublet or transfer any portion of its interest in this Ground Lease, Ground Lessee shall provide written notice in advance to the Ground Lessor containing (i) the names and addresses of the proposed assignee(s), sublessee(s), or transferee(s); (ii) the terms and conditions of the proposed assignment, sublease or transfer; (iii) the nature and character of the business of the proposed assignee, sublessee or transferee; and (iv) general financial information relating to the proposed assignee(s), sublessee(s) or transferee(s). Section 12. TAXES AND FEES. 12.1 Ground Lessor Exempt. Ground Lessor represents and warrants that under current law and determinations, the NIHS Property is exempt from real estate taxes. Should the NIHS Property or the Ground Lease Premises eves- become subject to such taxes, the party responsible for the Ground Lease Premises not being exempt, whether that be Ground Lessor or Ground Lessee (including as a result of any ownership or use of Studebaker Property or the JC Improvement), shall pay any and all such lawful taxes, assessments or charges which at any time may be levied b an federal state county, or an tax or assessment levying body Y Y Y }� Y� Y Y� b Y upon the NIHS Property or the Ground Lease Premises. 12.2 Right to Contest. Notwithstanding the foregoing provision, Ground Lessor shall, after notifying Ground Lessee of its intention to do so, have the right in its own name or behalf, or in the name and behalf of Ground Lessee hereto, to contest in good faith by all appropriate proceedings, the amount, applicability or validity of any such tax or assessment, and in connection with such contest Ground Lessor may refrain from paying such tax or assessment. Ground Lessee shall, upon request by Ground Lessor, assist and cooperate with the other party hereto in any such proceedings at no cost to Ground Lessee. If Ground Lessor desires to contest such tax or assessment it must first post bond satisfactory to Ground Lessee in an amount sufficient to prevent forfeiture or loss of any portion of the Ground Lease Premises. Section 13. EVENTS OF DEFAULT. Each of the following events shall be deemed a default by Ground Lessee hereunder and a breach of this Ground Lease: (1) If Ground Lessee shall fail to pay, when due, any rent or portion thereof within thirty (30) days after receipt of written notice to Ground Lessee by Ground Lessor, or if Ground Lessee shall fail to pay any taxes or assessments or portion thereof, or any other sum which Ground Lessee is obligated to pay under the terms of this Ground Lease, and such taxes, assessments or other sums remain unpaid for a period of thirty (30) days after receipt of written notice to Ground Lessee from Ground Lessor; -8-