No. 0846 approving modifications to and execution of a lease between the SBRA and the SBRC for the St. Joseph/Wayne parking facility and other related matters

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Section 13. General Covenants. It is understood and agreed that the Lessee, without the consent of the Authority, shall be permitted in its sole and absolute discretion to enter into �r separate subleases and other agreements (on any terms and conditions including but not limited to length of term the Lessee, in its sole discretion, deems appropriate) with respect to use of the Facility; provided, however, that the Lessee shall in no event assign or sublet the Facility if such assignment or sublease will result in the loss of the exclusion from gross income for federal tax purposes of interest on any obligation issued by the Authority to finance the Facility. The Authority hereby acknowledges the rights of parties as lessees and licensees of the Facility under the terms of agreements both prior to, as well as prospective from, execution of this Lease. The Authority hereby agrees that any sublessee will have quiet enjoyment of the premises subleased in the event of a default by Lessee hereunder, so long as those parties with whom the Lessee has contracted are not in default under the terms of their respective agreements. The Lessee covenants that, except for Permitted Encumbrances, it will not encumber the Facility, or permit any encumbrance to exist thereon, and that it shall use and maintain the Facility in accordance with the laws and ordinances of the United States of America, the State of Indiana, and all other proper governmental authorities. The Authority tv agrees that it will, at the request of the Lessee, execute and deliver to or upon the order of the Lessee such instrument or instruments as may be reasonably required by the Lessee in order to subject the Facility, or the Authority's interest therein, to such encumbrances as shall be specified in such request and as shall be permitted by the provisions of this Section 13 or otherwise by the definition of "Permitted Encumbrances." Section 14. Option to Purchase. The Authority hereby grants Lessee the right and option, on any rental payment date, upon thirty days' written notice to the Authority, to purchase the Facility at a price equal to the amount required to enable the Authority to provide for the redemption of all outstanding Bonds, all premiums payable on the redemption thereof, and accrued and unpaid interest, and to pay the cost of redeeming the Bonds and liquidating the Authority if it is to be liquidated. Upon request of the Lessee, the Authority agrees to furnish an itemized statement setting forth the amounts required to be paid by the Lessee on the next rental payment date in order to purchase the Facility in accordance with the preceding paragraph. If Lessee exercises its option to purchase, the Lessee shall pay to the Trustee that portion of the purchase price which is required to provide for the payment of all the Bonds, including all premiums payable on the redemption thereof, accrued and unpaid interest thereon and the costs of redemption thereof. Such payment shall not be made until the Trustee gives to the Lessee a written statement that such amount will be sufficient to -7-