6.F.(1) Sub-Sublease with Kite Realty Eddy Street Garage

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fully empowered, by proper resolution of the governing body of Landlord, to execute and deliver this Lease. (E) The undersigned person executing this Lease on behalf of Tenant represents and warrants to Landlord that such person is an authorized representative of Tenant and has been fully empowered, by proper resolution of the governing body of Tenant, to execute and deliver this Lease. Section 16.2. TRANSFER BY TENANT. Tenant may transfer the Demised Premises or its interest therein and this Lease shall be assignable by Tenant, upon written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant agree that it shall be reasonable for Landlord to withhold, condition or delay consent only if the proposed transferee does not have the ability to reasonably fulfill all of the obligations and responsibilities of the tenant under this Lease. ~~'ithiu 14 days of a request by Tenant, Landlord shall deliver to Tenant written notice that the proposed transferee is approved by Landlord. Notwithstanding the foregoing, (a) Tenant shall have the right, without the consent of Landlord, to transfer the Demised Premises or its interest therein and this Lease shall be assignable by Tenant to (i) any entity that is an affiliate of "I~enant, or (ii) the University of Notre Dame du Lac, and (b) Tenant shall have the right, without the consent of Landlord, to transfer the Demised Premises or its interest therein and this Lease shall be assignable by Tenant to one or more ]enders for security purposes. For the avoidance of doubt, foreclosure of any mortgage or conveyance in lieu of foreclosure, together with any assignment of this Lease, shall not require the consent of Landlord. In the event of any transfer or transfers of the Demised Premises by Tenant or of Tenant's interest in the Demised Premises, or the assignment of this Lease by Tenant, other than a transfer for security purposes only, upon the assumption of this Lease by the transferee as of the date of such transfer, the assignor Tenant shall be automatically relieved of any and all obligations and liabilities accruing from and after the date of such transfer and Landlord shall recognize the transferee. Section 16.3. NON-DISTURBANCE. (A) Landlord agrees that, if Landlord exercises any of its rights under the Sublease such that the Sublease is terminated or 'Tenant's interest in the Demised Premises is in any way threatened, then (a) this Lease shall continue in full force and effect as a direct lease between Tenant and the Master Tenant, and subject to all the terms, covenants and conditions of this Lease, and (b) Tenant's right of quiet possession of the Demised Premises shall not be disturbed. Landlord shall, upon request, execute, acknowledge and deliver to Tenant, an agreement in form reasonably satisfactory to Tenant agreeing to all of the provisions hereof. (I3) If, pursuant to the teens and conditions of this Lease, Landlord mortgages or otherwise encumbers its interest in the Demised Premises, then Landlord shall deliver to Tenant an agreement reasonably acceptable to Tenant that provides that Tenant's occupancy of the Demised Premises shall not be disturbed. Section 16.4. MODIFICA'hION OF LEASE. [f any mortgagee of "fcnant shall request reasonable modifications in this Lease as a condition to the making of a loan or contributing equity in furtherance of the Project, Landlord shall execute an agreement in recordable form so