Common use of Conveyance of Liens and Interests; Assignment Clause in Contracts

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate may at any time (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates. In order to preserve the benefits of the Negotiated FILOT hereunder with respect to any Negotiated FILOT Property so transferred, leased, financed, or otherwise affected: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County which consent or subsequent ratification may be granted by the County, in its sole discretion; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (v) the Company or any such other Sponsor or Sponsor Affiliate and the transferee shall comply with all other requirements of the Transfer Provisions. Subject to County consent when required under this Section 6.01, and at the expense of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01. The Company acknowledges such a transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or result in penalties under the Act absent compliance by the Company or any such Co-Investor with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate may at any time (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- sale-leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates. In order to transfer all or any of its rights and interests under this Agreement and preserve the benefits hereunder, including, without limitation, the benefits of the Negotiated FILOT hereunder and the Special Source Credits, with respect to any Negotiated FILOT Property Project property so transferred, leased, financed, or otherwise affected: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County County, which consent or subsequent ratification may of the County shall not be granted by the Countyunreasonably conditioned, in its sole discretionwithheld, or delayed; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d4.01(e) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy notice of any such transfer agreementagreement in order to preserve the benefits of the Negotiated FILOT; and (v) the Company or any such other Sponsor or Sponsor Affiliate and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.01, and at the expense of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or and execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01. The Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or result in penalties under the Negotiated FILOT Act absent compliance by the Company or any such Co-Investor Sponsor or Sponsor Affiliate with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the each Company and each other Sponsor or Sponsor Affiliate Co-Investor may at any time (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- sale-leaseback, equipment lease, build-build- to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the any Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates Co- Investor or operates such assets for the any Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates Co-Investor or is leasing all or a portion of the Expansion Project in question from the any Company or any other Sponsor or Sponsor Affiliate or any of their respective AffiliatesCo-Investor. In order to preserve the event of any such transfer, lease, financing, or other transaction described above, the rights and interests of such Company or such other Co-Investor under this Agreement, including, without limitation, the benefits of the Negotiated FILOT hereunder and the Special Source Credits, with respect to any Negotiated FILOT Property Project property so transferred, leased, financed, or otherwise affectedaffected shall be so transferred and preserved, automatically, without further action of the County, subject to the following provisions: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate Co-Investor or an Affiliate of the any Company or any Sponsor or Sponsor Affiliateother Co-Investor, or transfers, leases, or financing arrangements pursuant to clause (b) above (above, as to all of which such transfers and other transactions the County hereby preapproves and consents), the transferor Company shall obtain the prior consent or subsequent ratification of the County County, which consent or subsequent ratification may of the County shall not be granted by the Countyunreasonably conditioned, in its sole discretionwithheld, or delayed; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the transferor Company or any such other Sponsor or Sponsor Affiliate Co-Investor hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d) hereof, no such transfer shall affect or reduce any of the obligations of the such Company or any such other Sponsor or Sponsor Affiliate Co-Investor hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the transferor Company or any such other Sponsor or Sponsor Affiliate Co-Investor (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the transferor Company or any such other Sponsor or Sponsor AffiliateCo-Investor, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy notice of any such transfer agreement; and (v) the transferor Company or any such other Sponsor or Sponsor Affiliate Co-Investor and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.01, and at the expense of the transferor Company or any such other Sponsor or Sponsor AffiliateCo-Investor, the County agrees to take such further action or and execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the transferor Company or any other Sponsor or Sponsor Affiliate Co-Investor under this Agreement and/or any release of the transferor Company or any other Sponsor or Sponsor Affiliate Co-Investor pursuant to this Section 6.01. The Each Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or result in penalties under the Negotiated FILOT Act absent compliance by the Company Companies or any such Co-Investor with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate may at any time (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any PersonPerson (with such consent to be evidenced by a resolution of the County Council); or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- sale-leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing all or a portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective AffiliatesAffiliate. In order to preserve the event of any such transfer, lease, financing, or other transaction described above, the rights and interests of the Company or such other Sponsor or Sponsor Affiliate under this Agreement, including, without limitation, the benefits of the Negotiated FILOT hereunder FILOT, with respect to any Negotiated FILOT Property Project property so transferred, leased, financed, or otherwise affectedaffected shall be so‌ transferred and preserved, automatically, without further action of the County or the Council, subject to the following provisions: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any other Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements pursuant to clause (b) above (above, as to all of which such transfers and other transactions the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County (via resolution of the County Council), which consent or subsequent ratification may of the County shall not be granted by the Countyunreasonably conditioned, in its sole discretionwithheld, or delayed; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d4.01(e) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy notice of any such transfer agreement; and (v) the Company or any such other Sponsor or Sponsor Affiliate and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.01, and at the expense of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or and execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01. The Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or result in penalties under the Negotiated FILOT Act absent compliance by the Company or any such Co-Investor Sponsor or Sponsor Affiliate with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate Co-Investor may at any time time, and subject to the remaining provisions of this paragraph, (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer leaselease arrangement, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate Co-Investor or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate Co-Investor or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate Co- Investor or any of their respective Affiliates. In order to transfer all or any of its rights and interests under this Agreement and preserve the benefits of the Negotiated FILOT hereunder and the Special Source Credits, with respect to any Negotiated FILOT Property Project property so transferred, leased, financed, or otherwise affected: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate Co-Investor or an Affiliate of the Company or any Sponsor or Sponsor AffiliateCo-Investor, or transfers, leases, or financing arrangements pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County County, which consent or subsequent ratification may be granted by given in the sole discretion of the County, in its sole discretion; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate Co-Investor hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d5.01(d) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate Co- Investor hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments Payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate Co-Investor (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor AffiliateCo-Investor, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (v) the Company or any such other Sponsor or Sponsor Affiliate Co-Investor and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.017.01, and at the expense of the Company or any such other Sponsor or Sponsor AffiliateCo-Investor, the County agrees to take such further action or execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate Co-Investor under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate Co- Investor pursuant to this Section 6.017.01. The Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or the Special Source Credits or result in penalties under the Act absent compliance by the Company or any such Co-Investor with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or the Tenant Sponsor Affiliate may at any time time: (a) transfer all or any of its their respective rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- sale, leaseback, equipment leaseor other financing lease arrangement; provided that, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless in connection with any of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates. In order to preserve the benefits of the Negotiated FILOT hereunder with respect to any Negotiated FILOT Property so transferred, leased, financed, or otherwise affectedforegoing transfers: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate or an Affiliate another member of the Company FILOT Group, any of the Sponsor Affiliates or any Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements transfers pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company or the Tenant Sponsor Affiliate, as applicable, shall first obtain the prior written consent or subsequent ratification of the County which consent or subsequent ratification may be granted by the County, in its sole discretion; (ii) except when where a financing entity entity, which is the income tax owner of all or part of the Negotiated FILOT Property Project, is the transferee pursuant to clause (b) above and such transferee or financing entity assumes in writing the obligations of the Company or any such other Sponsor or the Tenant Sponsor Affiliate hereunder, or when where the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d) hereofwriting, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or the Tenant Sponsor Affiliate hereunder, but all obligations of the Company or the Tenant Sponsor Affiliate hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Tenant Sponsor Affiliate (or prior as applicable), transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (viv) the Company or any such other Sponsor or the Tenant Sponsor Affiliate (as applicable) and the transferee shall comply with all other requirements of the Transfer Provisions. Subject The County agrees that, to County the extent allowed by law, any consent when required under this Section 6.01, and at hereunder (such consent shall be in the expense sole discretion of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or execute such further agreements, documents, and instruments as County) may be reasonably required to effectuate the assumption approved and evidenced by any such transferee a resolution of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01County Council. The Company acknowledges and the Tenant Sponsor Affiliate acknowledge that such a transfer of an interest under this Agreement or in the Negotiated FILOT Property Project may cause all or part of the Negotiated FILOT Property Project to become ineligible for a Negotiated FILOT or result in penalties under the Act absent compliance by the Company or any such Co-Investor the Tenant Sponsor Affiliate with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Company Affiliate may at any time time: (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this the Agreement or all or any part of the Expansion Project, including without limitation any sale- sale, leaseback, equipment leaseor other financing lease arrangement; provided that, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless in connection with any of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates. In order to preserve the benefits of the Negotiated FILOT hereunder with respect to any Negotiated FILOT Property so transferred, leased, financed, or otherwise affectedforegoing transfers: (i) except in connection with any transfer to another member of the Controlled Group, any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any Sponsor or Sponsor AffiliateAffiliates (collectively, the “Related Entities”), or transfers, leases, or financing arrangements transfers pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company or such Company Affiliate shall first obtain the prior written consent or subsequent ratification of the County which consent or subsequent ratification may be granted by the County, in its sole discretion; (ii) except when where a financing entity entity, which is the income tax owner of all or part of the Negotiated FILOT Property Project, is the transferee pursuant to clause (b) above and such transferee or financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Company Affiliate hereunder, or when where the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d) hereofwriting, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Company Affiliate hereunder, but all obligations of the Company or such Company Affiliate hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunderCompany, the transferee shall assume the then current basis of the such Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee transferee, or financing entity shall, within sixty (60) 60 days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (viv) the Company or any such other Sponsor or Sponsor Company Affiliate and the transferee shall comply with all other requirements of the Transfer Provisions. Subject The County agrees that, to County the extent allowed by law, any consent when required under this Section 6.01, and at hereunder (such consent shall be in the expense sole discretion of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or execute such further agreements, documents, and instruments as County) may be reasonably required to effectuate the assumption approved and evidenced by any such transferee a resolution of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01County Council. The Company acknowledges that such a transfer of an interest under this Agreement or in the Negotiated FILOT Property Project may cause all or part of the Negotiated FILOT Property Project to become ineligible for a Negotiated FILOT or result in penalties under the Act absent compliance by the Company or any such Co-Investor Company Affiliate with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate may at any time (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any PersonPerson (with such consent to be evidenced by a resolution of the County Council); or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- sale-leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing all or a portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective AffiliatesAffiliate. In order to preserve the event of any such transfer, lease, financing, or other transaction described above, the rights and interests of the Company or such other Sponsor or Sponsor Affiliate under this Agreement, including, without limitation, the benefits of the Negotiated FILOT hereunder FILOT, with respect to any Negotiated FILOT Property Project property so transferred, leased, financed, or otherwise affectedaffected shall be so transferred and preserved, automatically, without further action of the County or the Council, subject to the following provisions: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any other Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements pursuant to clause (b) above (above, as to all of which such transfers and other transactions the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County (via resolution of the County Council), which consent or subsequent ratification may of the County shall not be granted by the Countyunreasonably conditioned, in its sole discretionwithheld, or delayed; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d4.01(e) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy notice of any such transfer agreement; and (v) the Company or any such other Sponsor or Sponsor Affiliate and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.01, and at the expense of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or and execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01. The Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or result in penalties under the Negotiated FILOT Act absent compliance by the Company or any such Co-Investor Sponsor or Sponsor Affiliate with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate Co-Investor may at any time time, and subject to the remaining provisions of this paragraph, (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this Agreement or all or any part of the Expansion Project, including without limitation any sale- leaseback, equipment lease, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer leaselease arrangement, assignment, sublease or similar arrangement or succession of such arrangements, regardless of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate Co-Investor or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate Co-Investor or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate Co- Investor or any of their respective Affiliates. In order to transfer all or any of its rights and interests under this Agreement and preserve the benefits of the Negotiated FILOT hereunder and the Special Source Credits, with respect to any Negotiated FILOT Property property so transferred, leased, financed, or otherwise affected: (i) except in connection with any transfer to any other Sponsor or Sponsor Affiliate Co-Investor or an Affiliate of the Company or any Sponsor or Sponsor AffiliateCo-Investor, or transfers, leases, or financing arrangements pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company shall obtain the prior consent or subsequent ratification of the County County, which consent or subsequent ratification may be granted given by the County, County in its sole discretion; (ii) except when a financing entity which is the income tax owner of all or part of the Negotiated FILOT Property Project property is the transferee pursuant to clause (b) above and such financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate Co- Investor hereunder, or when the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d4.01(e) hereof, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor Co-Investor hereunder, provided, however, notwithstanding the foregoing, the obligations of the Company set forth in Section 5.01(f)(iv) may not be reduced or Sponsor Affiliate hereunderreleased without the consent of the County; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunder, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate Co-Investor (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor AffiliateCo-Investor, transferee or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (v) the Company or any such other Sponsor or Sponsor Affiliate Co- Investor and the transferee shall comply with all other requirements of the Transfer ProvisionsProvisions in order to preserve the benefits of the Negotiated FILOT. Subject to County consent when required under this Section 6.01, and at the expense of the Company or any such other Sponsor or Sponsor AffiliateCo-Investor, the County agrees to take such further action or execute such further agreements, documents, and instruments as may be reasonably required to effectuate the assumption by any such transferee of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate Co-Investor under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate Co- Investor pursuant to this Section 6.01. The Company acknowledges such a that any transfer of an interest under this Agreement or in the Negotiated FILOT Property may cause all or part of the Negotiated FILOT Property to become ineligible for a Negotiated FILOT or the Special Source Credits or result in penalties under the Act absent compliance by the Company or any such Co-Investor with the Transfer Provisions.

Conveyance of Liens and Interests; Assignment. The County agrees that the Company and each other Sponsor or Sponsor Affiliate may at any time time: (a) transfer all or any of its rights and interests hereunder or with respect to all or any part of the Expansion Project to any Person; or (b) enter into any lending, financing, leasing, security, or similar arrangement or succession of such arrangements with any financing entity or other Person with respect to this the Agreement or all or any part of the Expansion Project, including without limitation any sale- sale, leaseback, equipment leaseor other financing lease arrangement; provided that, build-to-suit lease, synthetic lease, nordic lease, defeased tax benefit or transfer lease, assignment, sublease or similar arrangement or succession of such arrangements, regardless in connection with any of the identity of the income tax owner of such portion of the Expansion Project, whereby the transferee in any such arrangement leases the portion of the Expansion Project in question to the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or operates such assets for the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates or is leasing portion of the Expansion Project in question from the Company or any other Sponsor or Sponsor Affiliate or any of their respective Affiliates. In order to preserve the benefits of the Negotiated FILOT hereunder with respect to any Negotiated FILOT Property so transferred, leased, financed, or otherwise affectedforegoing transfers: (i) except in connection with any transfer to another member of the Controlled Group, any other Sponsor or Sponsor Affiliate or an Affiliate of the Company or any Sponsor or Sponsor Affiliate, or transfers, leases, or financing arrangements transfers pursuant to clause (b) above (as to all of which such transfers the County hereby pre-approves and consents), the Company or such Sponsor Affiliate shall first obtain the prior written consent or subsequent ratification of the County which consent or subsequent ratification may be granted by the County, in its sole discretion; (ii) except when where a financing entity entity, which is the income tax owner of all or part of the Negotiated FILOT Property Project, is the transferee pursuant to clause (b) above and such transferee or financing entity assumes in writing the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, or when where the County consents in writing or when the transfer relates to Released Property pursuant to Section 4.01(d) hereofwriting, no such transfer shall affect or reduce any of the obligations of the Company or any such other Sponsor or Sponsor Affiliate hereunder, but all obligations of the Company or such Sponsor Affiliate hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety; (iii) to the extent the transferee or financing entity shall become obligated to make Negotiated FILOT payments hereunderCompany, the transferee shall assume the then current basis of the Company or any such other Sponsor or Sponsor Affiliate (or prior transferee) in the Negotiated FILOT Property transferred; (iv) the Company or any such other Sponsor or Sponsor Affiliate, transferee transferee, or financing entity shall, within sixty (60) 60 days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (viv) the Company or any such other Sponsor or Sponsor Affiliate and the transferee shall comply with all other requirements of the Transfer Provisions. Subject The County agrees that, to County the extent allowed by law, any consent when required under this Section 6.01, and at hereunder (such consent shall be in the expense sole discretion of the Company or any such other Sponsor or Sponsor Affiliate, the County agrees to take such further action or execute such further agreements, documents, and instruments as County) may be reasonably required to effectuate the assumption approved and evidenced by any such transferee a resolution of all or part of the rights of the Company or any other Sponsor or Sponsor Affiliate under this Agreement and/or any release of the Company or any other Sponsor or Sponsor Affiliate pursuant to this Section 6.01County Council. The Company acknowledges that such a transfer of an interest under this Agreement or in the Negotiated FILOT Property Project may cause all or part of the Negotiated FILOT Property Project to become ineligible for a Negotiated FILOT or result in penalties under the Act absent compliance by the Company or any such Co-Investor Sponsor Affiliate with the Transfer Provisions.