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ARTICLE XI
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<br />ASSIGNMENT, SUBLEASING AND SELLING
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<br /> Section 11.1. Subleasing, Assignment and Right to Use. No sublease, right to
<br />Use or assignment of the Leased Premises, or any portion'thereof, shall be effective unless the
<br />instrument granting such sublease, assignment or right to use is filed with the City and within
<br />sixty (60) days following that filing, there shall not have become effective an ordinance of the
<br />City directing the Lessee not to sublease, grant the right to use or assign such facilities provided
<br />that prohibition shall not apply to any sublease, right to use or assignment: (a) in effect on the
<br />date of delivery hereof or any extension of those subleases, grants or assignments, if a copy of,
<br />or a writing describing fully, the sublease, grant or assignment has been provided to the Trustee
<br />and the City prior to the delivery date hereof; Co) to facilitate the provision of Hospital Specialty
<br />Services or Convenience Activities or (c) the sublease, grant or assignment is to the Member,
<br />a Permitted Affiliate or an Affiliated Corporation.
<br />
<br /> Notwithstanding the immediately preceding paragraph, no Management Contract
<br />of the Existing Facilities and no sublease, right to use or assignment of the facilities located on
<br />Parcel No. 1 of the Leased Real Premises which together with the then existing subleases,
<br />rights-to-use and assignments of the facilities located on Parcel No. 1 of the Leased Premises,
<br />sublease, grant the right to use, assign or subject to Management Contract an area of the
<br />facilities on Parcel No. 1 which in the most recent Fiscal Year for which audited financial
<br />statements are available pursuant to Section 9.4 hereof produced more than 74% of the Total
<br />Revenue for that Fiscal Year as shown on those audited financial statements provided by such
<br />facilities, shall become effective unless the instrument of such Management Contract, sublease,
<br />right to use or assignment is filed with the City and within sixty (60) days following that fling,
<br />there shall not have become effective an ordinance of the City directing the Lessee not to
<br />contract for management, sublease, grant the right to use or assign such facilities.
<br />
<br /> Lessee shall provide the City quarterly a report detailing and updating any
<br />assignment or subleasing activity with respect to this Lease.
<br />
<br /> If any Bonds are outstanding, all of the following conditions must be satisfied in
<br />order to proceed pursuant to this Section 11.1:
<br />
<br /> (a) No assignment (other than pursuant to Section 9.4 hereof), sublease
<br />or grant shall relieve the Lessee from primary liability for any of its covenants.,
<br />agreements or obligations under this Lease, and in the event of that assignment,
<br />sublease or grant, the Lessee shall continue to remain primarily liable for the
<br />payment of the Basic Rent, Additional Payments and other amounts payable, and
<br />for the observance and performance of all of its covenants, agreements and
<br />obligations, under this Lease.
<br />
<br /> (b) Any assignment, lease or grant may provide for the use, operation,
<br />maintenance, modification and replacement of the Leased Premises, or any part
<br />thereof, by the assignee, sublessee or grantee; provided that (1) the use,
<br />operation, maintenance, modification or replacement shall be in accordance with
<br />this Lease, (2) the Lessee shall obtain or retain all rights and interests necessary
<br />or advisable to permit it to observe and perform all of its covenants, agreements
<br />and obligations under this Lease, and (3) any assignee shall assume the
<br />obligations of the Lessee, to the extent of the interest assigned, to pay Basic Rent,
<br />Additional Payments and other amounts payable, and to observe and perform the
<br />Lessee's covenants, agreements and obligations, under this Lease.
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