Lease Agreement City of RWC PFA as sublessor

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Section 7.4. Assi�nment Agreement bv the Authorit,y. The Authority's rights, title and interests under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City hereunder, have been assigned to the Assignee; provided that the Authority's rights to indemnification and payment or reimbursement for any costs or expenses hereunder have been retained by the Authority to the extent such rights accrue to the Authority and shall have been assigned to the Assignee to the extent such rights accrue to the Assignee. The City hereby consents to such assignment. Whenever in this Lease Agreement any reference is made to the Authority, such reference shall be deemed to refer to the Assignee (including its assignees). The Assignee may make additional assignments of its rights, title and interests herein, provided such assignment is in compliance with all applicable securities laws, but no such assignment will be effective as against the City unless and until the Assignee has filed with the. City at Ieast five (5) Business Days' prior written notice thereof(except no such notice shall be required for an assignment in whole by the Assignee to Compass Mortgage Corporation, an Alabama corporation) and an executed copy of an investor's letter addressed to the City and the Authority substantially in the form of the letter delivered by the Assignee on the Closing Date. The City shall pay all Lease Payments hereunder to the Assignee, as provided in Section 4.3(h) hereof, or under the written direction of the assignee named in the most recent assignment or notice of assignment filed with the City. During the Term of this Lease Agreement,the City will keep a complete and accurate record of all such notices of assignment. � Section 7.5. Assi�nment As�reement and Subleasin�b ��the Citx. This Lease Agreement may not be assigned, mortgaged, pledged or transferred by the City. The City may sublease the Property, or any portion thereof, with the prior written consent of the Assignee, at the Assignee's sole discretion, subject to all of the following conditions: (a) This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City, and any sublease shall be subject and subordinate to this Lease Agreement. (b) The City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Assignee a true and complete copy of such sublease. (c) No such sublease by the City may cause the Property to be used for a purpose other than as may be authorized under the provisions of the laws af the State. (d) The City shall furnish the Authority and the Assignee with a written opinion of Bond Counsel stating that such sublease does not cause the interest components of the Lease Payments to become includable in gross income for purposes of federal income taxation ar to become subject to personal income taxation by the State. (e) Any such sublease shall be subject and subordinate in all respects to the Site and Facility Lease and this Lease Agreement. -26- 338802_2.DOC