Agenda - Council - 08/13/2013 - Laserfiche WebLink

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ARTICLE VII ASSIGNMENT, LEASING, INDEMNIFICATION AND REDEMPTION Section 7.1 Assignment and Leasing. Subject to the covenant set forth in Section 7.2 hereof, the Company's rights and obligations under this Agreement may be assigned and the Schoolhouse leased, as a whole or in part, by the Company without the necessity of obtaining the consent of the Issuer, or the Trustee, subject, however, to each of the following conditions: (a) No assignment or lease shall relieve the Company from primary Iiability for any obligations hereunder, and in the event of any such assignment the Company shall continue to remain primarily liable for payment of the amounts specified in Section 4.2 hereof and for payment, performance and observance of the other agreements on its part herein provided to be performed and observed by the Company to the same extent as though no assignment or lease had been made. (b) The assignee or lessee shall assume the obligations of the Company hereunder to the extent of the interest assigned or leased. (c) The assignee or lessee shall receive no greater interest in the Schoolhouse than that held by the Company. In particular, any assignment or lease shall be granted only subject to the rights of the Issuer and the Trustee under this Agreement and the Indenture and shall terminate upon any foreclosure of the Company's rights under the Mortgage. (d) The Company shall, at least 10 days prior to the execution of such assignment or lease, furnish or cause to be furnished to the Issuer and the Trustee (x) a true and complete draft copy of each assignment, assumption of obligation or lease, as the case may be, and (y) an opinion from Bond Counsel to the effect that the assignment or lease will not cause interest on the Outstanding Series A Bonds to be included in the gross income of the owners thereof for purposes of federal income taxation, and a form of opinion from Independent Counsel that the assignment or lease has been accomplished in accordance with State law and this Agreement. Final executed copies of all such documents and opinions shall be provided to the same parties, Section 7.2 Transfer. Other than the Lease, the Company covenants and agrees that Company shall not sell, transfer or dispose of the Schoolhouse or any interest therein, unless the transferee is (a) an organization described in Section 501(c)(3) of the Code, or (b) a state or local government unit. The Company further covenants and agrees that the Company will cause or require as a condition precedent to any conveyance, transfer, assignment or any other disposition of the Schoolhouse (a "Transfer") prior to the final Maturity of the Bonds, that the transferee of the Schoolhouse pursuant to the Transfer assume in writing, in a form acceptable to the Issuer all duties and obligations of the Company under this Agreement and the Indenture, and that the Transferee cause to be delivered to the Trustee (i) an opinion of Bond Counsel to the effect that the Transfer does not adversely affect the tax-exempt status of the Series A Bonds and (ii) an 30 5G008G1v1