|
ARTICLE VIII
<br /> ASSIGNMENT, LEASING, INDEMNIFICATION, AND REDEMPTION
<br /> Section 8.1 Assignment and Leasing. The Company's rights and obligations under this
<br /> Loan Agreement may be assigned and the School Facilities leased, as a whole or in part, by the
<br /> Company without prior written consent of the Issuer, the Trustee, or the Majority Bondholder(s),
<br /> subject,however, to each of the following conditions (which shall not apply to lease of the School
<br /> Facilities pursuant to the Lease):
<br /> (a) No assignment or lease shall relieve the Company from primary liability for
<br /> any obligations hereunder, and in the event of any such assignment the Company shall
<br /> continue to remain primarily liable for payment of the amounts specified in Section 4.2
<br /> hereof and for payment, performance, and observance of the other agreements on its part
<br /> herein provided to be performed and observed by the Company to the same extent as
<br /> though no assignment or lease had been made.
<br /> (b) The assignee or lessee shall assume the obligations of the Company
<br /> hereunder to the extent of the interest assigned or leased.
<br /> (c) The assignee or lessee shall receive no greater interest in the School
<br /> Facilities than that held by the Company. In particular, any assignment or lease shall be
<br /> granted only subject to the rights of the Issuer and the Trustee under this Loan Agreement
<br /> and the Indenture and shall terminate upon any foreclosure of the Company's rights under
<br /> the Mortgage.
<br /> (d) The Company shall, at least ten (10) days prior to the execution of such
<br /> assignment or lease, furnish or cause to be furnished to the Issuer and the Trustee(x) a true
<br /> and complete draft copy of each assignment, assumption of obligation, or lease, as the case
<br /> may be, and (y) an opinion from Bond Counsel to the effect that the assignment or lease
<br /> will not cause interest on the Outstanding Tax-Exempt Bonds to be included in the gross
<br /> income of the owners thereof for purposes of federal income taxation,and a form of opinion
<br /> from Independent Counsel that the assignment or lease has been accomplished in
<br /> accordance with State law and this Loan Agreement. Final executed copies of all such
<br /> documents and opinions shall be provided to the same parties.
<br /> Section 8.2 Release and Indemnification Covenants.
<br /> (a) The Company shall and hereby agrees, at its expense, to pay, and to
<br /> indemnify and save the Issuer, the Issuer Indemnified Parties, the Trustee and its officials,
<br /> directors, officers, employees, attorneys and agents, and the Bondholders harmless against
<br /> and from any and all claims, damages, demands, expenses, liabilities, and taxes of any
<br /> character or nature whatsoever regardless of by whom imposed, and losses of every
<br /> conceivable kind, character, and nature whatsoever including,but not limited to,claims for
<br /> loss or damage to any property or injury to or death of any person, asserted by or on behalf
<br /> of any person, firm, corporation, or governmental authority arising out of, resulting from,
<br /> or in any way connected with (i) the School Facilities or the conditions, occupancy, use,
<br /> 31
<br /> 730911770
<br />
|