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<br />ARTICLE 10 <br /> <br />ASSIGNMENT, LEASING AND SELLING <br /> <br />SECTION 10.01. ASSIGNMENT AND LEASING BY CORPORATION. This Loan Agreement <br />may be assigned in whole or in part, and the Facilities may be leased as a whole or in part, by the <br />Corporation only upon the condition that: <br /> <br />(a) no assignment or leasing shall relieve the Corporation from primary liability <br />for any of its obligations hereunder, and in the event of any such assignment or leasing the <br />Corporation shall continue to remain primarily liable for the payment of all obligations under <br />this Loan Agreement or the Indenture and for performance and observance of the other <br />agreements on its part herein provided to be performed and observed by it; <br /> <br />(b) any assignment or lease from the Corporation must retain for the Corporation <br />such rights and interests as will permit it to perform its obligations under this Loan <br />Agreement, and any assignee from the Corporation shall assume the obligations of the <br />Corporation hereunder to the extent of the interest assigned; <br /> <br />( c) any lease from the Corporation must be subject and subordinate to the lien of <br />the Mortgage; <br /> <br />(d) the assignee shall assume in writing, satisfactory to the Trustee, all obligations <br />and covenants of the Corporation hereunder in respect of the interest assigned and shall <br />deliver such assumption, and such other documents or certificates as the Issuer and Trustee <br />shall deem reasonably necessary, to the Trustee; and <br /> <br />( e) the Corporation shall furnish the Trustee an opinion of Bond Counsel <br />confirming the continuation ofthe validity of the Bonds, this Loan Agreement, the Mortgage <br />and the Indenture and stating that the assignment shall not result in interest on any Bonds <br />becoming includable in the gross income of the Holders thereof for federal income tax <br />purposes. <br /> <br />SECTION 10.02. ASSIGNMENT BY THE ISSUER. The Issuer may assign its rights and grant <br />a security interest under its interest in, and pledge any monies receivable under or pursuant to, this <br />Loan Agreement to the Trustee pursuant to the Indenture as security for payment of the principal of <br />and interest on the Bonds. <br /> <br />(Remainder of this page intentionally left blank.) <br /> <br />10-1 <br />