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<br />ARTICLE 10 <br /> <br />ASSIGNMENT, LEASING AND SELLING <br /> <br />SECTION 10.01. ASSIGNMENT AND LEASING BY CORPORA TlON. This Loan Agreement may <br />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) the Lender consents in writing to any assignment or lease; <br /> <br />(b) the assignee shall assume in writing, satisfactory to the Lender, 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 Lender <br />shall deem reasonably necessary, to the Lender; and <br /> <br />(c) the Corporation shall furnish the Lender and the Issuer an opinion of Bond <br />Counsel confirming the continuation of the validity ofthe Bonds, this Loan Agreement and <br />the Resolution 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 intcrest in, and pledge any monies receivable under or pursuant to, this <br />Loan Agreement to the Lender pursuant to the Pledge Agreement as security for payment of the <br />principal of and interest on thc Bonds. <br /> <br />(Remainder of this page intentionally left blank.) <br /> <br />10-1 <br />