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Lr.. 35-- 006350 ARTICLE VIII ASSIGNMENT AND LEASING; INDEMNIFICATION; MORTGAGING AND SELLING; REDEMPTION; TRANSFER OF TITLE Section 8.1. Assignment and Leasing. This Agreement may be assigned and the Project leased as a whole or in part by Company subject, however, to each of the following conditions: (a) Prior to any assignment of its interest, Company shall obtain the written consent of Issuer and Trustee, which consent shall not be unreasonably withheld. (b). No assignment or leasing shall relieve Company from primary liability for any obligation under this Agreement and in the event of any such assignment or lease, Company shall continue to remain primarily liable for payment of the amounts specified in Sections 5.2, 5.3 and 5.4 hereof and for performance and observance of the other agreements on its part herein provided to be performed and observed by Company to the same extent as though no assignment or lease had been made. (c) The assignee shall assume the obligations of Company hereunder to the extent of the interest assigned, whereupon Company and the assignee shall be jointly and severally liable for all obligations of Company under this Agreement to the extent of the interest assigned. (d) Company shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to Issuer and Trustee a true and complete copy of each assignment or assumption of obligation, as the case may be. (e) Such assignment, in the opinion of recognized bond counsel, shall not affect the tax - exempt status of any Bond. Section 8.2. Release and Indemnification Covenants. (a) Company agrees to protect, indemnify and save Issuer and its officers, employees and agents and Trustee and its officers, employees and agents harmless from and against all liability, losses, damages, costs, expenses (including attorneys' fees), taxes, causes of action, suits, claims, demands and judgments of any nature or from, by or on behalf of any person, firm, -36- L