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® ARTICLE VI <br /> SPECIAL COVENANTS AND AGREEMENTS <br /> Section 6.1. Maintenance of Corporate Existence. The Company agrees that it will do all <br /> things necessary to preserve and keep in full force and effect and in good standing its existence, <br /> material rights and material franchises under the laws of the state of its organization and will not <br /> dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or <br /> merge into any other entity or permit one or more other entities to consolidate with or merge into it, <br /> except the Company may,without violating the foregoing, consolidate with or merge into another <br /> entity or permit one or more other entities to consolidate with or merge into it,or transfer(other than <br /> by way of an assignment as security for obligations of the Company) all or substantially all of its <br /> assets to another entity(thereafter dissolving or not dissolving as it may elect),if the entity surviving <br /> such merger or resulting from such consolidation,or the entity to which all or substantially all of the <br /> assets of the Company are transferred,as the case may be: (i)shall qualify to do business in the State <br /> of Arkansas under the laws thereof, and (ii) shall assume in writing all of the obligations of the <br /> Company hereunder. Upon and after such consolidation,merger or transfer meeting the foregoing <br /> conditions,the Company shall be relieved from liability for its obligations hereunder. <br /> Section 6.2. Release and Indemnification Covenants. (a) The Company shall and hereby <br /> agrees to indemnify and save the Issuer and the Trustee harmless against and from all claims by or <br /> on behalf of any person, firm, corporation or other legal entity arising from the conduct or <br /> • management of, or from any work or thing done on, the Project during the term of this Lease <br /> Agreement from (i) any condition of the Project, (ii) any breach or default on the part of the <br /> Company in the performance of any of its obligations under this Lease Agreement, (iii) any act or <br /> negligence of the Company or any of its agents,contractors,servants,employees or licensees or(iv) <br /> any act or negligence of any assignee or sublessee of the Company, or of any agents, contractors, <br /> servants,employees or licensees of any assignee or sublessee of the Company. The Company shall <br /> indemnify and save the Issuer and the Trustee harmless from any such claim arising as aforesaid <br /> from(i),(ii),(iii)or(iv)above,or in connection with any action or proceeding brought thereon,and <br /> upon notice from the Issuer or the Trustee, the Company shall defend them or any of them in any <br /> such action or proceeding. Notwithstanding the foregoing, neither the Issuer nor the Trustee shall <br /> be entitled to indemnification for any claim arising out of its own gross negligence or willful <br /> misconduct. <br /> (b) Notwithstanding the fact that it is the intention of the parties that the Issuer shall not <br /> incur pecuniary liability by reason ofthe terms ofthis Lease Agreement,or the undertakings required <br /> of the Issuer hereunder by reason of the issuance of the Bonds, the execution of the Indenture, the <br /> performance of any act required of the Issuer by this Lease Agreement, or the performance of any <br /> act requested of the Issuer by the Company, including all claims, liabilities or losses arising in <br /> connection with the violation of any statutes or regulations pertaining to the foregoing;nevertheless, <br /> if the Issuer should incur any such pecuniary liability, then in such event the Company shall <br /> indemnify and hold the Issuer harmless against all claims by or on behalf of any person, firm or <br /> • <br /> 15 <br />