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ARTICLE VII <br /> ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS <br /> The County has provided in the Agreement for the acquisition, <br /> construction and equipping of the Improvements by the Board of <br /> Education as the County's agent. The Board of Education represents <br /> that it has reviewed all provisions concerning the acquisition, <br /> construction and equipping of the Improvements in the Installment <br /> Purchase Contract and hereby approves such provisions. The Board <br /> of Education shall take possession of the Improvements upon <br /> completion thereof. <br /> Title to the Improvements and the remainder of the Leased <br /> Property shall be held by the County, subject only to Permitted <br /> Encumbrances and any other encumbrances pursuant to or in <br /> accordance with the Installment Purchase Contract, the Deed of <br /> Trust or this Lease. <br /> ARTICLE VIII <br /> BOARD OF EDUCATION'S ASSUMPTION OF COUNTY'S OBLIGATIONS <br /> 8 . 1 Assumption of Obligations. The Board of Education hereby <br /> assumes all the County's obligations under the Installment Purchase <br /> Contract regarding care, use and operation of the Leased Property, <br /> payment of taxes, utilities and other governmental charges, <br /> maintenance of insurance coverage, prevention of liens, and repair <br /> or replacement of the Leased Property; provided, however, that the <br /> County hereby undertakes to make any insurance proceeds <br /> contemplated by the Installment Purchase Contract available to the <br /> Board of Education for use in carrying out this obligation and, <br /> further, that the County retains its rights to direct the use of <br /> such insurance proceeds to prepayment of the County's obligations <br /> under the Installment Purchase Contract. It is expressly <br /> understood that the Board of Education shall not assume the <br /> County's obligation under the Installment Purchase Contract to pay <br /> the Installment Payments and that the Board. of Education shall not <br /> indemnify the County or any other party to the Installment Purchase <br /> Contract for third-party claims asserted against any party to the <br /> Installment Purchase Contract relating to the payment of the <br /> Installment Payments. <br /> 8 . 2 Transfer of Rights. In order to allow the Board of <br /> Education to carry out the County's obligations under the <br /> Installment Purchase Contract to be assumed by the Board of <br /> Education, the County hereby transfers its rights under the <br /> Installment Purchase Contract regarding such obligations to the <br /> Board of Education. Nothing in this Section, however, shall be <br /> BWNY/133845.2/15880/00013/1537 December 14, 1994 6 <br />