Common use of Borrower Not to Dispose of Assets; Conditions Under Which Exceptions Permitted Clause in Contracts

Borrower Not to Dispose of Assets; Conditions Under Which Exceptions Permitted. (a) The Borrower agrees that during the term of this Agreement it will not dispose of all or substantially all of its assets nor consolidate with nor merge into any entity unless: (i) the acquirer of its assets or the entity with which it shall consolidate or into which it shall merge shall be (A) an organization described in Section 501(c)(3) of the Code that agrees to operate the Project in a manner that does not constitute an unrelated trade or business of such organization or a governmental unit (as described in Section 145 of the Code) or (B) an entity that will not, in the opinion of Bond Counsel, adversely affect the exclusion of interest on the Bonds from the gross incomes of owners of the Bonds for purposes of federal income taxation and is permissible under State law; (ii) such acquiring or remaining entity shall assume in writing all of the obligations of the Borrower under this Agreement, the Regulatory Agreement, the Continuing Disclosure Agreement, the Note and the Deed of Trust; (iii) the Authority, after having consulted with such counsel or advisor as deemed by the Authority to be necessary shall have consented in writing to such transfer, such consent not to be unreasonably withheld; and

Borrower Not to Dispose of Assets; Conditions Under Which Exceptions Permitted. (a) The Borrower agrees that during the term of this Agreement it will not dispose of all or substantially all of its assets nor consolidate with nor merge into any entity unless: (i) the acquirer of its assets or the entity with which it shall consolidate or into which it shall merge shall be (A) an organization described in Section 501(c)(3) of the Code that agrees to operate the Project in a manner that does not constitute an unrelated trade or business of such organization or a governmental unit (as described in Section 145 of the Code) or (B) an entity that will not, in the opinion of Bond Counsel, adversely affect the exclusion of interest on the Bonds from the gross incomes income of the owners of the Tax-Exempt Bonds for purposes of federal income taxation and is permissible under State law; (ii) such acquiring or remaining entity shall assume in writing all of the obligations of the Borrower under this Agreement, the Regulatory Agreement, the Continuing Disclosure Agreement, the Note and the Deed of Trust; (iii) the Authority, after having consulted with such counsel or advisor as deemed by the Authority to be necessary shall have consented in writing to such transfer, such consent not to be unreasonably withheld; andand (iv) the written instrument or instruments evidencing such assumption are promptly provided to the Trustee and the Authority. (b) In no event shall the Borrower sell the Project for an amount that, when added to the amount of all moneys held in the funds and accounts established under the Indenture that are legally available to redeem Outstanding Series A Bonds, is less than the sum of one- hundred percent (100%) of the Outstanding principal amount of the Series A Bonds plus accrued interest, unless the Borrower obtains and provides to the Trustee the written consent to such sale of one-hundred percent (100%) of the Owners of the Outstanding Series A Bonds. This Section 6.2(b) shall not be amended without the written approval of one-hundred percent (100%) of the Owners of the Outstanding Series A Bonds.