Common use of THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS Clause in Contracts

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement it will maintain its corporate existence in good standing and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate or merge into it; provided, that the Borrower may, without violating the covenants contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets and thereafter dissolve, provided that (1) either (A) the Borrower is the surviving corporation or (B) the surviving, resulting or transferee corporation, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and (ii) qualifies to do business in the State of California; and (2) the Borrower shall deliver to the Trustee an Opinion of Bond Counsel to the effect that such consolidation, merger or transfer and dissolution does not in and of itself adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, in whole or in part, subject, however, to each of the following conditions: (i) No assignment (other than pursuant to a merger, consolidation or combination described in Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and for performance and observance of the other agreements on its part herein provided to be performed and observed by it. (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall, within thirty days after delivery of such assignment, furnish or cause to be furnished to the City and the Trustee a true and complete copy of each such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City and the Trustee an Opinion of Bond Counsel that such assignment will not, in and of itself, result in the interest on the Bonds being determined to be includable in the gross income for federal income tax purposes of the owners thereof (other than a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code).

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The To the extent permitted by law and its articles of incorporation, the Borrower covenants and agrees that during the term of this Agreement it will maintain its corporate existence as a corporation, will continue to maintain its status as a corporation in good standing and in the State of California, will not dissolve dissolve, sell or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another corporation entity or permit one or more other corporations entities (except for a wholly owned subsidiary of the Borrower, an entity of which the Borrower is a wholly owned subsidiary, or an entity wholly owned by the entity of which the Borrower is a wholly owned subsidiary) to consolidate with or merge into it; provided, however, that if the Borrower mayhas obtained the prior written consent of the Authority and the Bank, without violating the covenants contained in this SectionBorrower may so combine, consolidate with or merge into another corporationentity, or permit one or more other corporations entities to consolidate with or merge into it, or sell or otherwise transfer to another corporation entity all or substantially all of its assets as an entirety and thereafter dissolve, provided that . The consent of the Authority (1which shall not be unreasonably withheld) either shall be given within 30 days after the Authority receives satisfactory evidence that: (A) the Borrower is the surviving corporation or (Bi) the surviving, resulting resulting, or transferee corporationperson or entity, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and hereunder, (ii) the surviving, resulting, or transferee person or entity, as the case may be, qualifies to do business in the State of California; , (iii) the existing Letter of Credit will remain in full force and effect, and (2iv) the Borrower credit rating on the Bonds, as determined by any Rating Agency then rating the Bonds, shall deliver be no lower than the rating level of the Bonds immediately prior to the Trustee effective date of such consolidation, merger, sale or transfer. The Authority shall also have received an Opinion of Bond Counsel to the effect that such consolidation, merger or transfer and dissolution does the resulting change in ownership of the Borrower will not cause interest on the Bonds to be included in and of itself adversely affect the exclusion from gross income for federal income tax purposes purposes. If the Authority does not act within 30 days after such written evidence is received, such consent shall be deemed to be given. If the outcome of the transaction would have a result other than the surviving, resulting or transferee person or entity owning any of the assets financed with proceeds of the Bonds and assuming all of the obligations of the Borrower to be performed hereunder, the Borrower shall deliver to the Trustee and the Authority prior to the consummation of the transaction an Opinion of Bond Counsel stating to the effect that the resulting change in ownership of the assets financed with proceeds of the Bonds will not cause interest on the BondsBonds to be included in gross income for federal income tax purposes. Within 10 days after the consummation of the merger or other transaction, the Borrower shall provide the Authority and the Trustee with counterpart copies of the merger instruments, or other documents constituting the transaction, including (A) copies of the instruments of assumption referred to in (i) above, (B) evidence of qualification as referred to in (ii) above, (C) evidence demonstrating compliance with the requirements of clauses (iii) and (iv) above, and (D) an officer's certificate stating that the requirements of Section 5.2(a) have been met. The Borrower shall give the Authority at least 30 days' written notice prior to the effective date of any merger or other transaction described above, together with drafts of the documents of assumption and officer's certificate as required herein. The Borrower agrees to provide such other information as the Authority may reasonably request in order to assure compliance with this Section 5.2(a). Notwithstanding any other provisions of this Section 5.2(a), the Borrower need not comply with any of the provisions of Section 5.2(a) above if, at the time of such merger, combination, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article X of the Indenture. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the The rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, Borrower to any person in whole or in part, subject, however, to each of the following conditions: (i) No assignment (other than pursuant to a merger, consolidation or combination described in subsection (a) of this Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to subsection (a) of this Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and for performance and observance of the other agreements on its part herein provided to be performed and observed by it. (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall give the Authority and the Bank 30 days' prior written notice of any assignment other than pursuant to subsection(a), and shall, within thirty 30 days after delivery of such assignmentthereof, furnish or cause to be furnished to the City Authority, the Trustee and the Trustee Bank a true and complete copy of each such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City assumption and the Trustee an Opinion of Bond Counsel satisfactory to the Authority that such assignment will notthe provisions of this Section 5.2(b) have been complied with. If a merger, consolidation, sale or other transfer is effected as provided in this Section, all provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of itself, result in the interest on the Bonds being determined to be includable in the gross income for federal income tax purposes of the owners thereof (other than a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code)this Section.

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The To the extent permitted by law and its Articles of Organization, the Borrower covenants and agrees that during the term of this Agreement it will maintain its corporate existence as a limited liability company, will continue to maintain its status as a limited liability company in good standing and in the State of California, will not dissolve dissolve, sell or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another corporation entity so that the Borrower is not the resulting or permit one surviving entity (except for a merger into a wholly-owned subsidiary of the Borrower)(any such sale, disposition, combination or more other corporations merger shall be referred to consolidate or merge into ithereafter as a "transaction"); provided, however, that if the Borrower mayhas obtained the prior written consent of the Authority and the Bank, without violating the covenants contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets and thereafter dissolve, provided that (1) either (A) the Borrower is may enter into such transaction. The consent of the surviving corporation or Authority (Bwhich shall not be unreasonably withheld) shall be given within thirty (30) days after the Authority receives satisfactory evidence that: (i) the surviving, resulting resulting, transferee person or transferee corporationentity, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and hereunder, (ii) the surviving, resulting, transferee person or entity, as the case may be, qualifies to do business in the State of California; , (iii) the existing Letters of Credit will remain in full force and effect, and (2iv) the credit rating on the Bonds, as determined by any Rating Agency then rating the Bonds, shall be no lower than the rating level of the Bonds immediately prior to the transaction. If the outcome of the transaction would have a result other than the surviving, resulting or transferee person or entity owning any of the assets financed with proceeds of the Bonds and assuming all of the obligations of the Borrower to be performed hereunder, the Borrower shall deliver to the Trustee and the Authority prior to the consummation of the transaction an Opinion of Bond Counsel stating to the effect that such consolidation, merger or transfer and dissolution does the resulting change in ownership of the assets financed with proceeds of the Bonds will not cause interest on the Bonds to be included in and of itself adversely affect the exclusion from gross income for federal income tax purposes purposes. Within 10 days after the consummation of interest on the Bondstransaction, the Borrower shall provide the Authority and the Trustee with counterpart copies of the merger instruments, or other documents constituting the transaction, including (A) copies of the instruments of assumption referred to in (i) above, (B) evidence of qualification as referred to in (ii) above, (C) evidence demonstrating compliance with the requirement of clauses (iii) and (iv) above, and (D) a certificate stating that the requirements of Section 5.2(a) have been met. The Borrower shall give the Authority at least 30 days' written notice prior to the effective date of any transaction described above, together with drafts of the documents of assumption and the certificate as required herein. The Borrower agrees to provide such other information as the Authority may reasonably request in order to assure compliance with this Section 5.2(a). Notwithstanding any other provisions of this Section 5.2(a), the Borrower need not comply with any of the provisions of Section 5.2(a) above if, at the time of such merger, combination, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article X of the Indenture. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the The rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, Borrower to any person in whole or in part, subject, however, to each of the following conditions: (i) No assignment (other than pursuant to a merger, consolidation or combination described in subsection (a) of this Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to subsection (a) of this Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and for performance and observance of the other agreements on its part parts herein provided to be performed and observed by it. (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall give the Authority and the Bank thirty days' prior written notice of any assignment other than pursuant to subsection(a), and shall, within thirty days after delivery of such assignmentthereof, furnish or cause to be furnished to the City Authority, the Trustee and the Trustee Bank a true and complete copy of each such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City assumption and the Trustee an Opinion of Bond Counsel satisfactory to the Authority that such assignment will notprovisions of this Section 5.2(b) have been complied with. If a merger, consolidation, sale or other transfer is effected, as provided in this Section, all provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of itself, result in the interest on the Bonds being determined to be includable in the gross income for federal income tax purposes of the owners thereof (other than a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code)this Section.

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement it will maintain its corporate existence in good standing and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate or merge into it; provided, that the Borrower may, without violating the covenants contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets and thereafter dissolve, provided that (1) either (A) the Borrower is the surviving corporation or (B) the surviving, resulting or transferee corporation, as the case may be, (iI) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and (ii) qualifies to do business in the State of California; and (2) the 2)the Borrower shall deliver to the Trustee an Opinion of Bond Counsel to the effect that such consolidation, merger or transfer and dissolution does not in and of itself adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, in whole or in part, subject, however, to each of the following conditions: (i) No assignment (other than pursuant to a merger, consolidation or combination described in Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and for performance and observance of the other agreements on its part herein provided to be performed and observed by it. (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall, within thirty days after delivery of such assignment, furnish or cause to be furnished to the City and the Trustee a true and complete copy of each such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City and the Trustee an Opinion of Bond Counsel that such assignment will not, in and of itself, result in the interest on the Bonds being determined to be includable in the gross income for federal income tax purposes of the owners thereof (other than a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13147(a) of the 1954 Code).

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement and so long as any Bond is Outstanding, it will maintain its corporate existence in good standing and existence, will not dissolve or otherwise dispose of all or substantially all of its assets assets, and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided, that the Borrower may, without violating the covenants agreements contained in this SectionSection 5.2, consolidate with or merge into another corporation, corporation or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve; provided, provided that (1) either (A) in the event the Borrower is the surviving corporation or (B) not the surviving, resulting or transferee corporation, as the case may be, that the surviving, resulting or transferee corporation (i) is a corporation organized under the laws of the United States or any state, district or territory thereof; (ii) is qualified to do business in the State or consents to service of process in the State; and (iii) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and (ii) qualifies to do business under this Agreement. Notwithstanding the foregoing, in the State of California; and (2) the Borrower shall deliver to connection with any consolidation, merger, sale or other transfer, the Trustee and the Authority shall receive an Opinion opinion of Bond Counsel to the effect that such merger, consolidation, merger sale or other transfer and dissolution does will not in and of itself adversely affect effect the exclusion from gross income for federal income tax purposes Tax-Exempt status of interest on the Bonds. Notwithstanding any other provision of this Section 5.2(a), the Borrower need not comply with any of the provisions of Section 5.2(a) above if, at the time of such transaction, all of the Bonds will be defeased as provided in Article X of the Indenture. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the The rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, in whole or in part, subject; provided, however, that any assignment other than pursuant to Section 5.2(a) hereof shall be subject to each of the following conditions: (i) No such assignment (other than pursuant to a merger, consolidation or combination described in Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof hereof, and for performance and observance of the other agreements on its part herein provided to be performed and observed by it. (ii) Any such assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall, within thirty (30) days after delivery of such assignmentthereof, furnish or cause to be furnished to the City Authority and the Trustee a true and complete copy of each every such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City Authority and the Trustee an Opinion opinion of Bond Counsel to the effect that such assignment will not, in and of itself, result in adversely affect the Tax-Exempt status of interest on the Bonds being determined to Bonds. (c) If a merger, consolidation, sale or other transfer is effected, as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be includable effected except in accordance with the gross income for federal income tax purposes provisions of the owners thereof (other than a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code)this Section.

THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement it will maintain its corporate existence in good standing and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate or merge into it; provided, that the Borrower may, without violating the covenants contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets and thereafter dissolve, provided that (1) either (A) the Borrower is the surviving corporation or (B) the surviving, resulting or transferee corporation, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and (ii) qualifies to do business in the State of California; and (2) the Borrower shall deliver to the Trustee an Opinion of Bond Counsel to the effect that such consolidation, merger or transfer and dissolution does not in and of itself adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. (b) With the prior written consent of the City (which consent shall not be unreasonably withheld), the rights and obligations of the Borrower under this Agreement may be assigned by the Borrower, in whole or in part, subject, however, to each of the following conditions: (i) No assignment (other than pursuant to a merger, consolidation or combination described in Section 5.2(a)) shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to Section 5.2(a), the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and under the First Mortgage Bonds and for performance and observance of the other agreements on its part herein provided to be performed and observed by it, including its obligation to maintain the First Mortgage Bonds and the First Mortgage Indenture in full force and effect to secure the obligations of the Borrower hereunder. (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, and any assignee from the Borrower shall assume the obligations of the Borrower hereunder to the extent of the interest assigned. (iii) The Borrower shall, within thirty days after delivery of such assignment, furnish or cause to be furnished to the City and the Trustee a true and complete copy of each such assignment together with an instrument of assumption. (iv) The Borrower shall cause to be delivered to the City and the Trustee an Opinion of Bond Counsel that such assignment will not, in and of itself, result in affect the exclusion from gross income of interest on the Bonds being determined to be includable in the gross income for federal income tax purposes of the owners thereof purposes; (other than a "substantial user" of the Project Projects or a "related person" within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the 1954 Code).