Common use of The Company to Maintain its Existence; Conditions Under Which Exceptions Permitted Clause in Contracts

The Company to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Company agrees and warrants that during the Term the Company shall maintain its existence as a limited partnership duly organized and in good standing under the laws of the State of Delaware and shall not dissolve and wind up, dispose of all or substantially all of its assets or consolidate with or merge into another entity, unless the resultant or transferee entity is a party subject to personal jurisdiction in the State who shall assume in writing all of the obligations of the Company under this Agreement. Upon such assumption by such resultant or transferee entity, the Company shall, with the prior written consent of the Credit Provider, be released from all obligations thereafter to be performed or to become due hereunder. The Company’s privileges under this Section may not be exercised unless, (i) previously consented thereto in writing by the Credit Provider; and (ii) the Trustee obtains a written opinion of Bond Counsel confirming that the transaction to be undertaken pursuant to this Section shall not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.

The Company to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Company agrees and warrants that during the Term the Company shall maintain its existence as a limited partnership corporation duly organized and in good standing under the laws of the State of Delaware Alabama and shall not dissolve and wind up, dispose of all or substantially all of its assets or consolidate with or merge into another entity, unless the resultant or transferee entity is a party subject to personal jurisdiction in the State who shall assume in writing all of the obligations of the Company under this Agreement. Upon such assumption by such resultant or transferee entity, the Company shall, with the prior written consent of the Credit Provider, be released from all obligations thereafter to be performed or to become due hereunder. The Company’s privileges under this Section may not be exercised unless, (i) previously consented thereto in writing by the Credit Provider; and (ii) the Trustee obtains a written opinion of Bond Counsel confirming that the transaction to be undertaken pursuant to this Section shall not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.