11-14-01 2. LOAN AGREEMENT - Laserfiche WebLink

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expenditures will exceed revenues for a Fiscal Year is anticipated to be more than 10%higher than budgeted, the Borrower shall promptly cause a new Budget to be prepared and submitted to the Trustee,the Original Purchasers and any Holder who has so requested to the Trustee. Borrower acknowledges that so long as any item required to be provided by this Section is past due,under the Indenture,no amounts will be disbursed for payment of costs from the Surplus Fund or the Repair and Replacement Fund,and no amounts will be released to the Borrower from the Suplus Fund. Section 6.04 Borrower to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Borrower agrees that,so long as the Bonds are Outstanding,it will maintain its existence as a limited liability company under the laws of the State,with the Sole Member as it sole member; will not dissolve or otherwise dispose of all or substantially all of its assets; and will not consolidate with or merge into another person or permit one or more other persons to consolidate with or merge into it;provided,that the Borrower may,without violating the agreement contained in this Section,consolidate with or merge into another institution,or permit one or more other of such institutions to consolidate with or merge into it,or sell or otherwise transfer to another such institution all or substantially all of its assets as an entirety and thereafter dissolve(collectively,a"Transaction")upon satisfaction ofthe following conditions;provided that except with the consent of a Majority of Holders, no Transaction shall occur while an Event of Default is continuing: (a) If the surviving,resulting or transferee person,as the case may be,is other than the Borrower, such surviving, resulting or transferee person shall assume all of the obligations of the Borrower under all Loan Documents,with such assumption being evidenced by a writing acceptable to a Majority of Holders and the Trustee (with the Borrower responsible to pay all reasonable costs incurred by the Trustee to review such writing and the proposed assumption); and a copy of all executed documents evidencing such assumption shall be promptly delivered to the Trustee and such Majority of Holders; (b) Unless otherwise approved by a Majority of Holders, immediately after the Transaction,the resulting party will not be engaged in any trade or business other than in the operation of the Project Facilities or the Mortgaged Property as herein permitted; and (c) Either(1)the acquiring party as the"Borrower",immediately after the Transaction, shall be permitted under the terms hereof to incur at least one dollar of Sed:oi Indebtedness under this Agreement(based on a report prepared by an Independent accounting firm delivered to the Trustee),or(2)the ratio ofNet Revenues Available for Se,i;ot-Debt Service to Senio.-Debt Service Requirements for the current and next succeeding Fiscal Year, assuming Project Facilities' ownership of the acquiring party,will not be less than the same ratio as calculated for the current and next succeeding Fiscal Year, assuming Project Facilities' ownership by the Borrower(based on a report prepared by an Independent accounting firm delivered to the Trustee);and (d) The Borrower shall cause to be delivered to the Trustee an opinion of Bond Counsel to the effect that such Transaction shall not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes. -42-