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1.03 Sale or Disposition of Proiect. If all or any part of
the Mortgaged Property is sold, conveyed, leased, mor~tgaged or
otherwise transferred, other than as may be expressly permitted
her~in or in the Reimbursement Agreement, without obtaining the
prior written consent of Mortgagee, then so long as the Bonds are
then secured by the Letter of Credit or any Letter of Credit
Indebtedness remains outstanding, Bank shall be authorized to
notify Trustee that th~e Letter of Credit is being terminated and
require that the Bonds be accelerated, all as provided in the
Letter of Credit and in the Reimbursement Agreement, and, by
~aritten notice to Mortgagor, require that Mortgagor deposit with
~ Bank as additional security for the obligations of Mortgagor
under the Reimbursement Agreement an amount equal to the then
Stated Amount of the Letter of Credit so terminated. If at the
time of such sale, conveyance, leasing, mortgaging or other
transfer the Bonds are not secured by a Letter of Credit and no
Letter of Credit Indebtedness remains outstanding, Trustee may,
and at the written direction of the registered owners of at least
that percentage of the then outstanding principal amount of the
Bonds which is required to direct remedial proceedings under the
provisions of the Indenture, shall, accelerate the Bonds. In any
event Mortgagee may, in its sole discretion, consent to any such
~ sale, conveyance, lease, mortgage or other transfer, but shall
~ not be obligated to do so. The foregoing provisions will apply
to each and every sale, conveyance, lease, mortgage and other
transfer, whether or not Mortgagee has consented to any prior
sale, conve.yance, lease, mortgage or other transfer.
Notwithstanding the preceding provisions of this Section 1.03,
Mortgagor may sell, convey or mortgage the Project to National
HealthCorp L.P., a Delaware limited partnership and the guarantor
of Mortgagor's reimbursement obligations under the Reimbursement
Agreement (the "Partnership Guarantor"), provided that Mortgagor
and the Partne~rship Guarantor furnish Mortgagee with such
agre~ments, instr~ments, certificates, title insurance and legal
opinions (including, without limitation, an opinion of nationally
recognized bond counsel satisfactory to Mortgagee that any such
sale or conveyance will not adversely affect the exemption from
federal income taxation of interest on the Bonds relating to the
Mortgaged Property) as Mortgagee may request in connection
therewith.
1.04 Further Assurances. At any time and from time to
time, upon Mortgagee's request, Mortgagor shall make, execute and
deliver or cause to be made, executed and delivered to Mortgagee
and, where appropriate, shall cause to be recorded or filed, from
time to time, in such offices and places as shall be deemed
desir~able by Mortgagee, any and all such further mortgages,
instruments of further assurance, certificates and other
documents as Mortgagee may consider necessary or desirable in
order to effectuate, complete or perfect, or to continue and
preserve the obligations of Mortgagor under this Mortgage, and
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800K PAGE 9
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