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05-22-2017 Packet
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05-22-2017 Packet
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ARTICLE III. <br /> PARTICULAR COVENANTS OF THE DEVELOPER <br /> Section 3.1. Consent to Assignments to Trustee. The Developer acknowledges and <br /> consents to the assignment of the Issuer's rights hereunder to the Trustee pursuant to the <br /> Indenture and agrees that the Trustee may enforce the rights, remedies and privileges granted to <br /> the Issuer hereunder other than the rights of the Issuer to receive payments under Sections 3.9 <br /> and 3.11 hereof and agrees to execute and deliver supplements and amendments to this <br /> Financing Agreement pursuant to Section 8.1 hereof. <br /> Section 3.2. General Covenants. (a) The Developer covenants and agrees with and for <br /> the express benefit of the Issuer, the Trustee and the owners of the Bonds that the Developer <br /> shall perform all of its other obligations, covenants and agreements hereunder, without notice or <br /> demand. <br /> (b) Until such time as the 2017 Bonds shall have been fully paid, or provision for the <br /> payment thereof shall have been made in accordance with the Indenture, the Developer: (i) will <br /> perform and observe all of its agreements contained in this Financing Agreement; and (ii)will not <br /> terminate this Financing Agreement for any cause, including, without limiting the generality of <br /> the foregoing, failure of the Developer to complete the Project, the occurrence of any acts or <br /> circumstances that may constitute failure of consideration, eviction or constructive eviction, <br /> destruction of or damage to the Project, commercial frustration of purpose, any change in the tax <br /> laws of the United States of America or of the State or any political subdivision of either thereof, <br /> or any failure of the Issuer or the Trustee to perform and observe any agreement, whether express <br /> or implied, or any duty, liability or obligation arising out of or connected with this Financing <br /> Agreement or the Indenture. <br /> Section 3.3. Continuing Existence and Qualification; Assignment Sale or Other <br /> Disposition of Facilities. The Developer covenants that so long as any Bonds are outstanding, it <br /> will maintain in good standing its corporate existence and qualification to do business in the <br /> State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not <br /> consolidate with or merge into another entity or permit one or more other entities to consolidate <br /> with or merge into it; provided that the Developer may, without violating its agreement <br /> contained in this Section, consolidate with or merge into another corporation or other entity, or <br /> permit one or more other corporations or other entities to consolidate with or merge into it, or <br /> sell or otherwise transfer to another corporation or entity all or substantially all of its assets as an <br /> entirety and thereafter dissolve, provided the surviving, resulting or transferee entity (such <br /> corporation being hereinafter called the "Surviving Corporation") (if other than the Developer) <br /> expressly accepts, agrees and assumes in writing to pay and perform all of the obligations of the <br /> Developer herein and be bound by all of the agreements of the Developer contained in this <br /> Financing Agreement to the same extent as if the Surviving Corporation had originally executed <br /> this Financing Agreement, and the Surviving Corporation is an Indiana corporation or is a <br /> foreign corporation or partnership, trust or other person or entity organized under the laws of one <br /> of the states of the United States and is qualified to do business in the State of Indiana as a <br /> foreign corporation or partnership, trust or other person or entity. <br /> - 9- <br /> 1\1 1853148.2 <br />
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