12-13-2021 FINAL Packet - Laserfiche WebLink

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9 ARTICLE III PARTICULAR COVENANTS OF THE ISSUER, BUILDING CORPORATION AND CORPORATION Section 3.1. Consent to Assignment to Trustee. The Building Corporation and the Corporation acknowledge and consent to the assignment of the Lease Rentals and the assignment of the Issuer’s rights hereunder to the Trustee pursuant to the Indenture and agrees that the Trustee may enforce the rights, remedies and privileges granted to the Issuer hereunder. Section 3.2. Payment of Principal and Interest; Payment of Pledged Revenues. (a) In accordance with the Indenture, the Series 2022 Bonds, if and when issued, shall be payable solely and only from Pledged Revenues, including without limitation, the Lease Rentals. Under no circumstances shall the Building Corporation or the Corporation be liable for making any payments due under the Indenture or the Series 2022 Bonds, including any payment of the principal of, premium, if any, or interest on any of the Series 2022 Bonds, as the payments on the Series 2022 Bonds shall be payable solely from the Pledged Revenues, including, without limitation, the Lease Rentals. (b) In accordance with the terms of the Indenture, the Issuer shall transfer to the Trustee for deposit into the Bond Fund (as defined in the Indenture), on or before each February 1 and August 1 (or on such other dates and in such manner required by the Bond Ordinance), the Pledged Revenues in an amount sufficient to pay the principal of and interest due on the Series 2022 Bonds on the next February 1 or August 1 together with any Annual Fees as described and defined in the Indenture. (c) Under no circumstances shall the Building Corporation or the Corporation be liable for payment of any other costs or expenses under or in connection with this Financing Agreement or the transactions contemplated by this Financing Agreement, the Indenture or the Series 2022 Bonds. Any amounts owed to the Trustee shall be payable solely from the Lease Rentals (or other Pledged Revenues available for such purpose) pursuant to the terms of the Lease. Section 3.3. Maintenance of Existence. The Building Corporation and the Corporation each covenant and agree that it will maintain its existence as Indiana non-profit corporation, will not, while the Series 2022 Bonds remain outstanding, dissolve or otherwise dispose of all or substantially all of its assets, will not consolidate with or merge into another entity, or permit one or more other entities to consolidate or merge with it, and will not sell or transfer any ownership interests in itself in any manner that would result in a change of control of itself, without (i) the express written consent of the Issuer and (ii) providing to the Issuer an opinion of Bond Counsel to the effect that such transaction will not cause the interest on the Series 2022 Bonds to be included in the gross income of the holders thereof for federal income tax purposes. For purposes of this section, “control” (including the terms “controlling”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Building Corporation or the Corporation, respectively, whether through the ownership of voting securities, by contract, or by other means. Section 3.4. Building Corporation and Corporation Not Responsible for Bond Payments. Notwithstanding anything in this Financing Agreement to the contrary, the Issuer acknowledges