Bill No. 20-22 Amending Bond Ordinance_City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI_Genesis Project)

Home Browse Search

20 indemnification is intended to and shall be enforceable by the Issuer and the Trustee to the full extent permitted by law and shall survive the termination or expiration of the Indenture. Section 5.4. Borrower Not to Adversely Affect Exclusion from Gross Income of Interest on Project Bonds. The Borrower hereby represents that the Borrower has taken and caused to be taken, and covenants that the Borrower will take and cause to be taken, all actions that may be required of the Borrower, alone or in conjunction with the Issuer, for the interest on the Project Bonds to be and remain excluded from gross income for federal income tax purposes, and represents that the Borrower has not taken or permitted to be taken on the Borrower’s behalf, and covenants that the Borrower will not take or permit to be taken on the Borrower’s behalf, any actions that would adversely affect such exclusion under the provisions of the Code. If the Borrower becomes aware of any actions or facts which have caused or will cause the interest on the Project Bonds to be includable in gross income for federal income tax purposes, the Borrower promptly shall (a) notify the Trustee and the Remarketing Agent of such actions or facts and (b) take such steps as are necessary to cause redemption of such Project Bonds in whole at the earliest practicable date. Section 5.5. Assignment by Issuer. Except for the assignment of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement to the Trustee, the Issuer shall not attempt to further assign, transfer or convey its interest in the Revenues or this Agreement or create any pledge or lien of any form or nature with respect to the Revenues or the payments hereunder. Section 5.6. Borrower’s Performance under Indenture. The Borrower has examined the Second Amended and Restated Indenture and approves the form and substance of, and agrees to be bound by, its terms. The Borrower, for the benefit of the Issuer and each Bondholder, shall do and perform all acts and things required or contemplated in the Second Amended and Restated Indenture to be done or performed by the Borrower. The Borrower is a third party beneficiary of certain provisions of the Amended and Restated Indenture, and Section 8.05 of the Second Amended and Restated Indenture is hereby incorporated herein by reference. Section 5.7. Compliance with Laws. The Borrower shall, throughout the term of this Agreement, promptly comply or cause compliance in all material respects with all laws, ordinances, orders, rules, regulations and requirements of duly constituted public authorities which may be applicable to the Project or to the repair and alteration thereof, or to the use or manner of use of the Project or to the Borrower’s and any lessee’s operations on the Project Site. Notwithstanding the foregoing, the Borrower shall have the right to contest or cause to be contested the legality or the applicability of any such law, ordinance, order, rule, regulation or requirement so long as, in the opinion of counsel satisfactory to the Trustee and the Bank, if any, and the Initial BSBY Rate Bond Purchaser, such contest shall not in any way materially adversely affect or impair the obligations of the Borrower hereunder or any right or interest of the Trustee, the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond Purchaser, in, to and under the Indenture or this Agreement. Section 5.8. Taxes, Permits, Utility and Other Charges. The Borrower shall pay and discharge or cause to be paid and discharged, promptly as and when the same shall become due