AND
(II) PERFORMING SUCH WORK IN AND ABOUT THE PROJECT MADE NECESSARY BY REASON OF
AN EVENT OF DEFAULT.
THE ISSUER AND THE HOLDER SHALL ALSO HAVE THE RIGHT AT ALL
REASONABLE TIMES TO EXAMINE, PHOTOCOPY AND MAKE EXTRACTS FROM THE BOOKS AND
RECORDS OF THE COMPANY, INSOFAR AS SUCH BOOKS AND RECORDS RELATE TO THE REPAIR
AND MAINTENANCE OF THE PROJECT OR INSOFAR AS NECESSARY TO ASCERTAIN COMPLIANCE
WITH THIS LEASE.
SECTION 8.3.
COMPANY TO MAINTAIN ITS EXISTENCE AND QUALIFICATION;
CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED.
THE COMPANY AGREES THAT WHILE THIS
LEASE IS IN EFFECT IT SHALL MAINTAIN ITS LEGAL EXISTENCE AND GOOD STANDING AS A
LIMITED LIABILITY COMPANY IN THE STATE OF ITS DOMICILE AND SHALL BEFORE
CONDUCTING BUSINESS AND THEREAFTER MAINTAIN ITS QUALIFICATION TO DO BUSINESS AND
GOOD STANDING IN THE STATE, SHALL NOT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ISSUER AND THE HOLDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED, CONSOLIDATE WITH OR MERGE INTO ANOTHER PERSON OR PERMIT ONE OR MORE
OTHER PERSONS TO CONSOLIDATE WITH OR MERGE INTO IT, AND SHALL NOT DISSOLVE OR
OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS.
THE COMPANY MAY,
WITHOUT VIOLATING THE AGREEMENT CONTAINED IN THIS SECTION, CONSOLIDATE WITH OR
MERGE INTO A PERMITTED ENTITY, OR PERMIT ONE OR MORE SUCH OTHER LEGAL ENTITIES
TO CONSOLIDATE WITH OR MERGE INTO IT, OR THE COMPANY MAY SELL OR OTHERWISE
TRANSFER TO ANOTHER PERMITTED ENTITY ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AS
AN ENTIRETY AND THEREAFTER DISSOLVE, PROVIDED THE SURVIVING, RESULTING, OR
TRANSFEREE PERMITTED ENTITY (I) IS AUTHORIZED TO DO BUSINESS IN THE STATE, (II)
ASSUMES IN WRITING ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THIS LEASE, (III)
OBTAINS ALL LICENSES AND PERMITS REQUIRED BY LAW TO OPERATE THE PROJECT AND (IV)
HAS A NET WORTH OF NOT LESS THAN THAT OF THE COMPANY IMMEDIATELY PRIOR TO SUCH
MERGER, CONSOLIDATION OF TRANSFER OF ASSETS.
IN CALCULATING SUCH NET WORTH,
INDEBTEDNESS THAT IS SUBORDINATED TO THE COMPANY'S OBLIGATIONS UNDER THIS LEASE
SHALL BE DEEMED TO BE "EQUITY," RATHER THAN INDEBTEDNESS.
SECTION 8.4.
OPERATION OF THE PROJECT AND TAX COVENANTS.
THE
COMPANY SHALL OPERATE THE PROJECT AS A MEAT PROCESSING PLANT THROUGHOUT THE TERM
AND, EXCEPT IN ACCORDANCE WITH ITS NORMAL BUSINESS PRACTICES (FOR A PERIOD NOT
EXCEEDING 30 CONSECUTIVE DAYS, OR FOR MORE THAN 60 DAYS PER YEAR), SHALL NOT
SUSPEND SUCH OPERATION EXCEPT FOR REASONS BEYOND THE CONTROL OF THE COMPANY.
THE REPRESENTATIONS AND COVENANTS OF THE PARTIES CONTAINED IN THE ISSUER'S TAX
COMPLIANCE CERTIFICATE AND IN THE COMPANY'S TAX COMPLIANCE CERTIFICATE
WHICH
ARE DELIVERED AT THE CLOSING OF THE ISSUANCE OF THE BONDS ARE INCORPORATED
HEREIN BY REFERENCE.
25
Section 8.5.
Indemnity.
(a)
The Company shall and agrees to indemnify and save the Issuer, the
Holder and their respective officials, directors, officers, members, and
employees harmless against and from all claims by or on behalf of any Person
arising from or relating to (i) any condition of or operation of the