1. MIDA Bond Hospice of Red River Valley
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1. MIDA Bond Hospice of Red River Valley
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<br />The Corporation hereby covenants and agrees that it will comply with and carry out all ofthe <br />provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this <br />Loan Agreement, failure of the Corporation to comply with the Continuing Disclosure Agreement <br />shall not be considered an Event of Default; however, the Trustee may (and, at the request of the <br />Underwriter or the Holders of at least twenty-five percent (25%) aggregate principal amount in <br />Outstanding Bonds, shall) take such actions as may be necessary and appropriate, including seeking <br />specific perfonnance by court order, to cause the Corporation to comply with its obligations under <br />this Section 7.05. <br /> <br />SECTION 7.06. CORPORA TION BOUND BY INDENTURE. The Indenture has been submitted <br />to the Corporation for examination, and the Corporation, by execution of this Loan Agreement, <br />acknowledges that it has approved the Indenture and agrees that it is bound by the terms and <br />conditions thereof and covenants and agrees to perform all acts, pay all moneys and give all notices <br />required to be performed, paid and given by it pursuant to the terms of the Indenture. <br /> <br />SECTION 7.07. TAX-EXEMPT STATUS OF BONDS. It is the intention of the parties hereto <br />that the interest paid on the Bonds will not be included in the gross income of the Bondholders by <br />reason of Section 103(a) of the Internal Revenue Code. In order to confirm and carry out such <br />intention the Corporation shall (i) provide such certificates, opinions of counsel, and other evidence <br />as may be necessary orrequested by the Issuer or the Trustee to establish the exemption of the Bonds <br />under Section 145 of the Code and the absence of arbitrage expectation under Section 148 of the <br />Code, and (ii) file such information and statements, acting alone or with the Issuer, with the Internal <br />Revenue Service. <br /> <br />SECTION 7.08. No WARRANTY OF CONDITION OR SUITABILITY BY THE ISSUER. The <br />Issuer makes no warranty or representation, express or implied or otherwise, with respect to the <br />Facilities or the location, use, description, design, merchantability, fitness for use for any particular <br />purpose, condition, or durability thereof: or as to the quality ofthe material or workmanship therein, <br />or as to the title thereto or ownership thereof or otherwise, it being agreed that the Issuer bears none <br />ofthe risks incident thereto, in the event of any defect or item constituting a portion thereof, whether <br />patent or latent, the Issuer shall have no responsibility or liability with respect thereto. The <br />provisions ofthis Section 7.08 have been negotiated and are intended to be a complete exclusion and <br />negation of any warranties or representations by the Issuer, express or implied, with respect to the <br />Facilities or any fixture or other item constituting a portion thereof, whether arising pursuant to the <br />Uniform Commercial Code or another law now or hereafter in effect or otherwise. <br /> <br />SECTION 7.09. (RESERVED). <br /> <br />SECTION 7.10. CORPORATION'S ASSURANCE OF TAX EXEMPTION. The Corporation <br />represents that it understands that it is intended that interest on the Bonds not be included within the <br />gross income of the owners thereof for federal income tax purposes. In furtherance thereof, the <br />Corporation represents and covenants with the Issuer, the Trustee and all Bondholders that it will <br />take all actions (and refrain from taking any actions) which are necessary in order for interest on the <br /> <br />7-4 <br />
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