51-96 Lakewood Hosp Lease - Laserfiche WebLink

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documents. That execution, delivery, observance and performance do not contravene any provision of law applicable to the Lessee or the Lessee's Articles of Incorporation or Code of Regulations, and do not contravene or constitute a default under any indenture, ag.reement or undertaking to which the Lessee is a party or by · which it or its property is or may be bound?a~fl'his Lease and those other instruments and documents have been duly authorized by proper action and have been duly executed and delivered by the Lessee. All necessary steps have been taken by the Lessee to constitute this Lease and those other instruments and documents valid and binding obligations of the Lessee. (c) The Lessee's Articles of Incorporation and Code of Regulations, and its operations conform to those acceptable and required for: (1) the Lessee's exemption from the payment of income taxes under the Code as a nonprofit organization; and (2) the Lessee to be duly constituted and empowered as an Ohio nonprofit corporation, organized for charitable hospital purposes and eligible to be a lessee under Sections 140.03 and 140.05, Ohio Revised Code. (d) The Lessee is, as of the date of the delivery of this Lease, an organization (i) which is described in Section 501(c)(3) of the Code, (ii) which is exempt from the payment of federal income taxes under Section 501(a) of the Code and (iii) which is eligible to be a lessee under Sections 140.03 and 140.05, Ohio Revised Code. The status of the Lessee as an organization described in Section 501(c)(3) and its exemption under Section 501(a) have been confirmed by a letter dated May 19, 1987, from the Internal Revenue Service, and the Lessee's status as not being a private foundation as defined in Section 509(a), has been conf'a'med by a letter dated May 19, 1987, from the Internal Revenue Service. Those letters have not been modified, limited or revoked, and no audit or other proceeding with respect to those statuses or that exemption is pending or to the knowledge of Lessee threatened. The Lessee is a 501(c)(3) organization with respect to the operations of the Leased Premises within the meaning of Section 145 of the Code. The Lessee covenants and agrees that, at all times during the Lease Term: (e) So long as it is the Lessee hereunder, (i) it will remain a nonprofit corporation duly organized, validly existing in good standing, and qualified to transact its business and to own its properties, in the State. ~ (f) The Lessee will maintain corporate power and authority (i) to own or lease, as applicable, and operate its facilities, including without limitation, the Leased Premises, and (ii) to observe and perform this Lease and all other instruments and documents executed and delivered by the Lessee to satisfy conditions and provisions of the Bonds issued pursuant to the Indentures and to enter into, observe and perform the transactions contemplated in or permitted by this Lease and those other instruments and documents. (g) The Lessee's Articles of Incorporation, its Code of Regulations, and its operations will conform to those acceptable and required as described in subparagraph (c) above. (h) The Lessee will take all appropriate measures to assure that it retains the characteristics, status and exemption described in subparagraph (d) above and not to affect adversely the exemption from federal income tax of interest on the Bonds. - 28 -