51-96 Lakewood Hosp Lease - Laserfiche WebLink

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(9) No member of the Governing Board except those identified in paragraph 1 shall hold any public office or employment other than as a member of the state militia or a reserve component of the armed forces of the United States of America. (iii) A member of the Governing Board having a conflict of interest or conflict of responsibility on any matter involving the Lessee and any other business entity or person shall disclose such conflict and shall refrain from voting on such matter. A member of the Governing Board shall not be considered to have a conflict of interest or a conflict of responsibility and shall not be required to refrain from voting on any matter merely because of such member's position as a public official or because such member is also a trustee or director of any direct or indirect subsidiary or sister entity of the Lessee or is a trustee, director, officer or employee of the Member or any related entity. No member of the Governing Board shall use his or her position as such member for his or her own direct or indirect financial gain. (k) It will not take any action that would adversely affect the exemption from federal income taxation of interest paid on the Bonds. (1) It will perform all of the covenants, agreements and obligations of the City and the Hospital Trustees under the Indentures and all other instruments and documents executed and delivered by the City and the Hospital Trustees in connection with the issuance of the Bonds pursuant to the Indentures. (m) The Lessee covenants not to incur any additional Indebtedness except as permitted pursuant to Section 14 of the First Supplemental Senior Ordinance, so long as the Senior Indenture remains outstanding. Upon termination or expiration of the Senior Indenture, Lessee covenants and agrees to continue to abide by the financial tests set forth in Section 14 of the First Supplemental Senior Ordinance until a memorandum of restrictions with respect to Indebtedness is filed with the Council and there shall not have been effective within sixty (60) days of such filing an ordinance of the City passed by majority vote of the Council disapproving such memorandum. Section 9.3. Lessee to Maintain Corporate Existence. The Lessee covenants and agrees that during the Lease Term it will maintain such corporate existence as will not adversely affect the tax-exempt status of interest on the Bonds, its ability to be lessee under this Lease and perform its dudes and obligations hereunder and qualify for payment by third party payors for services provided by it on the Leased Premises; provided that the Lessee may merge with or into or transfer substantially all of its assets to another nonprofit corporation if the surviving or receiving corporation shall assume in writing all of the obligations of the Lessee under this Lease, including by way of example but not limitation, those of Section 9.2(.j) of this Lease. Any transaction entered into by the Lessee which violates this Section shall, to the extent permitted by law, be null and void. Section 9.4. Audits and Certificates of No Defaults. The Lessee covenants and agrees that it will keep true and proper books of records and accounts in which full and correct entries will be made of all of its bus~ness transactions, all in accordance with generally accepted accounting principles applicable to corporations such as the Lessee. The Lessee further covenants that promptly after the close of each Fiscal Year it will cause an audit to be made by the Accountant of the books and accounts of the Lessee for - 32 -