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1 <br /> <br /> 3 <br /> <br /> 5 <br /> <br /> 7 <br /> <br /> 9 <br /> <br />11 <br /> <br />13 <br /> <br />15 <br /> <br />17 <br /> <br />19 <br /> <br />21 <br /> <br />23 <br /> <br />25 <br /> <br />27 <br /> <br />29 <br /> <br />31 <br /> <br />33 <br /> <br />35 <br /> <br />37 <br /> <br />39 <br /> <br />41 <br /> <br />43 <br /> <br />45 <br /> <br />47 <br /> <br />49 <br /> <br />aforesaid agreements. This Agreement constitutes the <br />legal, valid, binding and enforceable obligation of such <br />Participant in accordance with its terms, except to the <br />extent limited by applicable bankruptcy, insolvency, <br />reorganization, moratorium or similar laws or equitable <br />principles affecting the rights of creditors generally and <br />except as to the limitations on remedies against public <br />agencies generally. <br /> <br /> (c) No Violations. Neither the execution and <br />delivery of this Agreement by such Participant, nor the <br />fulfillment of or compliance with the terms and conditions <br />hereof by such Participant, nor the consummation of the <br />transactions contemplated hereby by such Participant, <br />conflicts with or results in a breach of the terms, <br />conditions or provisions of any restriction or any <br />agreement or instrument to which such Participant is now a <br />party or by which such Participant is bound, or the charter <br />of such Participant, if applicable, or constitutes a <br />default under any of the foregoing. <br /> <br /> (d) General Tax and Arbitraqe Covenant. Such <br />Participant hereby covenants that, notwithstanding any <br />other provision of this Agreement, it will make no use of <br />the proceeds of the Bonds or of any other amounts or <br />property regardless of the source or take any action or <br />refrain from taking any action that may cause the <br />obligations of the Participants under this Agreement or the <br />Bonds to be "arbitrage bonds" subject to federal income <br />taxation by reason of Section 148 of the Code. <br /> <br /> In addition, such Participant covenants that it will <br />not make any use of the proceeds of the obligations <br />provided herein or in the Indenture or any other funds of <br />such Participant or take or omit to take any other action <br />that would cause income on the Bonds to be includable in <br />gross income of the owners thereof for federal income tax <br />purposes. To that end, so long as any Basic Premium is <br />unpaid and any Bond is outstanding, such Participant, with <br />respect to such proceeds and such other funds, will comply <br />with all requirements of Section 103 of the Code and all <br />related sections and all regulations of the United States <br />Department of the Treasury issued thereunder and under <br />Section 103 of the Internal Revenue Code of 1954, as <br />amended, to the extent that such requirements are, at the <br />time, applicable and in effect. <br /> <br /> (e) Structurinq Settlements. Such Participant hereby <br />covenants to cooperate with the Authority in settling <br />Claims in excess of the Participant's Self-Insured <br /> <br /> 12 <br />2658002/2 <br /> <br /> <br />