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1987-139
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1987-139
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9/2/2022 9:33:01 AM
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Resolutions
Resolution Number
1987-139
Approved Date
11/24/1987
Resolution Type
INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS
Subject
financing the acquisition of a Health Care Facility by Fl. Convalescent Centers, Inc.,
consisting of an 91-bed Nursing Home providing for issuance by ORC
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w <br />the Issuer. Such certificate shall be full warrant for any action taken <br />or suffered in good faith under the provisions hereof, but in its <br />discretion the Trustee may in lieu thereof accept other evidence of such <br />fact or matter or may require such further or additional evidence as it <br />may deem reasonable. <br />Section 6.04. Compensation. Unless otherwise provided by contract <br />with the Trustee, the Issuer shall pay to the Trustee, from time to time, <br />reasonable compensation for all services rendered by it hereunder, <br />together with all of its reasonable expenses, charges, counsel fees and <br />other disbursements and those of its counsel, agents and employees, <br />incurred in and about the administration and execution of the trusts <br />hereby created and the exercise of it powers and the performance of its <br />duties hereunder. The Issuer shall indemnify the Trustee from the <br />Revenues against any such expenses and liabilities that the Trustee may <br />incur in the exercise and performance of it powers and duties hereunder, <br />and that are not due to its willful misconduct or negligence. None of the <br />provisions contained in this Indenture shall require the Trustee to expend <br />or risk its own funds or otherwise incur financial liability in the <br />performance of any of its duties or in the exercise of any of its rights <br />or powers, if there is reasonable ground for believing that the repayment <br />of such funds or liability is not reasonably assured to it. If the Issuer <br />shall fail to make any payment required by this Section, the Trustee upon <br />at least five (5) days' written notice to the Borrower may make such <br />payments for any moneys in its possession under the provisions of this <br />Indenture (other than amounts on deposit in the Debt Service Fund so long <br />as the Credit Facility is in effect and the Credit Facility Provider has <br />not failed to honor any draft drawn under the Credit Facility in <br />accordance with the terms thereof), and shall have a lien therefor which <br />shall be prior to any of the Bonds Outstanding hereunder. <br />Section 6.05. Permitted Acts. The Trustee and its directors, <br />officers, employees or agents may become the owner of or may in good faith <br />buy, sell, own, hold and deal in Bonds and may join in any action that any <br />Bondholder may be entitled to take as fully and with the same rights as if <br />it were not the Trustee. The Trustee may act as depository for, and <br />permit any of its officers or directors to act as a member of, or in any <br />other capacity with respect to, the Issuer or any committee formed to <br />protect the rights of Bondholders or to effect or aid in any <br />reorganization growing out of the enforcement of the Bonds or this <br />Indenture, whether or not such committee shall represent the Holders of a <br />majority in aggregate principal amount of the Bonds Outstanding. <br />Section 6.06. Resignation of Trustee. The Trustee may at aay time <br />resign and be discharged of its duties and obligations hereunder by <br />giving not less than 30 days' written notice to the Issuer, the Borrower, <br />NHC, the Remarketing Agent, and Registrar and Paying Agent, the Credit <br />Facility Provider and eacW,of the Bondholders. Such resignation shall <br />take effect upon the appointment of a successor Trustee and the acceptance <br />of such appointment by such successor. <br />43 - <br />
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