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(c) It is duly authorized under the Constitution and laws of the State of
Texas, including particularly and without limitation, the Act, to issue the
Bonds and to pledge and assign the revenues and receipts to be derived from the
Agreement in the manner and to the extent herein set forth; none of the revenues
to be derived from or in connection with the Agreement are pledged or assigned
in any manner other than as contemplated herein; and all action on its part for
the issuance of the Bonds has been fully and effectively taken.
(d) It will execute, acknowledge and deliver such instruments, financing
statements and other documents as the owners of the Bonds or the Bank may reason-
ably require for the better assuring, pledging and assigning unto the Bank the
rights of the Corporation in ;and to the revenues and receipts assigned and
pledged to the payment of the principal installments of, premium, if any, and
interest on the Bonds.
(e) Except as herein and in the Agreement, provided, it will not sell, convey,
mortgage, encumber or otherwise dispose of any part of the revenues and receipts
derived from the Agreement, or of its rights under the Agreement.
(f) It shall faithfully and punctually perform and observe all duties and
obligations to be performed or observed by it with respect to the Project required
by the Constitution and laws of the State, including particularly the Act, and
it has complete and lawfulauthority and privilege to finance the acquisition and
construction of the Project by making a loan to the User and it will not knowingly
take any action or omit to take any action which action or omission would result
in the loss of its corporate existence, so long as any of the Bonds remain out-
standing.
(g) All books and documents in its possession relating to the Project and
the revenues and receipts derived from the Agreement shall at all reasonable
times be open to instpection by the holder of the Bonds or such accountants or
other agencies as such holder from time to time designate.
(h) It shall, but if and only if (i) the Corporation is a necessary party
to such action, (ii) the Corporation has received specific written direction
from the Bank as to the action to be taken by the Corporation and (iii) a
written agreement of indemnification satisfactory to the Corporation has been
executed prior to the taking of such action by the Corporation, enforce all
of its rights and all of the obligations of the User under the Agreement ofr the
benefit of the holders of the Bonds. The Corporation shall cooperate with the
Bank in the protection of the rights of the Bank hereunder the respect to the
assignment and pledge of the moneys in the Debt Service Fund and the Construction
Fund and the revenues and receipts due and payable under the Agreement.
(i) Should there be a default under the Agreement, the Corporation shall
fully cooperate with the Bank and the holders of the Bonds to the end of fully
protecting the rights and security of the holders.
Section 14. That, in accordance with the provisions of the Act, the
Corporation has no power to operate and is prohibited from operating the Project
and nothing contained herein, the Agreement or any other proceedings relating to
the issuance of the Bonds shall be construed as requiring the Corporation to
operate the Project.
Section 15. That any one or more of the following events are hereby
defined as and declared to be and to constitute an "Event of Default":
(a) Default in the due and punctual payment of any installment of interest
on the Bonds or default in the due and punctual payment of any principal
installment of or premium, if any, of the Bonds, whether at the stated maturity
thereof, or upon proceedings for the prepayment thereof.
(b) Any Event of Default indentified and described in Section 7.1 of the
Agreement.
Upon the occurrence of an Event of Default and so long as such default
is continuing, the Bank, by notice in writing delivered to the Corporation, the
Texas Economic Development Commission and the User, may declare the principal
installments of the Bonds and the interest accrued immediately due and payable,
and such principal installments and interest shall thereupon become and be
immediately due and payable. Upon such declaration all payments under the