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Furthermore, in accordance with the terms of sale of the Bonds and to further
secure the payment thereof and the assignment and pledge herein made for the
payment of the Bonds and as evidence of the Agreement of the Bank to accept its
responsibilities as Paying Agent and Registrar and with respect to the Construc-
tion Fund created pursuant to Section 10 hereof and the Debt Service Fund created
pursuant to Section 12 hereof, (i) a Deed of Trust, Security Agreement and
Assignment of Rents, (ii) a Depository Agreement and (iii) and Assignment and
Security Agreement (attached hereto and marked Exhibits C. D and E respectively,
and incorporated herein by reference) have been submitted to the Board for
approval and execution and the Assignment and Security Agreement, the Depository
Agreement and the Deed of Trust, Security Agreement and Assignment of Rents are
hereby each approved as to form and content and the President and Secretary of
the Board are hereby authorized and directed to execute the Assignment and
Security Agreement and the Depository Agreement for and on behalf of the Corpora-
tion and as the act and deed of this Board.
Furthermore, the President is authorized to approve such changes to the
Agreement, the Deed of Trust, Security Agreement and Assignment of Rents, the
Assignment and Security Agreement and the Depository Agreement as may be necess-
ary to carry out the intent and purpose of each such document, provided that such
changes are not contrary to the tenor thereof, and the execution of such doc-
uments and the delivery therof shall constitute conclusive evidence of their
approval of any and all such changes, and the approval thereof by the Board of
Direcotrs of the Corporation.
Section 18. That the sale of the Bonds to the First National Bank of
Georgetown, Texas at the price of par is hereby in all respects authorized,
approved and confirmed and, the President and Secretary of this Board are
authorized to execute the Bond Purchase Contract attached hereto as Exhibit F.
Section 19. No refunding bonds shall be issued and delivered unless the
Corporation and the BAnk has been supplied a written notification of approval
from the Commission of the reement or any Amendment of the Agreement and of
such Bonds, to the extent such approval may be required by the provisions of
the Act.
Section 20. In the Agreement, the User has represented, covenanted and
agreed that no use will be made of the proceeds of the Bonds at anytime
throughout the term thereof which would result in the Bonds to be arbitrage
bonds within the meaning of Section 103(c) of the Code and any lawful regula-
tions promulgate or proposed thereunder; and the Board of Directors of the
Corporation acting in reliance on such covenants and agreements of the User,
hereby covenants with the purchasers of the Bonds that so long as any principal
installment of the Bonds remain unpaid, the Board will not take or authorize
the taking of anyaction which would cause the Bonds to be arbitrage bonds within
the meaning of the aforesaid Section 103(c) or any lawful regulations or
rulings pertaining thereto.
Section 21. The president of the Board bf the Corporation is hereby
authroized to have control of the Bonds and all necessary records and proceed-
ings pertaining to the Bonds pending their delivery, and the President and Sec-
retary of the Board, for and on behalf of the Corporation, are hereby authorized
and directed to do any and all things necessary to effect the performance of all
obligations of the Corporation under and pursuant to this Resolution, the
execution and delivery of the Bonds and the performance of all other acts of
whatever nature necessary to effect and carry out the authority conferred by
this Resolution. The President and Secretary of the Board are hereby further
authorized and directed to execute all papers, documents, certificates and
other instruments that may be required for the carrying out of the authority
conferred by this resolution and to exercise and otherwise take all necessary
action for and on behalf of the Corporation for the full realization of the
rights, accomplishments and purposes of the Corporation under the Agreement,
the Depository Agreement, the Bond Purchase Contract and the Assignment and
Security Agreement and to discharge all of the obligations of the Corporation
thereunder.
Section 22. That the provision of this Resolution shall constitute a
contract between the Corporation and the owners of the Bonds; and after the
issuance of the Bonds no modifications, alterations, amendments or supplements
to the provisions of this Resolution shall be made in any manner except with
the written consent of the holders of the Bonds until such time as all principal