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<br />l)) ["'JUt to ttlt' l':;,':;,U,HlCe ut Ule Dumb, when requested by the Company, to
<br />entt'l' lntll ',udl 1Udn a'Jl'et'lJlent, lnstJl111lent sale agreement, lease, or any other
<br />contrcH:L, Ul' Ll':Jl't:t'II;, nt', iJl::lwl:::en Ule CoqJol'Jtion and the Company as the mutually
<br />acct:::'f.ltable in all l'e"f!cl.ts tu ttle Corporation and the Company fJrovlded trlat under,
<br />any such d'.ll'eelllent the COllqJany sha 11 be ob Ii ga ted to make payments to the Corpora t 1 on
<br />o r to a co ql U I' ate t r u s tee, 0 n be h a 1 f. 0 f t he Co r p 0 rat i on (a n d its Bond h 0 1 de r ins u c h
<br />sums as are necessalY to fJc1Y the princifJal of, interest on and redelllption premiullls,
<br />if any, together with paying agents' and trustees' fees on the Bonds, as and when the
<br />same shall beCOllle du,' ,Hid payable, suetl payments also to be sufficient to defray the
<br />Corpora t i un's aJm i n i~, trJ t i. ,; overrlead and other expenses and cos ts wi th respect to
<br />the Bonds and the Pt'ojects).
<br />
<br />c) To take, Ot' Cduse to be taken, su:h other action, and to execute such
<br />additional contracts and agreements, when requested by the Company, as may be
<br />requil'ed in accOI'dance with the Act and this Resolution to cause the issuance of
<br />the Bonds~ and it is undel'stood that the Company will fully indemnify and hold the
<br />Corporation hdl'lllless fy'om any and all damages, losses and expenses, including
<br />attorneys' fees, dl'ising at anytime from or with respect to the Bonds and the Project.
<br />
<br />SECTION~: That the President and Secretary of the Board of Directors are
<br />herebyauTho'I'-'-zed and di rected to execute the Memorandum of Agreement, attached
<br />hereto as Exhibit A and incorporated herein by reference for all purposes. which
<br />Memorandum of Agreement upon execution by the Company, shall, together with this
<br />Resolution constitute a commitment by the Corporation to finance the costs of
<br />acquiring, constructing and improving the Project by the issuance revenue bonds.
<br />
<br />SECTION 3: That this Resolution, together with the Memorandum of Agreement
<br />herein approved and authorized to be executed shall constitute the taking of affirmative
<br />official action by the Corporation toward the issuance of the Bonds, and that such
<br />action is, and is intended to be, similar to the adoption of a bond resolution, within
<br />the meaning of Section 1, 103(8)(a)(~) of the regulations of the Internal Revenue
<br />Service adopted pursuant to Section l03(b) of the Internal Revenue Code of 1954, as
<br />amended.
<br />
<br />SECTION 4: That immediately following the adoption of this resolution, the
<br />execution of the Memorandum of Agreement by the Company and the obtaining of the
<br />approva 1 of such Agreement by the City Council of the Ci ty of San rvtarcos, Texas, the
<br />Company may proceed with the dcquisition, construction and improvement of the Project,
<br />in whole or in part. and such costs or expenses incurred shall be deemed to be, and
<br />included as, a part of the costs of acquiring, constructing and improving the Project
<br />to be financed by the issuance of the Bonds of the Corporation and covered by this
<br />cOlllni tment.
<br />
<br />PASSED AND APPROVED, this the
<br />
<br />~~
<br />/2- day of
<br />
<br />
<br />pr~d of Directors
<br />
<br />, 1982.
<br />
<br />
<br />~~~
<br />
<br />Secretary, Board of Directors
<br />
<br />'\ ~ \
<br />
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