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HomeMy WebLinkAbout18603 RES - 12/18/1984RESOLUTION APPROVING AN AGREEMENT BY CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION TO ISSUE BONDS FOR MEDICAL ?LAM ASSOCIATES AND THE BOND RESOLUTION PROVIDING FOR THE ISSUANCE OF SUCH BONDS WHEREAS, auspices Christi Industrial Development Corpora- tion ted under the a es of the City o£ Corpus Christi, Texas Ithe "City"); and WHEREAS, the City Council of the City has, by written resolutions declared that certain areas of the City be designated a blighted area (the "Blighted Area") pursuant to the Development corporation Act o£ 1979, Article 5190.6, and the rules promulgated thereunder (the T"Act"); aamended, and WHEREAS, Medical Plaza Associates, a general partnership, desires to finance pursuant to the Act the (xoject described the Agreement (hereinafter defined) the "Prosect"); and WHEREAS, the Project is located within the Blighted Area; and WHEREAS, the City Council believes i the best Interests of v the City t approve the Project in order t promotethe sound growth of the City and the health, safety and welfare of its citizens; and WHEREAS, prior to the passage of this Resolution, and pursuant to due notice, o the City Council conducted a hearing at which the ralpublic hadthe opportunity to make Comments on the Project; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: Section 1. The "Loan Agreement between Corpus Christi Industrial Development Corporation and Medical Plaza Associates" (the "Agreement"), in substantially the form and substance as attached t this Resolution and made a part hereof for all purposes,is hereby approved, and Bonds an the principal amount of 09,550,000, may be issued pursuant thereto for the purpose of paying the cost of acquiring and constructing or ca rng to be acquired and constructed the Project as defined and described therein. 18603 Section 2. The "Resolution Authorizing the Issuance of Corpus Christi Industrial Development Corporation Pevenue Bonds, Series 1904 and the EXeCtli1On of a Trust Indenture (Medical Plaza Associates rolect)", substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and the Bonds may be issued as provided for therein. Section 3. The City Council approves the Project and finds (i) that the Project will contribute significantly to the fulfillment of the redevelopment objectives of the City for the Blighted Area by increasing employment opportunity, increasing the property tax base and promoting within s the City and the State of T and (ii) that Project is in furtherance of the publicpurposes of the Act. Section 4. The necessity to approve the Agreement of the Corpus Christi Industrial Development Corporation to issue bonds for Medical Plaza Associates, and the Bond Resolution providing for the issuance of such bonds creates public emergency and an imperative public necessity requiring the suspension of the Charter rule that no ordi- nance solution shall be passed finally on the date of itsintroduction but that such ordinance or solution shall be read at three s rat meetings of the City Council, and the Mayor, having declared that such emergency and necessity exist, having requested the suspension of the Charter rule andthat this Resolution be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO RESOLVED. SIGNED AND SEALED the (SEAL) APP -R ,O OVED /df day of 0,9 , 198f(. J. Bruce , •City Attorney By. LOAN AGREEMENT BETWEEN CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION AND MEDICAL PLAZA ASSOCIATES 999991,67199999***** The Corpus Chrastr Industrial Development Corporataon has granted asrty Interest a and assigned T MBank Corpus Chrrstl,NcA s Trustee under the Trust Indenture dated as of the date hereof, all of Its Interests in all "Installment Loan Payments" due pursuant to and under this Loan Agreement t eRevenue Bonds, Series 1984 (Medical Plaza AssocsiatesProleci) DEBTOR SECURED PARTY Medical Plaza Associates Corpus Christi Industal 1800 Guaranty Bank Plaza De ✓elopment Corporatrrion Corpus Chrrsta, Texas 78475 302 South Shoreline Corpus Christi, Texas 78408 ASSIGNEE MBank Corpus Christi, N A , Trustee 500 North Shoreline Blvd Corpus Christi, Texas 78401 1WR FINAL DRAFT 12,14,84 TABLE OF CONTENTS (The Table of Contents Is not a part of the Loan Agree- ment but vs for convenaenceof reference only ) PAGE Parties ARTICLE I DEFINITIONS, GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS Section 1 01. Defanatvona 1 Sects on 1 02 General Recotals, and Representataonsvn vngs, 4 ARTICLE II THE PROJECT Sectvon 2 01 Approvals and Permvts Section 2 02 Acquisition and Construction ARTICLE III FINONCING THE PROJECT, TITLE AND OPERATION Sectvon 3 OS The Loan Section 3 02 Security for the Loan 9 Section 3 03 Repayment of Loan 9 Section 3 04 Title 11 Section 3 05 Operation 11 Sectvon 3 06 Indemnvtves 11 Section 3 07 Issuer's Lamlted Laabalaty 12 ARTICLE IV THE BONDS Section 4 01 Issuance o£ Bonds 13 Section 4 02 Refunding of Bonds 14 Section 4 03 Redemption of Bonds Section 4 04 Installment Loan Payments Section 4 05 No Arbitrage Section 4 06 x-Erempt Status of Interest on the Bonds and Mandatory Redemption Section 4 07 Payments to Issuer ARTICLE V COVENANTS AND REMEDIES Section 5.01. Covenant Section 5 02 Trustee and Remedies Section 5 03 General Provisions Section 5 04 Amendment o£ Agreement Section 5 05 Indemnification of Trustee ARTICLE VI SPECIAL COVENANTS Section 6 01 Partnership Existence Section 6 02 Assignment Sec -Son 6 03 Financial Reports Section 6 04 Term of Agreement Section 6 05 Termination Section 6 06 Notices Section 6 07 Severability Section 6 08 Additional Security Eiecution by the Issuer Execution by the llser Erhrbrt A PAGE 14 14 15 15 19 20 20 20 21 22 23 24 24 24 24 24 25 25 2' 28 A-1 LOAN AGREEMENT This Loan Agreement datedo£ December 1, 1954, between Corpus Christ. Industrial Development Corporatdon and Medical Plaza Associates WITNESSETH ARTICLE I DEFINITIONS, GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS Section 1 01 DEFINITIONS In addition to all other words and terms defined herein, and unless a different ening or Intent clearly from thecontext, following wordsand t e£olowingmeanings, respectively, whenever they are used heren Act - The Development Corporation Act of 1979, as amended (Article 5190.6, V A T C S) Agreement -This a Agreement, together with E<hibit ached t this Loan Agreement, and all amendments and supplements to this Loan Agreement Approving Officer - A malority of the persons designated by the User in a wrmtten authordzatIon delivered to the Trustee to act on behalf o£ the User Article - Any subdivision o£ this Agreement designated with a roman numeral Board or Board of Ddrectors - The lawfully gualr£red board of directors of the Issuer Bondholder - The registered owner of any Bond Bond Counsel - An attorney or firm of attorneys experi- ended In tv relating to m icipal bond law and the tax of interest on bonds o£ s and their political subdavisrons, selected by the Issuer and satisfactory to the Trustee and the User Bond Resolution - The Initial Bond Resolution and each resolution of the Board oDdrectors authorizing Bonds (includrngt the T Indenture prescribeds su- nand authorized to be ted in theInitial Bond Resolution) together with any supplemental resolutions or amendments to such resolutions or such Trust Indenture Bonds - Any and all revenue of the and delivered to finance and pay for call o any epart of the Cost of the Protect pursuant to the Act and this Agreement, Including initial series or issues of revenue bonds and revenue bonds Issued to finance and pay for all or any part of the Cost of completing the Prolect, and any revenue bonds issuedfor theputloose of refunding or replacing any Bonds Code - The Internal Revenue Code of 1954, as amended Commission - The Texas Economic Development Commission, and Its successors and assigns Construction Fund - The segregated account or accounts into which certain proceeds from the sale and delivery of each series of Bonds will be deposited as provided In each Bond Resolution (excepting any Bond Resolution authorising revenue bonds to refund anyBonds) Cost - With respect to the Pro,ect, the cost of acqui- sition, construction, reconstruction, improvement, and expansion of the Pro,ect as provided in the Act, including, without limitation, the cost of the acquisition of all land, rights-of-way, property rights, easemnts and interests, the cost of all machinery and equipment, financing charges, Interest during construction, necessary reserve funds, cost of estimates and of engineering and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving, and expanding any such Project, administrative expense, and such other expense as may be necessary or Incident to the acquisition, construction, reconstruction, improvement, and expansion thereof, the placing of the same in operation, and the financing of the Pro,ect Credit Rank - MBank Corpus Christi, N A , a national banking association which has agreed to issue the Initial Letter of Credit with respect to the Series 1984 Bonds, together with the issuer of any substitute Letter of credit Issued In connectional) the Series 1984 Bonds. Debt Service Fund - The segregated account or accounts in which Installment Loan Payments and draws Under the Letter of Credit will be deposited as provided in each Bond Resolution Deea of Trust - The Deed of Trust and Security Agree- ment - Financing Statement, dated as of December 1, 1984, from the User to the trustee named therein Governmental Unit - City of Corpus Christi, Texas, a political sdbdasion of the State of Texas. Inducement Date - March 7, 1984 Inrrral Bond Resolution - The Bond Resolutron adopted by the Board of Drrectors, authorrorng the Issuance and dellvery of Corpus Chrasti Industrial Development Corporation Revenue Bonds, Series 1984 (Medical Plaza Associates Pro5ect) in the aggregate principal amount of $9,550,000 Issuer - Corpus Christi industrral Development Corporatron Installment Loan Payments - Payments required to be made by the User to the Trustee to amortize each serres or issue of Bonds, as provided for in the applacable Bond Resolution, IncludIng (1) the prdnorpal of, redemptron premium, If any, and interest on such Bonds when due (whe- ther at stated maturity, upon redemptron prror to stated maturity, or upon acceleratron of stated maturrty) (2) any agreed liquidated damages owed by the User to the Bond- holders or former Bondholders, (S) any rutevest. Pe091005s, reasonable costs and expenses incurred by the Bondholders or former Bondholders in connectron with a Determlnatron of Tarabllity required to be rermbursed to such Bondholders or former Bondholders by the User, as provided In the Bonds, (4) all fees and expenses of the Trustee, Regrstrar, and any Payrng Agent for such Bonds, and (5) any other payments requrred to be pard by the Agreement, the Bond Resolution or the Trust Indenture, other than the fees and expenses of the Issuer. Letter of Credit - Any letter or letters of credrt, as descrIbed and further defrned in Secrron 6 08 herein, Issued to the Trustee for the account of the User by a Credrt Bank as securrty for the Serdes 1984 Bonds, IncludIng the InItral letter of credit for the Serres 1984 Bonds and any successive letter of credit Issued In substitution or extenslon thereof Loan - The loan of the proceeds of the sale of the Bonds as descrIbed In Sectron3 01 Paying Agent - The Trustee and any other paying agent for an issue or serves of Bonds named In the Bond Resolutron authora.ing such Bonds -f3,70:e„-,sTdeesc1Thei'd i'nuttlOrt'A Ico'ugf:nAtdreeMent't'"' Project Location - The City of Corpus Chrrsti, Texas Regrstrar - The regrstrar for the Bonds named In the Bond Resolutron Regulations - The regulations promulgated by the United States TreasuryDepartment pursuant to the Code Reimbursement Agreement - The Reimbursement Agreement dated as of December 1, 1984, between MBank Corpus Chrrstr, N A and the User Section - Any subdivasson of thrs Agreement designated by arable numerals Securrty Agreement - The Securrty Agreement, dated as of December 1, 1984, between the User as debtor and mank Corpus ChrIsti, N A , Trustee, as securedParty Series 1984 Bonds - The Bonds authorized by Issuer In the Initial Bond Resolution being Corpus Christi Industrial Development Corporation Revenue Bonds, Serves 1984 (Medscal Plaza Associates Progect) in the aggregate prancrpal amount of $8,550,000. Trust Indenture - The trust indenture, including all supplements and amendments thereto, prescribed an and execu- ted and delrveredpursuant to the Initial BondResolutIon. Trustee - The corporate trustee named under the Trust Indenture, and Its successors or assrans User - Medical Plaza Assocrates, a partnershrp organized and exIstIng under the laws 00 191 State of Texas and fully gnallfred to transact busrness in the State of Texas, and Its herernpermItted successors and assigns References In the sangular number In this Agreement shall be consrdered to anclude the plural, if and when appropriate Sectron 1 02 GENERAL RECITALS, FINDINGS, AND REPRE- SENTATIONS (a) The Issuer Is a nonstock, nonprofit snclustrral development corporatron organized and existing under the laws of the State of Texas, including particularly the Act (b) The Issuer. is a duly constrtuted authority and publIc Instrumentality of the Governmental Gust, a golf...cal subdavasIon of the State of Texas, wIthrn the meanIng of the Regulations and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to SectIon 103 of the Code, and the Issuer rs functronIng and actang solely on behalf of the Governmental Unit (c) The User is fully qualafied to transact business In the State of Texas, and as fully authorrsed by law and partnershipproceedings to execute thrsAgreement (d) Thrs Agreement is authorrred and e-ecuted pursuant to GPPlIcable laws, including theAct 4 (e) The User has requested the Issuer to finance the Cost of theProject (f) Issuer has determined, an the public Interest, that It will finance the Cost of the Project, and loan money to the User for such purpose in the manner provided in the Act and this Agreement. (g) The governing body of the Goivrnmental unit has aPProved this Agreement by written resolution as required by the Act (h) The Issuer and the User have taken all action and have complied with all provasions of law with respect to the execution, delivery and performance of this Agreement and the due authorization of the consummation of the transac- tions contemplated hereby, and this Agreement has been duly executed and delivered by, and constitutes a valid and legally binding agreement of, the Issuer and the User, enforceable against the respective parties in accordance with Its terms (1) The execution of this Agreement and the perfor- mance of the transactions contemplated hereby will not violate any law or regulation, or any Articles of Incorpora- tion, Charter, or Bylaws, or any partnership agreement, or any judicial order, judgment, decree, or inJunction, ar contravene the proiisions of or constitute a default under any agreement, Indenture, bond resolution, or other Instrument to whichthe Issueror the User is a party (j) The User represents to the Board and the Commis- sion that (1) the Project wall contribute to the economic growth or stability of the Governmental Unit by (aa) In- creasing or stabilizing employment opportunities in the Governmental Unit, (bb) significantlY inereaaing or ata- bilizing the property tax base of the Governmental Unit and (cc) promoting commerce within the Governmental Unit and the State of Texas, (2) It has no present intention of disposing of or abandoning the Project, and (3) it has no present intention of using or moving any portion of the Project out of the State of Texas or directing the Project to a use other than the purposes represented to the Governmental Unit and the Commission (k) There as no action, suit, proceeding, inquiry or Investigation, at law or an equity, before or by any court, public board or body pending or threatened against the Issuer, ,herein an unfaiorable decision, ruling or finding would adversely affect the existence of the Issuer or whach would adversely affect the xalidity or enforceability of any portion of this Agreement, the Trust Indenture, the Guarantee, the Bond Resolution or any other agreement or Instrument TO Wh1Ch the Issuer is a party which is used or contemplated for use ummatvon of the transactions contemplated hereunder or thereunder (1) The User further represents o t the Board and the Commossaon that (1) the Project tas located wathan or adjacent to a desognated bloghted area, (2) the Caty of Corpus Christa has approved the Project and has found that 2efllm wthe Baa) rvbute cant„y the £ act �elopmea ob]bectavei o£ t e cat the p0b10desagaped blighted area and (b ( s in urtnot, whale the public purposes of the Act, and (3) a will n whale the Bonds are on thendinn derect the Project, a not author -1.d andhin the ales le blvghted are as defined by on the Act, and the rules promulgated by a the Commvssa on pursuant to the Act NOW Bone,sideration of to ants and agreements hereon made, and subject to the condatdons herein set forth, the Issuer and the User contract and agree as follows ARTICLE II THE PROJECT Section 2 01 APPROVALS ANOP ERMITS The Issuer and use the User agree totheir bestefforts to obtain the necessary approval ofthis Agreement by the Commission as required by the Act, prior to the Issuance of the Bonds, and the User agrees to use its best efforts all Other ary with r thes quisition, construc- tion, permits ng, and furnishing of the Project Section 2 02 ACQUISITION AND CONSTRUCTION (a) The Project shall be acquired, constructed, equipped, and fur- nished with all reasonable dispatch, and the User will use its beia shacquisition, construction, equipping,a furnishing to be completed s s practi- cable, delays Incident t rakes, riots, acts not God, or the public enemy, others rbeyonda the reasonable en orcauses control of the User only excepted, , but of for any reason there should be delays in xe e acquisition, pos• tponem antl furnishing there s o dvminube in or postponement u [aliment t Payments to be made by the User hereunder, and no resoling liability on the part of utissuer (0) The User shall acquire,ruequip, and furnish the Pcause the Project to be acquired, constructed, ped and furnished and the Issuer shall have no responsibility or liability whatsoever with respect to the Project and the acquisition, construction, equipping, s and £drnashing thereof It v agreed and understood that the User has entered into and executed and wall enter and evecute all agreements and c and accomplish t lquip- pang, and furnishing c of the Project (and construction, that the Issuer shall not cute any such a contracts) and that the Usercarry rry out, pages supervise, and enforce all such agreements and contracts, and wall provide for such Insurance o and in cowith the acquisition, o • tequippi g,andcfurnishing of the Project a at deemsnecessary o advisable o required by law, this Agreement, the Deed of Trust The User shall pay, from proceeds from the sale and delivery of the Bonds loaned to t pursuant to this Agreement, and from any available income or earnings derived therefrom, and from other funds of the User to e extent Ce the of the Pro- ject TheUsshall promptly pay n all taxes, including specifically all salestaxes and ad valorem taxes, connection with the Projectand the acquisition, nstrucn egtipprng, and furnishing thereof The Issuer shall loan c n proceeds from the sale of the Ponds t the User o be used by rbythe User to pay all or part of the Cost of the Project, vn accordance with procedures to be established 7 in any applicable Bond Resolution, including provisions far reimbursing the User for paying all or any part o h Cost Under the aforesaid a s for fthe c acqui- sition, construction, equipping, d contracts r furnishing of the Project prior to the User's receipt of the Loan as herein- after provided It is specifically provided, however, that none of the proceeds from the sale of the Bonds will be used to elmburse the User for, or to pay (and the User covenan ees paymenttfor)a any part of not theeC a Prreimbursement such ru r payment would result i violation of any of the User's covenants contained rn Section 4 06. Each Bond Resolution (excepting any Bond Resolution authorizing revenue bonds to refund any Bands) shall contain appropriate provisions with the awn on end edmrn- astered asoprovaded in each Bontl Resolution ARTICLE III FINANCING THE PROJECT, TITLE AND OPERATION Section 3 01THE LOAN The i shall make the Loan to the User byaepositang Into the Construction Fund (or such other fund as apecafrcally provided In the Bond solution) the proceeds from the sale of Bonds rn such amount s provaaded a each Bond Resolutron The amounts on deposited shall be advanced an the manner provided in the Bond Resolution, and the User shall repay the Loan by making the Installment Loan Payments as provided on this Agreement and the Bond Resolution Section 3 02 SECURITY FOR THE LOAN The oblvgatvons o£ the User under than Agreement s i general oblagationso£ the User. Prior to or somultaneously with u the v of the Bonds, the Issuer wrlla sign to the Trustee under the t a of the Trust Indenture all of the Issuer's rght, title,and Interest rn and to the Install- ment Loan tall - Loan Paymentsn add Cron, 1t cognrzed and understood that the Deedof Trust t has been elven by the User as n addiivonal s n sty for the payment of Installment Loan Payments for theo benefit o£ the of the Bonds Additionally, It Is recognized andunderstood that the Security Agreements have been given by the User as addrtional securmty for the payment of Installment Loan e benefit of the a Bonds In the U s Issued r has c etredrt t payments £the and delivered t the Trustee, for the bene£vt o£ and on behalf of the Bondholders, which Letter of Credit may be drawn on as provided In the Bond Resolution, the Trust Indenture and Bectaon 6 06 hereof Sectron 3.03T OF LOAN (a) Notwethstandrng any provision erpressly ErInferential ly to the contrary contained hereon, the User uncondltronally agrees that it shall make Installment Loan Payments to the Trustee (pursu- ant othe aforesaid a srgnment by the Issuer) in lawful money of the United States o£ America, and v such amounts and shall be necessary to full and prompt paym no£ enable s e 1) the prrincipal of, redemption premium, if any, and v all Bonds t when due (whether a stated maturity, upon redemption prior to stated maturaty,oupon celeration of stated m - Ity), (2) any agreed Irgurdatad damages owed by the User to the Bondholders or former Bondholders, (3) any o penalties, reasonable costs and expenses redby e re aothe rn o Bondholders former Bondholders ectlon with Determanatvon of Taxability required to be reimbursed to such Bondholders or former Bondholders by the U all a provided r Bonds, (4) all fees a expenses o£ t Trustee, the Regotray, and any Paying Agent for such Bonds, 9 and er amounts rred to Agreement, each achihBond Resolution and the be paid Indenture niurea Upon the i and delivery of Bonds to the initial purchaser thereof, and the deposit of the proceeds derived therefrom into the accounts established v the Bond Resolu- the U shall h e ved, and the Issuer shall have g full and c complete c srderatlon F the Use obligatron hereunder to make Installment Loan Payments he User Obligations of the U er to make the payments required by this Agreement shallbe absolute and unconditional, and shall not be subject to diminution by set -o££, recoupment, counterclaim, abatement, or otherwise, and u fal such tame as all Installment Loan Payments shall have been made o provrsaon therefor shall have been made in accordance with each Bond Resolution and the Tu t Indenture, the U (1) wall no suspend or dascontlnue,or permit the suspension o discontinuance of, any payments provided for an this Agree- ment, wall perform and observe all of i other agree- ments In this Agreement, and (1.1) wall not termlnate thrs Agreement for any cause including, without limatangthe generality of the foregoing, failure of the Project to comply with the plana and speca£icatvona there- for, any a instances that may constitute failure of c srderata n, destruction of, or damage to the Project, frustration o£ commercral purpose, any change In the tax or other laws or admintstrative rulings of or adminastratrve actions by the Untied States of America, the State of Texas, or any political subdlvlsvon of either, or any failure of the Issuer o perform and observe any agreement, whether expressed or. rmplaed, or any duty, liability, oblagataon a eof o h connection with i s Agree- othingc tamed v [hos Section shall be construed to release the Issuer from the performance of any of the agreements on its part <oned herein; and v v the event the Issuer shall fall to perform any such agreement on its part, 6e the U may institute s ae the Issuer as the , may d necessary o na compel performance, provided that no suchaction shall violate the agreements on the part of the User contained an Ulla section or postpone or tl isoh the amounts required to be paid by the User pursuantthis Agreement. (b) Notwithstanding the foregoing, It Is the Intention o£ the parties hereto t L conform strictly t applicable usury laws of the State of Teas and the United States of America, and any provision for any payment contained herein and inuch Bonds shall be held to be subject to reduction to the s amount allowed under said usury laws aa n or hereafter construed b£ the courts haying jurasdactaonThis provision shall be held t 02 roperate to deny the owners of the Bonds the right, an any event, to collect usury Section 3 04 TITLE The Issuer shall have no right, title, Interest rn and to the Project Except for making 10 the Loanto the Ce User from the s and In the manner r n provided a s Agreement, the Issuer hall not be responsable o liable r any mannerfor. any claims, losses, damages, penaltves,costs, taxes,o r fines with respect to the acgulsitien, ca atructlon, equipping, furnishing, Potallataon, operation, maintenance, or ownership of the ctr3OPERATIONhe User covenants operate and n a in the v o s Project, or sethe Project to be operated and maintavned, and 111 pay, or cause to be pard, ll costs and enpenses of opera- tion and m intenance ofthe Project, including all applica- ble taxes,d that it wall keep,or uo be kept, an Project as required by the Deed force o£ T understood and agreed that the Issuer shall have Trust dutaesr o esponarbvl tves whatsoever with respect to the operatlonor maintenance of the Project, the performance of the Project for Its designed purposes or Section s 06rectorsENNITIE d agents, erreleases the its officers, directors, employees Tan er. the Issuer, and the Co0ernmental Unit, its Caty Council, andyees, agents, tofficerss, agents, attorneys, employees and the members of Its govern- ing body (collectively the 'Indemnlfled Parties")from, and the Indemnified Partres shall not be liable for, and the and shall protect, lndemna£y, defend, and hold the Indemnoeaed Parties harmless from any and all Ilabalaty, expense, damage or loss of whatever nature (ancludvng, but not limited t attorneys' fees, litigation and court era drsonargemeiudgments) d settlement, ii, acc amounts pard art Ing uoftering, connection deivverth, or related t0 (a) the theIssuBond oResolutlon, the Trust Indenturey or , nandithls of the Agreement and the obis irons Issuer hereby and ga vmposed the hereby d thereby, r he desIgoccupancy, construction, �o stallofthe operetton, use, wrItancy, statements e, or ownership o£ the Project, (yvi any User ten ytatemtnts or erpreseemployee made r given by ed User es any of ata partners,or o employees, to the Iaser, o ed Parties, the Trustee, o any underwriters o purchasers of any o£ the Honda, wvth respect i the Issuer the lvmvted tot statements o ect, or the Hands, Including, facts, but not repieseff ars, £ 11cts, finan- or 1d mage Incurr or ptheIssuer as acre, and (1 12) any nloss r damage In treed by the Issuer a a result of r of atacn by he the User oftheprovisions se Sects ons 4 OS or 4 and The fulls saons o£ the preceding sentence ce hall remain and be i fuexpll force and effecte cl 0n ref li byali ty, drreotl or an or lops re cl ram therefor by any of, or, directly orl Isarece t results from, erases out sen relates to or r ed wtoho have resulted from, a cut of, or related s to, vn whole or a part, one or. more 11 egllgent acts or omossoons of the C mmissoon, the Issuer or. the Governmental UnitIts Cvty Council, officers, directors, employees, agents, servants, or any other party actong for or n behalf of the Commassvon, the Issuer or the Governmental U h the matters set forth Ins (v) thrtough (oiii of said sentence a Section 3 07 ISSUER'S LIMITED LIABILITY It Is cognized that the Issuer's only source of funds with which to carry out Its commitments wath respect to the Prolect and thos Agreement will be from the proceeds from the sale of the bonds,, and ot as expressly agreed that the I shall o have liabollty, obllgationr o responsibility wath respect to this Agreement the Prolect except to the extent of funds available from such Bond proceeds If, for any reason, the proceeds from the sale of the Bonds are not Cost su££vcvent to pay all the C o£ the Prolect, the User shall complete the Prolect and pay all such Cost from ots n funds, but ot shall not be entitled to reimbursement therefor unless additional Hondo are Issued for s uch pur- pose, any diminution i r postponement ofany pay- ment, required to be made by the User hereunder. 12 ARTICLE IV THE BONDS Section 4 01 ISSUANCE OF BONDS (a) nsadera- non oF forth o a Agreement, he enable the sI sue a Bonds this carryout to as stand purposes hereof, hthis Bonds,Agreement executle o provide for the due and punctual Issuanceof by the User ond to the Trustee of the Installment Loan Payments The User shall make the Installment Loan Payments, for the benefit o£ each r issue of Bonds, o the Trustee for deposal into tion Debt Service Fund as provided in each Bond Resolution (b) Simultaneously Wath the authorization of than Agreement by the Board of Directors, such Board has adopted the Initval Bond Resolution The User hereby approves the Initval Bond Resolutoon, including the Trust Indenture authorized thereonsach Band Resolution authorizing addi- tional Bonds shall besubtect to the written approval of the Approving O£focer and the provisions of anys uch Bond or Resolution shall not be banding o effective upon the User unless and until such approval esvveIt is hereby agreed that the foregoing approval of the Initval Bon Resolution and the Trust Indenture, and any approval of any Bond nd Resolution authorizing the Issuance of additional Bonds constitutes the acknowledgment andagreement of the User that such Bonds, when Issued and dellaered as provided a such Bond Resolution, will be Issued v accordance with and in compliance with this Agreement, notwithstanding any other provisions of this Agreementoany other contract or agreement to the contrary Any Bondholder is entitled to c rely fully and o ondotionally any such approials Notwithstanding any provvsaons ofthis Agreementoany contractother agreement , the User's approval o£a y Bondo solution (vncludvng the Trust Inden- ture authorised uthord by the Initial Bond Resolution), shall be theu User's agreement that all covenants and provlsions in uch Band Resolution and the Trust Indenture affecting the User shall, upon the delivery of such Bonds and the Trust Indenture, become vcondataonal, valid, and banding c end obligationsof the User so long a said a and theInterest thereon are outstanding and unpaid Particu- larly, the obligation of theUser to make, promptly when due, all Installment Loan Payments specified in ach Bond Resolution and the Trust Indenture shall be absolute and aand obligation may be enforced as ovided� Is e ondA and the Trust Indenture, r egardless na of snother monsoonsof this Agreement any other contract or agreement to the contrary Upontherequest oof the Lser, and only upon its request, the Issuer may, when, an the opinion of the Issuer, at becomes neces- sary or advisable, authorize and use its best efforts to 13 sell and delayer additional Bonds, In onemore oepaya e Issues, aggregate pra ncapal amounts suffi1 cient to pay the Cost of the Prol act Sectoon 4 02. REFUNDING OF BONDS After the Issuance a o£ any Bonds, the I shalland any ofthe Bonds or change o modify theBonds in any way, except as provided for on the Bond Resoluta.=, wath.ut the priorw ritten approval of the Approvvng Of£acer, nor shall the redeem any B scheduled maturities, su Change modify P Bond ththe prior writteno approval of y the Approv ng o Officer, u unless such redemption as required by a Bond Resolution Sectvon 4 03 REDEMPTION OF BONDS Provisvon shall be made in each Bond Resolution for the redemption of Bonds prior tor e sty, ss such i and conditions a shall be s forththereonThe redemption of any outstanding Bonds prior to maturvty at any tome shall notrelieve the Its User of v ondataonalobligation to pay each x ang InstallmentLoan Payment as specafled on any Bond Resolution or the Trust Indenture e The U also shall comply with and e bound by all p anions of thos Agreement and of each Bond Resolution and the Trust Indenture with respect to the mandatory and optional redemption of Bonds Section 4 04 INSTALLMENT LOAN PAYMENTS (a) Payment of all Installment Loan Payments shall bemade and deposited as required by each B solutvon a the TrilSt Indenture ncludvng all such payments whack m due d because the acceleratvon of the maturoty o ties of any Bonds upon default, otherwvse under rather pro of the Trust Indenture r If any suable funds von of e heldondeposal a Debt 08 c thet eepayment of any Installment Loan Payment is due, such payment may be reduced by the amount sof the funds o held on deposal The User shall have theright to prepay all or .= a portaof any Installment Loan Payment at any tame Any such prepayment by the User shall not relieve It f liability for each rernaonong Installment Loan Payment a dad in than Agreement d each Bond Resolution and the Trust and Indenture (0) Recognvning that the Installment Loan Payments wall be the Issuer's sole source for the payment and perfor- mance of Its oblagatvons t the Trustee, any Paying Agent and the Bondholders under each Bond Resolution and the Trust Indenture, when any Bonds are delivered, the User shall be unconditionally obligated to make and pay, or cause to be made and paid, each Installment Loan Payment regardless of whether or not the User actually acquires or completes the Protect, owhether the User approves, purchases, receives, r the Protect, a such payments shall not be sublectto any abatement, Set-off, 14 recoupment, or counterclalm, and the Bondholders shall be • vtl ed to rely on thvs agreement and representation, notwIthstandIngany of this Agreement any other contract agreement t the contrary, and regardless of the valadaty of, or the performance of, the remainder of thus Agreement or any other contract or agreement sectIon 4 05 NO ARBITRAGE The Issuer and c herebyt h the Bondholders that iheyvwallmaker indirectpro- ceeds of the Bonds atony t of wail cause the Bonds i be arbrirage bonds within the meaning of Section 103(c) of the Code or the Regulations pertaining thereto, and by this the and the e aser a obligated to comply with • n the r esaad Section 103(c) and the pertanentt Reguiataons Section 4 05 TAX-EXEMPT STATUS OE INTEREST ON THE BONDS AND MANDATORY REDEMPTION (a) The Issuer covenants ants that it shall, prvor to the a of the Bonds, duly elect o have the provIssons of 03(6)(6)(0) of the code apply andsuch election shall b s accordance wtu ththe applicable Regulations The User cove- nants that It shall furnish to the Issuer whatever an£orma- taon Is necessary for the Issuer to make any such electron and the User shall file with the Internal Revenue Sntvace such supplemental a and other vn£ormatvon as are required by the applaicablRegulataona with respect to all capital expedrtures made, paid, or Incurred by orn behalf of the User orany person related to the User, w6thin the meanyng of Section 103(b)(6)(C) of the Code, vn the Prolect Locatrnn, and In any other political lurasdactaon contIguous thereto Itath respect to any facilities any fatalities the Prole., s to orIntegrated 1 the m ang of Sections 1103-10(b)(2)(va)(e)tiand 1 103-10(d) (2)(1) of the Regulations (collectively the "Prolect Area") (b) The User hereby covenants that (1) substantially all the proceeds (wathan the m nge of Section 103(6)(6) of the code) from the sale of the Bonds 0611 be used and expended for amounts paid o red after the Inducement Date for the acguvsitvon, nstr....on,r ction, or Improvement o£ land or property of a character sublect t the allowance for depreciation under the Code, and (II) except as otherwise set forth In a der...date o fur lshed to the Issuer and its Bond Counsel pry statement Issuance of Bonds, the acquisition,trr- • uctIon, Improvement of the Pro3ectdldl snot begin before the Inducement Date, nor was any work performed o any costs paid o n e by the U any other a sty an n Ith such acgu0s0taonuctaon, recon- atructaonetorimprovement before the Inducement Date 15 (c) The User represents (a) that all of the proceeds of the Bonds a to beused Wath respect to the Project, whack wall be located wholly within the Governmental Unat, (al) that, except for any person related t Be athin the meaning of Section 103(b)(6)(C) of the Code,a User will be the only principal user of the Project within the meaning of Section 103(6)(6) o£ the Code; and (111) that, except for the Bonds, there will not be outstanding on the date of delivery of the Bonds any oblagataons of any state, he United States, or any cal • toubdivi ithe ofthe Dist lo£ Columbia toting "exempt foregoing issu se athin to the meaning ofSection1 10310 of the Regulations, the proceeds ofwhichhave been or are to be used primarily with respect o facilities located in the Project Location, or In any political c asdactaon with any • tag oou• s o Integrated calataes, and which e a o be used principally by the User (Including any person related to the User within the meaning of Section 103(b)(6)(C) of the Code) (d) The User further covenants and represents that It no. not mac), paid,rretl and w n make, pal, or incur any capital expendatures whack wouldcause the Interest on the Bonds o become subject to federal Income taxes pursuant to the provisIons of Section 103(0) of the Code The User further covenants that at has not taken any action or ted any a o be taken, a t that I wall not takeany a r permit any actIon to be taken, whach would r sult a a Determanataon of Taxabalaty, as hereinaf- ter defined, and that the User has not £Baled to take and will not fall to take any action required to prevent the occurrence of such Determanataon of Taxabalaty (e) The User acknowledges that the capital a enda- red t the preceding Paragraphs include all capital expenditures within the Project Area and all capital expenditures ancurred elsewhere relating to the Project, including, wythout limitation, research and development cents, which ornY, u any rule o r lunder. the Code, bet ted a tat expendarure(whether or not such expenditure as so treated) (f) The User further covenants that It shall furnish to the Issuer and its Bond Counsel, prior to the Issuance o£ the Bonds, a cearacate statement o£ the amount of capitala u es(oihers thosaggregateto be £ananced from the proceeds000030of the Bonds)made, paid, or Incurred an the Project Area or made, pald,or incurred elsewhere with respect to the Project ("Included Capital Eapendatures")dthe period beginning three years before the date of ery of such Issue The User. s that 1 wall furnish to the Trustee (a) opy cove- nants sof supplemental statements required to be filed wath the 16 losnalstigUeyeteea nl0-1cthe dand ut103-10 Ildd pcal Expenditures (other than those mentioned In Section 103(b)(6)(F) of the Code) during the three-year pervod beginning as of the date of issuance of the Bonds, including all such Included Capital Expenditures not listed on the capital expenditure certlfacate filed w2th the Internal Revenue Service prior to the Issuance ant of the Bonds, and (aa) wathvn 30 days after has made,paid, or Incurred the maximum amount of capvtal expoaendatures permitted under Seotreffect Such mentalstatements h )supplleo�men shall statement be fated wvth the District Dvrector o£ Internal Revenue or the Director of the reglonal servace enter of the Internal Revenue Service with whom the User's federal income tax return is required to be filed on the due date prescribed for filing such return (without regard t me) Each such supplemental statement shall set forth a description of those capital expenditures which are capital expendatures shall under Secoaon 103(6)(6)(0)(21) of the Code and shall take Into account fatalities referred to in Section 103(b)(6)(E) of the Code covenant shall asurvlveuthe terminatvontof than Agreement Thas (gs The Ucovenants ( that a of Ta1a- bilaty hall notoccur, whether or not as a result of any act2on or lnacty n by the User (hthe trailer 'Deteinoatdion ea of Tarabalaty' on and In tas used he Form of Bond and 111 included thereon shall mean any o£the following n (1) Iti determined (in apanion of Bond Counsel) that interest paid In respect of a Bond a Includable for federal Income tax urposes an the gross Income r holder or former holder o a Bond (other thanthe Usesubstantial "related person" as those terms are used an Sectvon 103 of the Code); or (ii) The Internal Revenue vIssues ua otic( o£ d £aclency" pursuant to0 Sec n6212ofr ( the Code (o any successor provision of the Code asIn effect from o tame to tame) to any such holder former holder Bonds sing a tax an respect of any interest on the t(122)ntThe Internal Revenue Sersvc enters onto any gr ement der which ha any holder or Interestda of any Bond n respect of any Interest on sack Bond vs to beassessed 1n (a) The User shall have n vght t any holder or former holder of any Bond to contest orpursueany appeal 1] of, or have anyOmm unication with the Internal Revenue Service concerning Taxability any noticefromthe Internale nRevenueService r e any agent thereof proposing that interest on any Bond be taxable, and o holder or former holder of any Bond shall have a duty to make any such contest or pursue any such a r have any such c older or former holder communication anyBond, n these o£ his, her or its sole discretion, d appealorhave any communication with the Internals Revenue Service concerning a Determination of Taxability, any notice from the Internal Revenue Service cr an agent thereof proposing that interest onany Bond be taxable, the holder or former holder of the Bond shall ancontrol v the rot settlement o dispositionn of any and all before the Internal Revenue Semite with respect to the Bond (1) Within 60 days of the occurrence of a Determina- tiono£ Taxability (provided, they running of such 60 day perod may be stayed by the delivery to the Trustee of the written election of all Bondholders to postpone mandatory redemption of the Bands pending contest or appeal of such Determination of Taxability, such stay to continue until the delivery by any Bondholder to the Trustee of written notice of such Bondholder's election that the running of such 60 day period resume), thele shall be a mandatory redemption prior to maturity o£ the entire outstanding unpaid principal and a t rued i of theBonds and the payment by the n User to the Trustee for the benefit of the Bondholders o former Bondnoldevsof agreed liquidated damages (for loss of a bargain and n penalty) r any interest, penalties, reasonable a and xpensesni Incurred by the Bondholders ror so former costs holders ection with Determination of Taxability Bondholder, dnto connection reimbursed to each Bondholder former Bondholder, all ras shall be provided for In, and r accordance with the provisions of, e each Bond Resolution Such payment of agreed liquidated damages, ifany, and any interest, penalties, reasonable and expenses required tobe reimbursed i costs witha Determination of Taxability shall be a direct obliga- tion the User to the Bondholders and shall be paid i the Trustee for the benefit of s Bondholders during the term of rthis A and thereafter shall be paid by the User directly to such Bondholders Section 4 07 PAYMENTS TO ISSUER From the proceeds of thesale and deliver, of each series or Issue of Bonds there shall be paid all of the I reasonable, actual out-of-pocket expenses a with s Of Bonds �o nando gar withoutn limitation, all financings legal, printing, and other expenses and costs Issuanceof incurred v g the Bonds. In addition, the Issuer shall receive such Bond proceeds a equal to the amount specified in each Bond Resolution toopay IS and reimburse the Issuer for Its admanastratave and overhead expenses darectly attributable and chargeable to the Issuance o£ the Bonds and the acquisition, equipping, of the Project Also s the User dUs o pay directly t annually whale any o thBonds agrees outstanding, upon receIvInga ball or statement therefor, which shall be submitted by the Issuer promptly after the close of each faecal year of the Issuer, an amount sufficient to pay and reymburse the Issuer for any o vat s ssi and rely red IIn connectIon withthereasonably and ntheProlect during the previous fiscal year ARTICLE V COVENANT AND REMEDIES 01 agrees $sand covenants5 wathEtheTIssuer and the TrusteeUser thatly it will pay, to be paid, when due, each Installment Loan Payment required and prescribed to be paid by it pursuant to each Bond Resolution The User further u condi- v nally agrees and covenants to 1y all srea reasonable enpensea and charges, legal or otherwise ( ncluding courtcosts and attorneTrustee en n fees), paid o incurred by the /saner and the made by then User or int enforciof the n9 he sand payments 00 to bs Agreement or any Bond Resolution or the Trust Indenture £ his Sectaon 5 02 TRUSTEE AND REMEDIES (a)a The User as adorsedand rec zes that the Issuer wall all of its right, title, and interest an and to all the sInstallment moan Payments reageCired to be made pursuant to this ogree- ent, and the r ht to r and collect same,the Trustee The Trustee, orthee Bondholders to the extent provided in the Bond Resolution and the Trust Indenture, may enforce the obligations of the User under this Agreement, the Bond Resolution, and the Trust Indenture an the manner provided in the Trust Indenture, without the necessity of making the Issuer a party (b) I event of defaur In lt i the payment of y Installmagreement ton coon antmeconta� ed herein oriformance of an any Bond, any Bond Resolutaoncovenant e r the Trust Indenture, such payment and performance may be enforced by mandamus or by the appovnt- ment ofran equity with po ower t charg and collect InstallmentLo n o Payments and apply such revenues in accordance with this Agreement, the Bonds, each Bond Resolution, and the Trust Indenture (c) Notwithstanding anythang to the contrary contained In this Agreement, o Security the Bond yu solution, the Tr Indenture, Deed e the D e of Trus r the 6 iy Agreement, U shall v eventno be o a liablefor a monetary Iudgment (exceptvih respect i n action brought by the Issuer or the Trustee against theUser based on fraud or intentional mrsrepresentataon) or an action brought by Indemnified Party pursuant to Section 3 06 or 5 05 hereof, provided, however, he liability, of any, of each partner of the User shall be limited, pro rata, to 1509, of each partners' Interest vn the User an the event of default under any of the aforementioned documents, it being understood that the Issuer and/or the Trustee may look only to the e Credit the Agreement, or y otded hershe security agreement executed d of Trust, the eby the 20 User an connection with the Loan or the a of the Letter of Credit and the guarantee of anynguarantors contained In oant guaranty agreement o em ted in with he L issuance of t of credit t enforce the payment of anyindebtednessar arising under the aforementioned documents, provided, haw that nothing contained in this Section 5,02(c) shall 1 mat or Impair the rights of the Credit Bank under the Reimbursement Agreement or under that certain Reimbursement Agreement Guaranty b tG Bank and the guarantors ma therein named, shall he o constitute impairment of the Indebtednessevidenced under any of the aforementioned documents, or of the lien of the Deed of Trust, the Security Agreement any other security agreement the User, o shall preclude the the and/or their and na by foreclosing the Deed 00 anytyr Agreement, o any other security agreement fv of default o event of default or from enforcing anyof the other rights of the Issuer, Trustee and/or the Credit Hank, except as expressly stated In this Section 5.02(c) Section 5 03 GENERAL PROVISIONS. (a) The terms of this Agreement may be enforced as to one or more breaches either separately or cumulatively (b) No remedyconferred upon reserved to the Issuer, the U the T hBondholders i this Agreement a ended to be exclusivef o any other esalable remedy or remedies, but each and every such r medyshall be cumulative and shall be addvty n t every other remedy r hereafter a Istvng in law orequity or by statute Nowdelay o omission [ any right or power a - ing upon anydefault,r failure of performance hereunder shall aimpair any ss or orpower r shall be construed to bewaiver thereof, but anysuchright and power may be a sedfromrmt and a often a may be deemed expedient In theevent any provision contained In this Agreement should be breached by the User and there- after' duly waived, such w shall be limited [ the particular breach s waived and shall not be deemed to waive any other breach ofthis Agreement No waroer by either party of any breach by the other party of any of the provi- sions of this Agreement shall be construed a of any subsequent breach, whether of the same or of a different Pro,. sion of this Agreement (c) Headings of the Articles and Sections of this Agreement have been Inserted for contenrence of reference only and v way shall they affect the interpretation o£ any of the provisions of this g ement (d) This Agreement v made for the exclusive benefit of the Issuer, the Trustees the Bondholders, the Commvssvon, 21 and the User, and their respectte successors and assigns herein permitted, and not for any otherthird party o parties, and nothing In this Agreement, expressed or implied, is Intended to upon any party or parties other t the T Bondholders, the Commission, and the and their respective successors and assigns herein permitted, any roghtsor remedies under or by reason of this Agreement. (e) The validity, interpretations, and performance o£ this Agreement shall be governed by the laws of the State of Texas This Agreement is to be performed In Nueces County, Texas, and v for any action thereon shall lie In such county and state s Section 5 04 AMENDMENT OF AGREEMENT No amendment, change, addition to, o waiver of any o£ the provisions o ihos Agreement shall be binding upon the partles hereto unless in wiong signed by the Approving Officer and the President of the Board of Directors In addition to amend- ments for any other purpose, it is specifically understood that thea 4greement may be amended, if deemed necessary o advisable by the User and the and with written approval o£ the Trustee, i change the definition and scope of the term "Pitied", as used hereon, a s to permit the acquisition, construction, equappong, and furnishing of other or additionalfacilatus, at the same or other loca- tions, improvements related t the P ect, pursuant [ thisAgreement accordance with applicable Saws, with ea the s effect a they had been described originally v E<habatA hetet° Notwithstanding any of the foregoing, at covenantedIs and agreed, for the benefit of the Bondholders and the Trustee, that (without the concurrence of all of the Bondholders and the Trustee) theof this Agree- ment t be amended, c added t waived v anyway which would relieve oabrogate the obligations of the User t make or pay, o obemade, or paid, when due, all Installment Loan Payments with respect to any then outstanding Bondiin the and under the terms and conditions provided herein and in any Bond Resolution or the Trust which would materially change or affect Sections 4 04,e OS 4 06, 5 05, 6 01, or 6 02 Section 5 05 INDEMNIFICATION OF TRUSTEE The User hereby agrees to indemnify and hold harmless the Trustee accordance with the provisions of Article 13 of the Trust Indenture 22 ARTICLE VI SPECIAL COVENANTS Section 601 PARTN NThe User agrees that Ing theRf this Agreement will maintain existence a a general partnership under the lawsof the State of Texas, it will not permit the general partners, o their percentage interests in the User, to change, and it will not dissolve o nate without the prior written approval of the Trustee, i t approval will be unreasonablyagrees withheld The U that during the term ofs Agreement, r, will transfesell, cuey, encumberorotherwise dispose of the Protect, except as otherwise permitted by the terms of this Agreement and the Deed o£ Trust Section 6 The U shall not its Z ihrsS Agreement any User its rightasr obligations gn thereunder except or provided in this Agreement The User may assign its interest In this Agreement to another party with n e to and the consent of e the T provided that the User a shall and be primarily responsible and liable £ f its obligation hereunder, Including particularly the making of all payments required hereunder, when due Section 6 03 FINANCIAL REPORTS The User shall have auditedfinancial statements prepared by its r0gular Inde- pendent certified paccountants after the end of each fiscal year o£ the User, and shall furnish the Trustee a copy o£ such certified audited financial s within 120 days after the end o£ the fiscal year for wh ch such financial statements were prepared. Section �£AGREEMENT The t of this Agreements thedate hereof ants all payments required to b0 ads by the U%er pursuant hereto shall have been made, provided, however,that the provisions of Sec- tions 3 06, 4 05, 4 06 and5 05 shall survive the t - o o£ this Agreement or the release of the T Indenture endshall continue In effect regardless o£ the termination o£ this Agreement Section 6 05 TERMINATION This Agreement may be terminated by muual agreement at any time prior to the delivery o£ and payment for any BondsHowever, if any Issued s Bonds have been and delivered, the of this Agreement shall be a set forth In Section 6 04,and this Agreement may not andshall not be sooner terminated by either or both parties hereto Section 6 06 NOTICES Any notice, request, or other communication under this Agreement shall be given in writing 23 and shall be deemed to have been given by either party to the other partyupon either of the followongdates (a) One business day after the date of the mailing thereof, as shown by the post office receipt, if mailed to the other party hereto by registered or certified mail at the applicable address as follows Corpus Chrosto industroal Development CorpolatIon 302 South Shoreline P 0 Box 9277 Corpus Christi, Tesas 78469 Attention 0Ity Manager Nedocal Blase Associates 1800 Guaranty BankPlasa Corpus Chrosto, Texas 78475 woth copy to Porter, Rogers, Dahlman. Gordon 1800 Guaranty Bank Plaza Corpus Chrosto, Tesas 78475 or the latest address specofmed by such other party on wrotong, or (b) The date of the receopt thereof by such other party of not so mailed by regssteredor certlfledmall Any notice, request, or other communocatoon made or given under thos Agreement shall be goven to the Trustee by registered or certIfIed mall at the applicable address as follows NBankCorpus Chrosti N A Attention Corporate TrustDepartment 500 North Shoreline Blvd Corpus Chrosto, Texas 78401 or the latest address specofledby saldTrustee onwroting Sectoon 6 07 SEVERABILITY If any clause, provision, or Section of this Agreement should be held Illegal or Imalod by any court of competent jurosdictoon, the onoalid- ity of such clause, provssIon, or Section shall not affect any of the remalnong clauses, precocious, or Sections hereof and thos Agreement shall be construed and enforced as if such Illegal or Inver, clause, provosion, or Sectoon had not been contained herein In case any agreement or obloga- toon contained in this Agreement should be held to be in voolatIon of law, then such agreement or obligation shall be 24 deemed t o be the a obligation o£ the Issuer and theUser, as the case may be, to the full extent permitted by law Section 6 08 ADDITIONAL SECURITY (a) Prior to the delivery of the Series B4 Bonds t the purchasers thereof pursuant to the Initialthe User shall secure and f the o£ the deliver the benefit C owners Series Letter of Credit conforming to the terms of this Section 6 08 in an amount not less than the aggregate amount of the principal of the Series 1984 Bonds plus (I) and during a period ending 91 days after all a Interest due on the Bonds on July 15, 1985 vs paid in Cf ) rues the Series 1984 Bonds calculates months of t9% per annum, anda(11) thereafter and until Decembert15, 1985 an aunt equal to 3 months accrued interest on the Series 1984Bonds calculated at the rate of 9„ permand (vii) and after December 15, 1985 aamount equal to rued interest a n Bonds for a 3 month period c the rate of s 150%, all a required by this Agreement n a the Initial Bond Resolution After the initial delivery oftheteof Credit and at all times thereafter until 106 days after payment in full or redemption of the Series 1984 Bonds i accordance h Trust Indenture i athe User shall continuously the Series 1984 Bonds eitherby the Initial e Letter of Credit, including extension thereof, or by the securing and delivery o£ a substitute Letter of Credit Any payment made by the Credit Bank to the Trustee pursuant to such Letter of Credit shall relieve the User o£ its obligationsto the sand the Trustee to Installment L Payments t t such e , provided, however, that nothing herein shall imply thatany such payment by the Credit Bank shall relieie or diminish the obligations of the User to the Credit Bank (b) Any substitute Letter of Credit must be 1n form and substance substantially identical to the initial Letter of Credit securing payment of the Series 1984 Bonds o otherwise be satis£actory in form and substance to the Trustee (c) Each Letter of Credit must, at a minimum, meet the following criteria (1) the issuing Credit Bank must be a national bankingorganized under the National Sank Act o e bank organised zed under the banking laws of one of the states of the United ted B of America, In each adorsang p capital and surplus exceeding 50 million dollars, (2) the Letter of Credit shall be in the minimum amount of the unpaid principal of the Serves 1984 Bonds 25 plus (1) during a period ending 91 days after all accrued interest due on the Bonds on July 15, 1985 i paid In fullan unt eugl to, 7 months accrued interest onsuch principal amount calculated at the rate of 9% per annum, and (II) thereafter and a til December 15, 1985 an amount r equal to 3 months accrued IInterest on the Series1984 Bonds calculated at the rate of 9% per a u and (III) on and after December 15, 1985 an amount equal to accrued interest on Bonds for a three month period calculated at the rate of 150%, and the Letter of Credrt shall permit the Trustee o draw upon theCredrt Bank for the a of the n demand, and extent of c theundrawn amount of such Letter of Credrt up to (I) an amount equalto the unpaid principal of and accrued Interest n the s s 1984 Bonds and (II)an amount equal to the a of payments ofprincipal o£ and accrued interest m on the Series 1984 Bonds made (other than such payments made as a result of draws on the Letter of Credit) wlthvn 91 days preceding the frlrng of a petition by or against the User under the Federal Bankruptcy Code, as amended, 11 U S C § 547 (d)The User at any time may replace the initial Letter of Credrt Issued with respect the Serres 1984 Bonds with a substitute Letter of Credit n s The t of each substvtute Letter of Credit shall begin on the date of termlnatron of any ...tial or previous Letter of Credit There shall be only one Letter o£ Credrt s payment of 1 e the Serves 1984 Bonds a I any g n point v tsunless the Trustee consents In writing to more than one Letter of Credtr (e) Each Letter of Credrt secured and delivered to the Trustee pursuant of counsel to edrtm Issuer a theCredrt effect nthat dthe d5 edit Bank is x duly organized and, validly a rstrng under the laws of the United States or the State ofTexas, and that the Letter of Credrt Is a legal, valid, and binding obligatron of the .edit Bank, except to the extent that the enforcement of such obligatron may be iimvtedby laws relating to the bankruptcy orreorganization of the Credit Bank or by other mrlar laws of general application affecting the rights of the creditors of the Credrt Bank notify m£Ic D shall velopmentCommissronI the g t least 45days prior to the evprratron of a s rngLetter of Credrt whether o not the i ing bankintends to eltend such Letter o£ Credit or whether a substvtute Letter of Credit has been secured 26 (g)] the e that at least 45 days prior t the expirationor termination date of the Letter of Credit then in effect (1) the Trustee has not been provided with satisfactory evidence that such Letter of Credit is to be renewed or. extended and least on or such expiration date, or one year mze hang sear delivered the substitute L tter of Credit with a term of at leasTrustee ro eeyear commencing on or prior to such expiration date, then the Bondsshall be called for redemption in whole on the 15th day preceding such eapiratvon date, at a redemption price equal to 100 percent of the principal amount of the Bonds t be redeemed plus accrued interest thereon to the redemption date IN WITNE55 WHEREOF, the parties hereto have caused this Agreement to be signed in multiple counterparts, each o£ 27 which shall be considered nal for all purposes, as of the day and year first set out above ATTEST CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION By President, Board of Directors Secretary, Board o£ Directors (SEAL) MEDICAL PLAZA ASSOCIATES By Its Management Committee 28 Exhibit A DescrartIon of the Proaect The Pro,ect consists of land and the construction thereon of a medlcal office building contaaning eight floors and approximately 110,000 square feet, located at 1500 South Staples, Corpus Christ, Texas, and any other related equipment with respect thereto A-1 RESOLUTIONAUTHORIEING THE IS CORPUS CHRISTI I TRIAL DEVELOPMENT CORPORATION REVENUE BONDS, SERIES 1984 AND THE EXECUTION OFA TRUST INDENTURE (MEDICAL PLAZA ASSOCIATES PROJECT) THE STATE of TEXAS CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION WHEREAS, Corpus Chrastl Industrial Development Corporation (the 'Issuer")Is s o nstock, n -profit industrial development corporationorganized and existing under the laws o£ the State of Texas, oncludong particularly the Development Corporation A o£ 1979, as amended (Article 5190 6, t V A T C S) (the "Act")and WHEREAS, the Issuera a duly constituted public Snstrumentallty of the Catyof Corpus Christi, Texas (the "Governmental Unit"), a polatacal subdivision of the State o£ TeYa, athan the m of the gulataans o£ the Unated States Treasury Depa tment (the Regulations") and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Bectlon 103 of the Internal Revenue Code of 1954,s ended (the "Code"), and the Issuer os functioning andacting solely on behalf of the Governmental Coot, and WHEREAS, a "Loan Agreement between Corpus Chrastl Industrial Development Corporation and Medical Placa Associates", dated as of December 1, 1984 (the "Agreement"), has been duly executed between the Issuer and Medical Placa Associates (the "User"), and WHEREAS, the User Is a partnership duly created and fuldly qua1005ed to transact business 10 the State of Texas, an WHEREAS, the Agreement as hereby adopted by reference for all purposes, with the a effect as if they had been t forth on entirety in thus band resolution (this "Initial Band Resolutuon"), and WHEREAS, the Agreement was executed to proulde for the acquisition,ng, and furnashang of a protect (as def ned by the Act)0) 003and to provide a loan to the User for such purpose, and WHEREAS, this preamble and the trust Indenture (the "Trust Indenture") hereinafter set forth in this Initial Bond Resolution shall constotute an integral part of rhos Inataal Sond Resolution, and WHEREAS, the corporate trustee under the Trust Inden- ture (the •Trustee•) will have the duties and obligations hereinafter provided, and WHEREAS, the bonds authorized to be issued by this Initial Bond Resolution (the "Bonds.) are to be issued and delivered pursuant to applicable laws, including the Act, and wHEREAS, the User and the Trustee have entered Into a Deed of Trust and Security Agreement - Financing Statement dated as of December 1, 1984 (the •Deed of TruSe), providing further security for the payment of the Installment Loan Payments for the benefit of the owners of the Bonds, and WHEREAS, the User as debtor and MBank Corpus Christi, N.A., Trustee as secured party have entered into a Security Agreement dated as of December 1, 1984, providing further security for the payment of the Installment Loan Payments for the benefit of the owners of the Bonds, and WHEREAS, the User shall have secured and delivered to the Trustee, for the benefit of the Bondholders, a letter of credit (the "Letter of Credit") in an amount not less than the aggregate amount of principal, of the Series 1984 Bonds plus (0) and during a period ending 91 days after all accrued interest due on the Bonds on July 15, 1985 is paid in full, an amount equal to accrued interest on the Bonds for a seven month period, calculated at the rate of 98 per annum, and (11) thereafter and until December 15, 1985 an amount equal to accrued interest on the Bonds for a three month period calculated at the rate of 99 per annum; and (iii) on an after December 15, 1985 an amount equal to accrued interest on Bonds for a three month period calculated at the rate of 15011; and iwiEREAS, the 0800 8111 have duly approved and agreed to be bound by this Initial Bond Resolution (including the 0000t 100590000) prior to the delivery of the Bonds; and WHEREAS, as provided in the Agreement, by such approval of this Initial Bond Resolution (including the Trust Inden- ture) the User will have agreed and acknowledged that the Bonds, when issued, sold, and delivered as provided in this Initial Bond Resolution, will be issued in aCCordance and compliance with the Agreement, and that, upon the issuance, sale, and delivery of the Bonds, aoa the execution and delivery of the Trust Indenture, the 0550 0011 be uncondi- tionally obligated to the Issuer and the Trustee to make or pay, Or cause to be made or paid, without setoff, recoup - sent, or counterclaim, to the Trustee the "Installment 1000 Payments" recurred by the Agreement and by this Inrtval Bond solution (including t Indenture) in amounts tient to pay (1) the prrSpal lofeemption premlumff nif any, and interest on the Bonds, whendue, (2) any agreed liquidated damages owed by the User to the Bondholders o former Bondholders, (3) any interest, penalties,sonable costs and expenses red by the Bondholders or former Bondholdersaconnectron atsty equired o be reimbursed n Bondholders by the User, as protracted inthe l former Bonds, (4) all fees and expenses of the Trustee and Registrar and the paying agents for the Bonds, and (5) all other amounts required to be pard by the Agreement, thvs Initial Bond solution, and the Trust Indenture, all as hereinafter set forth, and WHEREAS, for purposes of this Initial Band Resolution, the de£initr0ns of terms In the Agreement, the Deed of Trust, and the Trust Indenture are hereby adopted, and the terms n herein shall have the s such said A sof T and Trust Indentare a meas a differentrmeaning es given herein THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION THAT Section 1 IGNATION, AMOUNT, AND PURPOSE BONDSThe Issuer's 5 bonds designated and to be known a CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION REVENUE BONDS, SERIES 1984 (MEDICAL PLAZA ASSOCIATES PROJECT) (the onus") are hereby authorized to be Issued rn the aggregate prrnorpal amount of $9,550,000 o behalf of the Crty of Corpus Chry ta,T e TO P ACQUIRING, CONSTRUCTING, EQUIPPING, AND FURNISHING, O CAUSING TO BE ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT (THE "PROJECT") IN THE CITY OF CORPUS CHRISTI, TEXAS FOR MEDICAL PLAZA ASSOCIATES (THE "USER") FOR THE SPECIFIC PURPOSE OF THE PROMOTION AND ENCOURAGEMENT OF EMPLOYMENT AND THE PUBLIC WELFARE Section 2 DATE, DENOMINATION, NUMBERS, AND MATURITIES OF THE BONDS The Bands anatially authorized hereby shall be dated December 1, 1984, shall be issued and delivered v the aform of thirty-six (36) being numbered R-1 t - inclusive, and being through the denomanatnand principal amount of 1250,0 ( $250,000 each, and eleven (11) fully registered Bonds, without coupons, being numbered R-37 through 0-47, and being In e denomanatron and principal amount of $50,000 each, payable In installments to the rag,. tared owners thereof, or them registered a signs, all vlded, aggregatings 59,550,000, 0- 1 through R-12 (53,000,000) 13-13 through R-28 (14,050,000) and R-3] -29 through R-31 (9800,000) end R-38 R-32 through R-34 (9800,000) and R-39 R-35 through 0-36 (9500,000) R-40 through R-43 (5200,000) R-44 through R-47 (8200,000) n the ma r hereinafter pro- rnrtrallynpayable as follows. ank Corpus Christi, N.A., Corpus Christi, Texas American Security Bank, Dallas, Texas Seltzer, J Corpus Christi, Teres Dennis W. McCarthy Houston, Texas =».O1=1: ark . Hulengs Corpus Chris[v, Texas MBank Corpus Christi, N.A., for Karen A McCarthy 1974 Trust MBank Corpus Christi, N.A., Trustee, for Connie D. McCarthy 1974 Trust ith the principal of said Bonds to be payable 1n monthly installments on the dates and in the amounts set forth in the FORM OF BOND in Section 5. Section 3. INTEREST ON THE BONDS.E ach of the Bonds initially authorized hereby shall bear interest on the unpaid principal balance [hereof from the date of delivery to the purchasers thereof (which date shall be indicated by the Trustee In the Delivery Certificate appearing on each of the Bands) to scheduled due dates, or date of prepayment or redemption prior to its scheduled due dates, a the rates and during the periods set forth in the FORM OF BOND set forth in Section 5. The interest shall bepayable on the dates and In the manner provided in the FORM OF BOND set forth in Section 5. Section 4. GENERAL cHARAcTERIsTICS. (a) In General. The Bonds Initially authorized hereby shall be i ue e l be payable nlmay o sha11 be prepaid o redeemed prior t their scheduled principal Installment payment dates, may be transferred and assigned, shall have the characteristics, and shall be signed and a cuted (and the Bonds shall be sealed), all as provided, and in the manner indicated, in the FORM OF BOND set forth 1n Section 5. After the Bonds have been authorized to be issued by the Board of Directors of the Issuer, and prior tothe delivery of the Bonds, the Trustee shall authenticateach of the Bonds by executing theTrustee's Certificate of Authentication appearing on each of the Bonds as provided in Section 5. In addition, on the date of delivery of the Bonds to the purchasers thereof, the Trustee shall fill in the date of delivery of each of said Bonds an the DeliverCertificate appearing on each o£ the Bonds a provided in section 5. (b) Registration Books. The Issuer shall keep c thee to be kept at the principal corporate trust office of Trustee books for the registration and transfer of Bonds (the "Bond Registration Books") and the Issuer hereby a appoints the Tru a its registrar and transfer agent (the "Registrar")t keep such hooka and make a registra- tions transfers under such r nable regulations as the Issuer or the Registrar may prescribe; and the Registrar will register or transfer as herein provided, any Bonds upon Bondholder thereof at such office. The User and each shall have the right to inspect such Bond Regis- tration, tration Books during the normal business hours of the Registration of the Bonds may be transferred only o the Bond Registration Books upon surrender thereof by the registered owner in person or by his duly authorized actor by by written rostrums f of transfer, n the form and n with gua my of signaturessatisfactory to the Regis- trr, duly executed by such owner or attorney. Upon such surrender for transfer of registration, the Registrar shall make notation of such transfer on the Bonds vn the Assign- s appearing thereon and in the BondRegistration Books. Such transfers of registration shall be made without charge to the owner of such Bonds, but any taxes or other governmental charges required to be paid with respect to the a shall be paid by the Bondholder requesting such trans- ferof registration, a condition precedent a the exer- cise of such privilege (c) Payment to Registered Owner. The person i whose name any Bon. shall be registeredon the Bond Registration Books may be deemed and treated as the absolute owner thereof for all purposes of this Initial Bond Resolution and the T Indenture whether such Bond shall be overdue, and the Issuer, the Trustee, and the User, shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, Dena premium, If agreed liquidated damages, of any, Interest, lives, expenses, if any,in C0625 nable 0625 and c by the Bondholders former Bondholders in connection ction ion wish Determination of Taxability Bondholders to be reimbursed he such Bondholders or former Bondholders as provided in the Bonds and Interest onany such Bond shall be made only to r such registered own thereof, but such registration may be s changed a providedherein All such payments shall be ualad and effectual to satisfy and discharge the liabalaty upon such Bond to the extent of the sum or sums so paid (d) Notation of Prepayment The Issuer hereby ap- points the Trustee as the Paying Agent for the Bonds the preps redemption of e Baying hall note Prepayment Recordasuch Bond the amount not such prepayment o redemption) the date said paymentwasmade and the remaining unpaid principal balance of said s Bond and shall then have said entry signed by an authorised official of the Trustee The Trustee shall also record Bond such informa- the B rBooks a r the T shall also record I the and Registration Books all payments of principal tallments on the Bonds when made on their respective due dates (e) Temporary Bonds Until Bonds in de£anative form ale ready fordelvvery, the Issuer may execute, u e, and upon rts theTrustee shall hall ass nticatx e and deliver vn lieu of any thereof, uand sublect to the same provisions, limita- tions, and conditions, one or more printed, lithographed, o typewritten Bonds In temporary form, substantially of the tenor of the Bonds as provided In the FORM OF BONDS s forth an Section 5 and with appropriate omissions, aria = n and insertions Such Bond o n Bonds i temporary form maybe for the principal a s amount as the I may determine Until exchanged for Bonds in definakiveform, such Bonds in temporary form shall be entitled to the Jaen and benefit of this Initial Bond Resolution, the Deed o£ Trust, Security Agreements, the L re and of C the Trust TheIssuer shall twithout unreasonable delay, Indentureprepare, and deliver to the Trustee, and thereupon, upon the presentation and surrender render of the Bond or Bonds a emporary form, the Trusteeshall authenticate and delavert in ex- change therefor, a Bond or Bonds in definitive form uthorised denominations of the san. maturity and interest rate for the same aggregate principal amount as the Bond o Bonds in temporary form surrendered Such exchange shall be made by the Issuer at Its own expense and without making any charge therefor When and as Interest Is paid upon Bonds In temporary form the fact of such payment shall be noted thereon Section 5 FORM OF B000S The form of the Bonds, together with the forms of theus certificates and forma to appear on the Bonds, shallbe, respectively, substantially as follows, Wath n ary and appropriate varsatIons,smIsstons, and ertaons as permitted or required by thasInitval Bond R05010 FORM OF FOND NO R- $250,000 UNITED STATES OF AMERICA STATE OE TE%AS CORPUS CHRISTI SN USTA IAL DEVELOPMENT COAPOAATION REVENUE BONDs SERIES 1984 (MEDICAL PLAZA ASSOCIATES PROJECT) CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuee"), beang a nonstock, nonprofat Industryal develop- ing a of Corpo ncludvng riparia cu lady the D ve5190 6, Corporat onf of ga 1979, ended half le 5190 6, VATCS ) (the "Act"), and as 0n behalf of pay to Corpus Christy, Texas, hereby pro to pay or atsmregasiered assIgns, the prancapel amount O£ TWO HUNDRED AND FIFTY THOUSAMD DOLLARS an Installments, as follows. DATE AMOUNT DATE AmoUNT 3/15/86 182 00 2/15/88 202 00 4/15/86 162 00 3/15/88 224 00 5/15/86 162 00 415/88 224 00 6,15,86 182 00 5/15/88 224 00 7/15/86 182 OD 6/15/88 224 00 8/15/86 182 00 7/15/86 224 00 9/15/86 182 00 8/15/88 224 00 10/15/86 182 00 9/15/88 224 00 11/15/86 182 00 10/15/88 224 00 12/15/86 182 00 11/15/88 224 00 1/15/87 182 00 12/15/88 224 00 2/15/87 182 00 1/15/89 224 00 3/15/87 202 00 2/15/89 224.00 4/15/87 202 00 3/15/89 249 00 5/15/87 202 00 4/15/89 249 00 6/15/87 202 00 5/15/89 249 00 7/15/8700 6,15/89 249 00 8/15,87 200 00 7,15/89 249 00 9/15/87 202 00 815'89 249 00 10/15/87 202 00 9//15'89 249 00 11/15/87 202 00 10/15'89 249 00 12/15/87 202 OD 11,15/89 249 0 1, 15, 88 202 00 12/15'69 249 00 7 DATE AMOUNT DATE AMOUNT 1/15/90 249 00 3/15/94 419 00 2,/15/90 249 00 4/15/94 419 CO 3/15/90 276 00 5/15/94 419 00 4/15/90 276 00 6/15/94 419 00 5/15/90 276 00 7/15/94 419 00 6/15/90 276 00 8/15/94 419 00 7/15/90 276 00 9/15/94 419 00 8/15/90 276 00 10/15/94 419 00 9/15/90 276 00 11/15/94 419 00 10/15/90 276 00 12/15/94 419 00 11/15/90 276 00 1/15/95 419 00 12/15/90 276.00 2/15/95 419.00 1/15/91 276.00 3/15/95 466.00 2/15/91 276 00 4/15/95 466 CO 3/15/91 307 CO 5/15/95 466 00 4/15/91 307.00 6/15/95 466 00 5/15/91 307 00 7/15/95 466 00 6/15/91 307 00 8/15/95 466 00 7/15/91 307 00 9/15/95 466 00 8/15/91 307 00 10/15/95 9/15/91 307 00 11/15/95 466 00 10/15/91 307 00 12/15/95 466 00 11/15/91 307 00 1/15/96 466 00 12/15/91 307 00 2/15/96 466 00 1/15/92 307 00 3/15/96 517 00 2/15/92 307 00 4/15/96 517 00 /15'92 30 00 6/15/96 51' 00 4/15/92 340 00 6/15/96 517 00 5/15/92 340 00 7/15/96 517 00 6/15/92 340 00 8/15/96 517 00 7/15/92 340 00 9,15/96 517 00 8/15/92 340 00 10/15/96 517 0 9/15/92 340 00 11/15/96 517 00 10/15/92 340 00 12/15/96 517 00 11/15/92 340 00 1/15/97 517 00 12/15/92 340 00 2/15/97 517 00 1/15/93340.00 3/15/97 574 00 2/15/93 40 00 4/15/97 574 00 3/15/93 378 00 5/15/97 574 00 4/15/93 378 00 6/15/97 574 00 5/15/93 378 00 7/15/97 574 00 6/15/93 378 00 8/15/97 574 00 7/15/93 378 00 9/15/97 574 00 8'15/93 3'8 00 10'15,97 574 00 9/15,/93 8 00 11'15/97 574 00 10'15/93 376 00 12'15'97 574 0 11,15/93 3'8 00 1,15 '98 574 00 12/15/93 3'8 00 2/15,/98 574 00 1/15/94 3'8.00 3,15/98 63' 00 2, 15, 94 378 00 4/15/98 637 00 8 06TE AMOUNT DATE AMOUNT 5/15/98 637 00 7/15/02 967 00 6/15/98 637 OD 8/15/02 967 00 7/15/98 637 00 9/15/02 967 00 8/15/98 637 00 10/15/02 967 00 9/15/98 637 00 11/15/02 967 00 10/15/98 7 12/15/02 7 11/15/98 637 O 1/15/03 967 0 12/15/98 637 00 2/15/03 967 CO 1/15/99 637 00 3/15/03 1,073 00 2/15/99 637 CO 4/15/03 1,073 00 3/15/99 707 00 5/15/03 1,073 00 4/15/99 707 00 6/15/03 1,073 00 5/15/99 7/15/03 ,073 00 15/99 8/15/03 1,073 0 7/15/99 707 00 9/15/03 1,073 00 8/15/99 707 00 10/15/03 1,073 00 9,15/99 707 00 11/15/03 1,073 00 10/15/99 707 00 12/15/03 1,073 00 11/15/99 707 00 1/15/04 1,073 00 12/15/99 707 00 2/15/04 1,073 00 1/15/00 707 00 3/15/04 1,191 00 2/15/00 707 00 4/15/04 1,191 00 3/15/00 785 00 5/15/04 1,191 CO 4/15/00 785 00 6/15/04 1,191 00 5/15/00 785 O 7/15/04 1,191 00 6/15/00 785 OD 8/15/04 1,191 00 7/15/00 785 00 9/15/04 1,191 00 8/15/00 785 00 10/15/04 1,191 00 9/15/00 785 OD 11/15/04 1,191 00 10,'15/DO 785 00 12/15,'04 1,191 00 11/15/00 785 00 1/15/05 1,191 00 12/15/00 985 00 2,'15'05 1,191 00 1/15/01 785 00 3/15/05 1,322 00 2/15/01 785 00 4/15/05 1,322 00 3/15/01 871 00 5/15/05 1,322 00 4/15/01 871 00 6/15/05 1,322 00 5/15/01 871 00 7/15/05 1,322 00 6/15/01 871 00 8/15/05 1,322 00 7/15/01 871 00 9/15/05 1,322 00 8/15/01 871 00 10/15/05 1,322 00 9/15/01 871 00 11/15/05 1,322 00 10/15/01 871 00 12/15/05 1,322 0D 11/15/01 871 00 1/15/06 1,322 00 12,15/01 891 00 2,'15/06 1,322 9O 1/15/02 871 00 3/15'06 1,468 00 2'15/02 671 00 4/15/06 1,466 00 3/15/02 967 00 5/15/06 1,468 00 4/15/02 967 00 6,/15/06 1,468 00 5,15,02 967 00 7/15'06 1,468 00 6/15/02 967 00 8/15'06 1,468 00 DATE AMOUNT DATE AMOUNT 9/15/06 1,468 00 1/15/09 1,808 00 10/15/06 1,468 00 2/15/09 1,808 00 11/15/06 1,468 00 3/15/09 2,007 00 12/15/06 1,468 00 4/15/09 2,007 0 1/15/07 1,468 00 5/15/09 2,007 00 2/15/07 1,468 00 6/15/09 2,007 00 3/15/07 1,629 00 7/15/09 2,007 00 4/15/07 1,629 DO 8/15/09 2,007 00 5/15/07 1,629 00 9/15/09 2,007 0 6/15/07 1,629 00 10/15/09 2,007 00 7/15/07 1,629 00 11/15/09 2,007 00 8/15/07 1,629 00 12/15/09 2,007 00 9/15/07 1,629 00 1/15/10 2,007 00 10/15/07 1,629 00 2/15/10 2,007 00 11/15/07 1,629 OD 3/15/10 2,234 33 12/15/07 1,629 00 4/15/10 2,234 33 1/15/08 1,629 00 5/15/10 2,234 33 2/15/08 1,629 00 6/15/10 2,234 33 3/15/08 1,808 00 7/15/10 2,234 33 4/15/08 1,808 00 8/15/10 2,234 33 5/15/08 1,808.00 9/15/10 2,234 33 6/15/08 1,808.00 10/15/10 2,234 33 7/15/08 1,808 00 11/15/10 2,234 33 8/15/08 1,808 00 12/15/10 2,234 33 9/15/08 1,808 00 1/15/11 2,234 33 10/15/08 1,808 00 2/15/11 2,234 37 11/15/08 1,809 0 /15/08 1,808 00 10 FORM OF BOND** NO R- $50,000 UNITED STATES OF AMERICA STATE OF TEXAS CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION REVENUE BONDS SERIES 1984 (MEDICAL PLAZA ASSOCIATES PROJECT) CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock, nonproflt andustraal development a sating under the laws of oState of Texas, Te aancludIngx particularly the the o Corporation Acta of x1979, (Article 5190168 CA T C S ) (the "Act"), and clang on behalf of the City of Corpus Chrasta, Texas, hereby promises to pay to or its registered assigns, the prancapal amount of FIFTY THOUSAND DOLLARS an Installments, a6 follows DATE AMOUNT DATE AMOUNT 3/15/86 36 00 2'15/88 40 00 4/15/86 36 00 3/15/88 45 00 5/15/86 36 00 4/15/88 45 00 6/15/86 36 00 5,15/88 45 00 7/15/86 36 00 6/15/88 45 00 8/15/86 6 00 /15/88 00 3 9/15/86 36 8/15/88 45 00 45 10/15/86 36 00 9/15/88 45 00 11/15/86 36 00 10/15/88 45 00 12/15/86 36 00 11/15/88 45 00 1/15/87 36 00 12/15/88 45 00 2/15/87 36 00 1/15/89 45 00 43/15/87 40 00 3/15/89 45 00 87 40 00 5/15/87 40 00 4/15/89 50 00 6/15/87 40.00 5/15/89 50 00 7/15/87 40 00 6/15/89 50 00 9/15/87 87 440 0 00 7,15/89 8'1589 N 00 10'15/87 40 00 9,'15/89 50 00 11/15/87 40 00 10,15/89 50 00 12/15/87 40 00 11,/15/89 50 00 1/1585 40 00 12/15/89 50 00 0-37 through 0-47 11 DATE AMOUNT DATE AMOUNT 1/15/90 50 00 3/15/94 84 00 2/15/90 50 00 4/15/94 84 00 3/15/90 55 O 5/15/94 4/15/90 55 00 6/15/94 84 00 5/15/90 55 00 7/15/94 84 00 6/15/90 55 00 8/15/94 84 00 7/15/90 55 00 9/15/94 84 00 8/15/90 55 00 10/15/94 84 00 9/15/90 55 CO 11/15/94 84 00 10/15/90 55 00 12/15/94 84 00 11/15/90 55 00 1/15/95 84 00 12/15/90 55 00 2/15/95 84 00 1/15/91 55 CO 3/15/95 93 00 2/15/91 55 00 4/15/95 93 00 3/15/911 00 5'15/95 93 00 4/15/91 6/15/95 93 00 5,15/91 61 00 7/15/95 93 00 6/15/91 61 00 8/15/95 93 00 7/15/91 61 00 9/15/95 93 00 8/15/91 61 DO 10/15/95 93 00 9/15/91 61 DO 11/15/95 93 00 10/15/91 61 00 12/15/95 93 00 11/15/91 61 00 1/15/96 93 00 12/15/91 61 00 2/15/96 93 00 1/15/92 61 00 3/15/96 103 00 2/15/9261 00 4/15/96 103 00 3/15'92 5/15/96 103 00 4/15/92 68 00 6/15/96 103 00 5/15/92 68 00 7/15/96 103 00 6/15/92 68 00 8/15/96 103 00 7/15,92 68 00 9/15,96 103 00 815/92 68 00 10/15/96 103 00 9/15/92 68 CO 11/15/96 10/15/92 68 CO 12/15/96 103 OD 11/15/92 68 00 1/15/97 103 00 12/15/92 68 00 2/15/97 103 00 1/15/93 68 CO 3/15/97 115 00 2/15/93 68 00 4/15/97 115 00 3/15/93 75 00 5/15/97 115 00 1/15/93 75 00 6/15/97 115.00 5/15/93 75 00 7/15/97 115 00 6/15/93 75 00 8/15/97 115 00 7/15/93 75 00 9/15/97 115 00 8/15/93 75 DO 10 15'97 115 00 9'15/93 75 00 1115/97 115 00 1015/93 75 00 12//15/97 115 00 11//15/93 5 00 1/15/98 115 00 12/15, 93 75 00 2//15/98 115 00 1'15/94 75 00 3/15,/98 127 00 2/1594 75 00 4,15,98 12' DO }*R-3] through R-47 12 DATE AMOUNT DATE AMOUNT 5/15/98 127 00 7/15/02 193 DO 6/15/98 127 00 8/15/02 193 00 7/15/98 127.00 9/15/02 193 00 8/15/98 127 00 10/15/02 193 00 9/15/98 127 00 11/15/02 193 00 10/15/98 127 0012/15/02 11/15/98 127 00 1/15/03 1193 OD 93 00 12/15/98 27 00 2/15/03 193 00 1/15/99 127.00 3/15/03 214 00 2/15/99 127 00 4/15/03 214.00 3/15/99 141 00 5/15/03 214 00 4/15/99 141 00 6/15/03 214 00 5/15/99 141 OD 7/15/03 214 OD 6/15/99 141 00 8/15/03 214 00 7/15/99 141 00 9/15/03 214 00 8/15/99 141 00 10/15/03 214 00 9/15/99 141 00 11/15/03 214 00 10/15/99 141 00 12/15/03 214 00 11/15/99 141 OD 1/15/04 214 00 12/15/99 141 00 2/15/04 214 00 1/15/00 141 00 3/15/04 238 00 2/15/00 141 00 4/15/04 238 00 3/15/00 157 00 5/15/04 238 00 4/15/00 157 00 6/15/04 238 00 5/15/00 157 00 7/15/04 238 00 6/15/00 157 00 8/15/04 238 00 7/15/00 157 00 9,15/04 238 00 8/15/00 157 00 10/15/04 238 00 9/15/00 157 00 11/15/04 238 00 10/15/00 157 00 12/15/04 238 00 11/15/00 157 OD 1/15/05 238 00 12/15/00 157 00 2/15/06 238 00 1/15/01 157 00 3/15/05 264 00 2/15/01 157 00 4/15/05 264 00 3/15/01 174 00 5/15/05 264 00 4/15/01 174 00 6/15/05 264 00 5/15/01 174 00 7/15/05 264 00 6/15/01 174 00 8/15/05 264 00 7/15/01 174 00 9/15/05 264 00 8/15/01 174 00 10/15/05 264 00 9/15/01 174 00 11/15/05 264 00 10/15/01 174 00 12/15/05 264 00 11/15/01 174 00 1/15/06 264 00 12/15/01 174 00 2'15/06 264 00 1/15/02 174 00 3/15,'06 293 00 2/15/02 174 00 4/15/06 293 00 3/15/02 193 00 5.15/06 293 0 4/15/02 193 00 6/15/06 293 00 5'15/02 193 00 7/15/06 293 00 6,'15/02 193 00 8,15/06 293 00 **8-37 through 8-47 DATE AMOUNT DATE AMOUNT 9/15/06 293 00 1/15/09 361 00 10/15/06 293 00 2/15/09 361.00 11/15/06 293 00 3/15/09 401 00 121506 293 00 1509 401 00 1/15/07 293 00 5/15/09 401 00 2/15/07 293 CO 6/15/09 401 00 3/15/07 325 00 7/15/09 401.00 4/15/07 325 00 8/15/09 401 00 5/15/07 325 00 9/15/09 401 00 6/15/07 325 00 10/15/09 401 00 7/15/07 335 00 11/15/09 401 00 8/15/07 325 00 12/15/09 401 00 9/15/07 325 00 1/15/10 401.00 10/15/07 325 00 2/15/10 401 00 11/15/07 325 00 3/15/10 453 67 12/15/07 325.00 4/15/10 453 67 1/15/08 325 00 5/15/10 453 67 2/15/08 325 00 6/15/10 453 67 3/15/08 361 00 7/15/10 453 67 4/15/08 361 00 8/15/10 453 67 5/15/08 361.00 9/15/10 453 67 6/15/08 361 00 10/15/10 453 67 7/16/08 361 00 11/15/10 453 67 8/15/08 361 00 12/15/10 453 67 9/15/08 361 00 1/15/11 453 67 10/15/08 361 00 2/15/11 453 63 11,15/08 361 00 12/15/08 361 00 and to pay an terest thereon, £1om the date of delivery hereof (whichdate appears in the Delivery Certificate endorsed on this Bond), calculated on the ba5rs of a 360 -day year composed of twelve months o£ 30 days each, unless such calculation would result In the of interest in of the 85211 m a y which event nc this Bond shall be calculatedtonp the basis ofai 365 -day r 366 -day year, as the case may be, ata per a rate equal to seventy percent (70%) of the "Prime Rate. n of MBank C Chriiseti N A (the "Bank") its rate announced from time to Corpus by the Bank from principaloffice a the Prime Rates of the Bank), and at a rate of 15% per annum overdue prancrpal and, to the extent legally permissible, o overdue Interest Any change the Prime Rate shall automatically, and without notice n the Issuer, be effec- tive ihe purposeochangingtheratinterest which h this Bond ea- e2of the opening of business o the date of rsuch changes i the Brame Rate Notwithstanding the foregoing interestrate calculations, from the date of 7 through R-47 14 delayer,' of thas Bond to December 15, 1985, the rate of Interest on this BOXd Will be faxed at 9% Per annum 15 Furthermore, after December 15, 1985, ther est rate a resulting from the calculations s hereinabove provided shall never be lower than 10% perannum exceed a rate whvch would cause the net effectvveinterest rate (as de£aned and calculated in accordance ath Article 717k-2, VATCS, as It st Band) for this Bond as n of ay d a date h to exceed 15% e Interest £ Chast on his Bond hall bepayable on July 15, 1985 and or n the £afteenth day of each mo nth thereafter while thus Bond a outstanding (each such date beang an interest payment E TRUSTEE shall calculate the total interest due o the unpaid prvncipal balance of than Bond (the "Interest Calculation")neach date any paymentInterest est principal of this Bond vs due (the "CalculatvonDate") and, on such Calculation Date, shall Immediately notary the User (hereana£ter de£Ined) of such Interest Calculation, which calculation shall represent the full amount of Interest due on thus Bond on such Calculation Date If the Calculation Date as a Saturday, Sunday, legal holiday, or day on which banking instatutionsin Inc oty where the Trustee is located a authorized by law o order t close, ts then the Interest Calculation shell beMadeand notice shall lv be n tothesa U the next sung day whvch is not uch a Saturday, Sunday, legal holiday or day on whvch banking nstatutaons authorized close, all In the same and with the a force and effect a ifsuch Calculation had been made on the date th wa: a�et e v ntereet THE PRINCIPAL of and n thus Bond shall be payable lawful money of nthe United States of Amervca, without exchange or collection charges Payments of pranci- pand Interest shall bN e made adCo the registered owner by check rdraftaled bAgent", "Regaetrarus " forthis Bond) he Payingand or its (heeeisaftersorlefin08),nted to the under the Trust Indenture address a registeredr owner at Its the Trustee, appears on the Band Registration Books kept by s provided that in the alternative such payment may be madde b any other methodrequestedin w to Theifanal payment subject to this of rthen Trustees prancapal on his Bond shall beypald only uponsu rrender of this Bond to the Trustee for cn cellataonr Any prepayment o redemptvon of any princvpnl anstallments of this Bond shall be made only upon presentatvon of than Bond to the Trustee, who shall make Record odor sed henotataon of such prepayment or redemptaonin the Prepayment 16 THIS BOND r of a of Bonds datedof December 1, 1984 Is and Issued as the pal of 59,880,000 aggregate adopted by a then Board of D pot the Issuer (the "Initial Bond Resolution") on behalf of the City of Corpus Christi, Texas TO PAY PART OF THE COST OF ACQUIRING, CONSTRUCTING, EQUIPPING, AND FURNISHING, OR CAUSING TO BE ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT "PROJECT.) CORPUS )B ASSOCIATEPROMOTIONS AND ENCOURAGEMENT R OF N EMPLOYMENT AND THE PUBLIC WELFARE ON ANY DATE, the unpavd principal Installments of the Bonds are subject optional prepayment or redemption and may sby the Trustee a n ption oathe r e e oved a dateU th funds fur fished by the User, upow o£the exeromse r of the option to prepay o redeem delivered to the Trustee by the User not later thanthe 30th day prior to the date of prepayment orredemption Such unpaid principal tall- ments be so prepaid o redeemed a whole, o any Ins or n part on any interest payment date (and, if in part, such principal anstallments shall he prepaid or redeemed pro rata among the Bonds In chronological order of their scheduled due dates in an aunt not less than all of a unpaid principal Installment to be prepavd od. redeemed), a the prepayment or redemptioo prate equal to the prancapal amount ' thereof o be prepavd redeemed, plus accrued interest thereon to the date of prepayment or redemption, and without premium ON ANY DATE not mode than y (60) do, but not less than thirty (30) days pdate the Letter of Credit (hereinafter a n h it derailed) willexpvreand terminate for any reason, thus Bond ds subject mandatory redemption by the Trustee, with funds provided by the User, upon receipt by the Trustee of et Least thirty (30) days' but n e than sixty (60) days' waltten notate from the regdstered 000 of this Bond, that and o the ant owner than Bond is exercising sits rights, hereby guar caner xer<as granted, a put thus Bond to the Trustee for redemption at a Iprdcenter equal t the prancapal a hereof plus rued thereon t the date he Mede pofot and without premium= subject, t, d to r, o the right o£ the r red owner of t and t and such e e any tame rdurdngeOelp Ochoa period, upon User's vaapputal The reqs taredtmon owner as Bond suoo00 from put by the Trustee owner hereof shall o the offices of the Trustee d nates mal edsIness hours the T the dayempta on d sy, S000 , such w on whych day 15 a Saturday, Sunday, n Legal holvday�o or day on whvch 1] the offices of the Trustee are topen for business, on the next succeeding y n which the offlces of the Trustee are open far business ON ANY DATE ON AND AFTER DECEMBER 1, 1991, thls Bond ds sublect to mandatory redemption by the Trustee, with funds pzovvded by the User, upon receipt by the Trustee of one year's written o e (which n y be given on y date on r after December 1, 1990) from regastered thvsBond, that sand o the current i of thn Bond ds u asing Its raghtahereby granted, put this Band t the Trustee for redemption at a price equal to the prncapal amount thereof plus accrued Interest thereon to the date of redemption, and wdthout premlum, sublect, however, to the right of the • zcise a anyitame e het dur nc g such ey year notice el period, upon User's approval. The redemption o£ this Bond r sultvng from a put by the registered c owner hereof shall o n the d offices of the Trustee during the normal busrnesshours of the Trustee on the annyversary dateof such wrdtten notice • i£ such day is ast day, Sunday, 3 r day on whack the offices ofTrustee for business, on the n eedang dayonwhich the not ea of Trustee are open for busness ON ANY DATE, the unpaid prancapal Installments of the Bonds are sublect t mandatory prepayment o redemption, a • whole,and shall be prepaid or redeem, prvor their scheduled due dates, by the Trustee, with funds fur vshed by the User at a redemption price equal to the unpaid prancapal amount thereof plus accrued a est thereon i the date o£ prepayment redemption, and without premium, dr,dd the Letter of the User to of Credit rsecure and a (hereinafter de£Ined)undethe terms and conditions of the Agreement (hereinafter defined) and the Trust Inden- ture ON ANY DATE, the unpaid principal installments of this Bond aCeo sublect t mandatory prepayment o redemption, as a whole, and shall be prepaid or redeemed prior to ihelr scheduled due dates, by the Trustee, with funds wh ch shall be furnished by the User, on the earliest practvcabie date, and In all events wathyn s xty days (sublect, however, t the right o eholders of all outstanding Bonds t stay the running of said s xty day peraodfor purposes of Joining contestin a appeal of a Determination of ltty), followingCe te o of a Determanataon of Taxabilsxabolity a • nand provided for In the Agreement (hereanafier defined) The prepayment n prate in such event shall be equal t theu sad F typal amount of thls Bond o prepaid o redeemed, plus accrued i d I est theveont the date of prepa}meni or redemption, and without premium In 18 addition, there shall be due and o o the holder of this Bond an diamount nal a agreedliquidateddamages (for loss of additional abargain andnot aa penalty) calculated by subtracting (1) the amount of interest accrued on this Bond during the period from the earliest date from which interest paid in respect of this Bond 1a determined to be includable for federal Income tax purposes i o£ the holderwhich income a (th "Inclusion Period") m (ii) the quotient o the of said interest dvuvdea by o minus the Maximum Federalu Corporate Tax Rate (hereinafter defined), provided, however that the Inclusion Period shall not include that period for which assessment and collection of Federal Income Taxes able t n this Bond Is barred by Section 6501 of v the Internal Revenue Code "maximum Federal CorporateTax Rate" is defined to mean u the m e o£ income taxation to which a corporation is subjectunderthe Internal Revenue Bond of 1954, as amended, as In effect from time to time Any change in the Maximum Federal Corporate Tax Rate which applies to thel nclusion all automatically b thecalculation of shall liquidated damageIaddition, there shall bedue agreed owing the holder of this Bond an additional sufficient to reimburse the holder of this Bond for amount interest or penalties which a e payable by the holder of this Bond, plus the reasonable o c and expenses incurred by the holder ofthisBond, with any Determination of T >ability The agreed liquidated damages, and reimbursement of Interest, penalties, reasonable costs and expenses due and owing to the holder othis Bond in connection with a Determination of Taxability shall be paid by the Trustee with funds furnished by the User IND ITION, 1f there shall be a Determination of Taxability, Inc User shall be obligated to, and promptly shall, pay an additional amount to the Trustee for the sole benefit of (1) each prior registered o of this Bond, if this Band was transferred during the Inclusion Period prior o the mandatory redemption date described in the preceding paragraph or (vv) each registered owner of this Bond if this Bond was outstanding during the Inclusion Period but was paid, prepaid, or redeemed prior to the mandatory redemption date described in the preceding paragraph Such payment shall be sufficient in the aggregate to pay In respect o this Bond the amount the owner thereof would have received as agreed liquidated damagesa£and assuming that, the aforesaid mandatory redemption date had occurred the actual date of payment, prepayment, transfero redemption ofthis Bond The User also shall be obligated to, and promptly shall, pay an additional a r the Trustee, for the sole benefit o£ such owner or prior owner of this Bond, sufficient to reimburse such owner orprior owner of this Bond for Interest or penaltses, if any, which are payable by such owner or former owner of this Bond, plus the reasonable 19 costs and expenses, if any, Incurred by such owner or former owner of this Bond, in oe with any D ation o Taxability shalla pay such additional amounts to each such o rformer owner during the applicable period, as shown by the Bond Registration Books ON ANY DATE, the unpaid principal installments of the Bonds are stdodect to prepayment or redemption, and maprepaid y T orbe redeemeded prior t cal orderhe s of the),tascheduled the dates, iat a nverse prepayment i redemption price equal to the principal amount thereof to be prepaid or redeemed plus accrued interest thereon to the date of prepayment o redemption, and without premium, with and to the any s the n extent t(created by surplus Initial H solution) after uthe ompletaon of the Project, on provided and required by Section IS of the Initial Bond Resolution THE AGREEMENT provides that any provision for any payment contained an the Agreement this Bond shall held to be subject t reductionto f the a allowed under the applicable u ury laws of the State amount Texas and the United States of America, asr hereafter construed by the courts having jurisdiction, and It Is agreed by the Issuer and the owner of this Bond that In vent shall usury be paid or collected with respect to this Bond AT LEAST 20 DAYS PRIOR to the date fared for any prepayment or redemption of the unpaid principal Install- ments of the Bonds (except for a mandatory prepayment o redemption due to a failure of theUser to uand maintain a h of Credit for w notice of suchprepay- ent or redemption shall be given by the Trustee at the earliest practicable date) the Trustee shall c eatten notice of such redemption to be mailed to the registered owner of this Bond addressed to such owner at the address appearing on the Bond Registration Books By the date faxed ro any such prepayment oredemption, o due p shall be made by the U ttheTrustee and the Payang Agent for the payment of the principal amount of this Bond which is o be prepaid or redeemed, plus accrued i est thereon to the date flied for prepayment or redemption, plus any required prepayment or redemption premium, and any other amounts d g ing agreed liquidated tl y, of andue the owner off tho iBond (hereon collectavelyreferred to as the redemption price") I£ such written notate of prepayment or redemption as given and if due provision for payment of the redemption price Is made, all as provided above, the unpaid principal v tallments of the Bonds which a o be prepaid r iedeemed thereby automatically e shall be deemed t hare been prepaid oredeemed tpiorcto their scheduled due 20 dates, and they shall not bear interest after the date fixed for prepayment or redemption, and they shall not be regarded s being outstanding except for the right a£ the owner thereof t receive the x redemption price from the Paying oprovided for such payment Agent out of such a ndssuch unpaid principal installments which are to a be prepaid or redeemed, shall be paid at the redemption price. Except as set forth above, the principal installments of this Bond are not subject to prepayment or redemption prior to their scheduled due dates IIMSEDIATELY AFTER, and In all events within 15 days after the Trustee receives notice that the Initial Letter of Credit will expireor terminate, the Trustee shall give written o£ such fact to the registered owner o£ this Bond addressed to such owner at the address appearing In the Bond Registration Books IF THE DATE for the payment of the principal of o Interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city whete the Paying Agent is located are authorized by law o executive order t close, then t efor such payment shall be the nextsucceeding day which not such Saturday, Sunday, legal holiday, or day o which banking institutions are authorized to close, and payment o such date shall have the same force and effect as if made on the original date of payment IT IS HEREBY CERTIFIED AND COVENANTED that this Bond has been duly and validly authorized, Issued, and delivered, that all acts, conditions, and things required of proper to be performed, exist, and be done precedent to or In the authorization, Issuance, delivery of this Bond have been performed, existed, and n done In accordance with law, that this Bond revenue obligation of the Issuer, and that the principal ofand Interest this Bond, together with agreed liquidated damages, if any, and inter- est, penalties, reasonable costs andeif any, required o be reimbursed in c D ath a Determination of Taxability, are payable from a red by atfirslien on s and pledge of the payments designated a "Installment lment Loan Payments. to be maae or paid, or causedto be made or paid, to the Trustee pursuant to the Initial Bond Resolu- tion,t Indenture, and the Agreement between CorpusChristi Industrial Development Corporation and Medical Plaza za Associates", dated as of December 1, 1984 (the "Agreement") The User, a partnership Is unconditionally obligated to make or pay, or cause to be made or paid, without set-off, recoupment, o counterclaim, to the Trustee each such ¢ Installment Loan Payment for deposit Into the Debt 21 Service Fund created foe the benefit of the owners of the Bands by the Initial Bond Resolution, in aggregate suffoclent redeem, vada gfor the payment andn redemptao pay eand r of, the principalofInterest s and re on this Bond, and the seroes of which It Is a part, and to pay all other a unts required by the Agreement, the Initial Bond Resolution, and the Trust Indenture when due, subject to and as d by the provosoons of the Agreement, the Initial Baud xeE BONDS are secured by a and the sIndenture Indenture dated a of December 1, 1984(the'Trust Indenture"), whereunder MBank Corpus Christi N A, or successor, r its ucce r, as Trustee, is ustodian of the Debt Servoce Fundandsobligated to enforce the rights of the o of the Bonds and o perform other duties a d manner e the coeti ns stated on s the T n Tryst Indenture Inc "Eventof D ault,a a defnetl nthe Trust Indentures a shalloccur, the unpaid principal installments of the Bonds may bedeclared to be due and payable immediately upon the conditions and on the maner provided intim Trust Indenture The Bonds are additionally secured by a Deed of Trust and Security Agreement - Fi"Deed gu t between the User and the Trustee (the "Deed of Statement relating t certaon property of the User pledged to secure the payment of the Bonds, and by a ity agreements between the User and the Trustee (the "Security Agreements") relating to certaon additional property of the User pledged to secure thepayment of the Bonds Reference Is hereby made to the Initial Bond Resolution, the Trust Indenture, the Deed of Trust, the Security Agreement and the Agreement for addi- nal prciosions with respect to the n of the s ights,0 and obligations to tthe User, the vI he the T and the o of the Bonds, the Lerma upon which then Bonds a Issued and secured, and the modification of any of the foregoinga The Bonds are additionally e rued to the benefit of a letter of credlt(the "Initial Letter a of Credit") Issued by MBank Corpus Christ,, N A o theTrustee, for thebenefit of the Bondholders, for the account of the User, such Initial Letter of Credit and any permitted substitute letter of credot being referred to hereon as the "Letter o£ redat" The Letter of Credot has been issued for the purpose of assurong payment when due of the principal of and interest an theBonds The Letter of Credit Is on file with the Trustee at the principal corporate trust office of the Trustee, and reference 1 hereby made to such document for a descriptionof the nature antlof the liability of the Issuer o£ the Letterof edat ntthe roghts, duties and obllgatlons of the Trustee thereunder, and the obligations 22 of such issuer thereunder, and for a description of the procedures govern'-lg drawings thereunder by the Trustee THE ISSUER has reserved the right, subject to the restrictIons stated in the Initial Bond Resolution, to issue 0001,0001 parity revenue bonds ("Additional Banda") which, when Issued and delivered, shall be payable from the Debt ServIce Fund, shall be payable from a d by a £vretpledge pursuanttothe Agreement and £e InstallmentLoan benefits no£ and secured by the Trust Indenture, the t Deed oTrustand the Security Agreement in the s and to the s extent as, and be o a parity with, all then outstanding Bonds andAddataonal Bonds THE Rell has ght c amend the Initial Bonasouta reserved In ad therein, and under s e (but not all) uamend- ments end- s thereto m s t be approved by the o of at the least 51% of the aggregate principal amount of a the o tstand'ng Bonds and y Additional Bonds secured by the Trust Indenture THE OWNER HEREOF shall never have the right to demand payment of this oblagataon out of any funds raised o to be ralsed bysr from any whatsoever except the payments and1a s described I thas Bond, the Initial Bond Resolution, the Trust Indenture, the Agreement, the Letter of Credit, the Security Agreements and the Deed of Trust Except for the lien o and the and pledge of such property, payments and amounts, no property of the Issuer is encumbered by any lien o s uty anterest for the benefit of the owner o£ this Bond Neitherthe State o£ Texas, the City of Corpus Christ', Texas,nor any r other political corporation, subdivision, agencyof the State of Texas, nor the Board of Directors of the Issuer, either 'ndiuidually or collectively, shall be obligated to pay the principal of this Bond, any premium or payment with respect to than Bond, the Interest hereon, or. any other amounts regu'red t iand hereunder, and neither tfaith andcred't, nor the taxB taxing power, of the 5 of Texasthe nor City of Corpus Christi, Texas,any other political orporat'on, subdivision, or agency of the State of Texas, Is mledged to the payment of the tr'nc'pal of this Bond, any pre r payment with respect this Bond, the Interest hereon, or any other amounts reguared to be paid hereunder THIS 0000 may be a sagned and shall be transferred only n the Bond Regastrataon Boots of the Issuer kept by the Trustee, terms s Registrar, upon the t ond't'ons set fortha e Inataal Bond A solutaonthe Trust Indenture and the Assignment provasvons endorsed hereon Such 23 transfers shall be without expense to the owner hereof, but any taxes other governmental charges reguored to be paid wath respect to thea shall be paid by the owner requesting such transfers a ondation precedent to the exercase o£ such privilegeThe registered owner of this Bond may bdeemed and treated by the Is theTrustee andthe U the absolute ow ncluding payment and daschargeof r n liability upohereof for n purposes, sohiff d to the extent of such payment, and the Issuer, the Trustee, and the User, shall not be affected by any notate to the contrary THIS BOND shall not be valid or become obligatory for any pe o r be entitled t any s ity or benefit under the TrustIndenture til thes rtificate of Authentication hereon shall have beensigned by the Trustee and the Delivery Certificate hereon shall have been com- pleted IN WITNESS WHEREOF,n this B been d has b ned with the manual i £acsimile gnatureso£ thesident and the Secretary of the Board of Directors of the Issuer, and the official seal of the Issuer has been duly impressed, or placed In facsimile, on this Bond Secretary, Board o£ Directors President, Board o£ Directors (ISSUER'S SEAL) FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the p slons of the within mentioned Agreement, �dlnrtaal Bond Resolution, and Trust Indenture (WANE CORPUS CHRISTI, N A Trustee By Authorized Officer 24 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the registered owner of this Bond last lasted below sells, assIgns, and transfers the within Bond to the Assignee last lasted below, and hereby authertzes the transfer of than Bond on the Bond Re ooks o the T Such as sr Lunen wail thea TrusTrue rI£acatton o£Is a precen ^a this B es the Trustee Its address t whack payments n shall ibe remade Land the Trustee makes notation of such Assignment below SIGNATUREDATE OF OF ASSIGNMENT OWNER ASSIGNEE REGISTRAR FORM OF DELIVERY CERTIFICATE DELIVERY CERTIFICATE THIS SOIM purchaser hereof as cloistered to and geld for by the Initial on 25 FORM OF PREPAYMENT RECORD PREPAYMENT RECORD Date Principal Remaining Name & Title of Signature of uthorssed 0 zed avme^c Redemption 6elance nekrn¢ £niry officer Section 6 PLEDGE The Bonds, and the interest thereon, together with agreed liquidated damages, 1£ any, and interest, penalties, reasonable costs and expenses, of any, rered t hno reimbursed v Determi- nation with a rm1- atlonofaTaiability as provided In the Bonds, are and shall be payable from and secured by a first lien on and pledge of the payments designated as Installment Loan Payments to be made or paid, or caused to be made or paid, to the Trustee by the User, pursuant and sublect to the terms and prvl- sis of this o Initial H s u Resolution, the Trust Indenture, and the Agreement, ands hInstallment LoanPayments a further pledged Irrevocably t the establishment and main- tenance of the Debt Service Fund hereinafter created Section 7 DEBT SERVICE FUND (a)Establishment o Debt Service Fund e and special trust fund to be designated and known as separate "Debt Service Fund. shall be established by the Issuer with the Trusteefor the benefit of the owners of the Bonds pursuant to the Agreement and the Trust Indenture, and maintained as provided v this Initial Bond Resolution and the Trust Indenture, as long as any of e Bonds, o e h thereon, t with agreed liqui- dated damages, any, r liabilityof User to reimburse Interest, penalties, , nable costs and expenses, if any, incurred an connection with a Determination of Taxability, as outstanding nd unpaid (b) Accrued Interest Immediately after the delivery of the Bonds t thea sal purchasers thereof, all ay rued inrest, if any, r ued from the proceeds from thesale and si delivery o£ the Bonds, shall be transferred by the Trustee into the Debt Service Fund (c) Installment Loan P e User shall make or pay, or cause to be made ore paid, tothe Trustee, which 26 shall deposit into the Debt Service Fund, Installment Loan Payments as follows (1) On or before each Interest payment date as pro- vided in the FORM OF BOND set forth in Section 5, an amount which, together with any other amounts then on deposit therein and available for such purpose, will be sufficient to pay the Interest coming due on the Bonds on each interest payment date, and (2) On or before each principal PaYment date a. provided in the 00015 OF BOND set forth in Section 5, an amount which, together with any other amounts then on deposit therein and available for such purpose, will be sufficient to pay the prIncipal of the Bonds scheduled to be paid on eachprincapalpaymentdate, and (3) On or before any optional or mandatory prepayment or redemption 2.05 55 permitted or required an the FORM OF BOND set forth In Section 5, an amount which, together with any other amounts then on deposit and available for such purpose, will be sufficient to pay the prepayment or redemption prate specafved therein, and (4) Promptly after, and In all events within 60 days following, the occurrence of a Determination of Taxability (sub,ent, however', to the right of the holders of all outstanding Bond. to staY the running of said sixty day period for purposes of oining in a contest or appeal of a Determination of Taxability), resulting in a mandatory prepay- ment or redemption of the Bonds, an amount which, together with any other amounts then on deposit and auailable for such purpose, wall be sufficient to pay the agreed liquidated damages, and any interest, penalties and reasonable costs and expenses required to be reimbursed in connection with a determlnation of Taxability, all as pro- vided in the FORM OF BOND set forth in Section 5, due and owang with respect to the Bonds to be prepaid or redeemed on such mandatory prepayment or redemptIondate, and (5) Promptly after, and In all events within 60 days follobang the occurrence of a Determination of Taxability (subject, however, to the right of the holders of all outstanding Bonds to stay the running of said sixty day period for purposes of ,oining in a contest or appeal of a Determination 27 o£ Tamability), resulting In a mandato, PrePaY- ment or of the Bonds, the additional amount necessary pay the agreed liquidated damages,and sany Interest, penalties and reason- able costs and expenses required to be reimbursed connectionin with a Determination of Taxability, all asprovided in the F F BOND s forth 1 n d 5, and owing Rt OF rerthad o were paide prepaid, = transferred redeemed,) prior t such mandatory prepayment orredemption asspecified in the FORM OF BOND set frth in section , and (6) On any date on which the Bands are declared to be immedostely due payable pursuant Trust Indenture, which,together with any other amounts then on deposit and a salable for such purpose, will be sufficient to pay the prin- cipal of all Bonds then outstanding and the interest accrued thereon to such date, and (7) Promptly after receipt of acha and request for payment, equal eto the charges of the Trustee for performing the duties of Trustee and Registrar, and the charges of the Paying Agent for the Bonds, as designated In the FORM OF BOND t forth in 5 n 5, for paying o redeeming installments of the Bonds and payrngthe interest thereon In the event the User should fall to make or pay, o cause ad or o be m paid, any of the required Installment Loan Paymentsset forth in this SectIon, eash such reguvred payment shall continue n obligation of the User u til fully paid, and the n User agrees to pay the to the Trustee, for the benefit of the owners of theBonds, with Interest thereon, to the extent legally permissible, at the rate of fifteen percent (15%) per annum, from the date any suh payment vas due until payment thereof (d) Draws on the Letter of Credit The Trustee shall draw under the Letter of Credit in accordance with Articles 5(d)(3), 5(5), 5(r) and 5(s) of the Trust Indenture All money drawn under the Letter of Credit shall be deposited v the Debt Service Fund, to be used by the Trustee exclusively to pay the principal of, and v the Bonds, when due, whether by of thestatedon of such principal o o declaration of acceleration, call for redempti Interest, y the requirements of or 5(q) of the Trust Indenture 28 (e) Redemption The Bonds authorized hereby shall be subject to redemption, and may or shall be redeemed, as specified in the FORM OF BOND set forth in Bentson 5 (f) Payments from Debt Service Except cepa other s specifically provvded inthisI ial Bond Resolution ithe Trust Indenture, the Debt Service Fund shall be used by the Trustee only to pay the principal of, end redemption premium, If any, agreed liquidated damages, 1£ any, inter- naltaes, reasonable s, and expenseIf any, required to be reimbursed v with e t of T xabilitys a vlded in the Bond, and Interest on the Bonds, when due, and the charges of the Trustee, Regvatrar, and Paying Agent, and the Trustee shall make vailable to the Paying Agent, out of the Debt Service Fund, athe amounts required to pay or redeem the principal of and interest o the Bonds when due, and the T r shall make all other. payments a ed by this Initial Bond Resolution and the Trust Indenture The Trustee shall obtain and destroy all paid Bonds (g) Immediately Available Funds The User shall make Installmentall L will be inunedr- atelyavailable and a e Paying Agentton lawful money o£ the United States the Amefica, the principal, inter- est, and other amounts with respect to the Bonds, when due (h) Investment of Funds Any money held as part of the Debt Service Fund shall be invested or reinvested by the n the v e n dvrectvon of the A g Officer In any direct or indirect obligations of the U ted States of America or any agency thereof, or n bank certificates o£ deposit, Including those of the Trustee The Trustee shall make no Investmentsrept as specifically drrected by the Approving Officer, or. as otherwise provvded hereon The Investments £ the Debt Service F shall be deemed to b partof such Fund, and, for the purpose of determanngihe amount of m neyIn uch Fund, such Investments shall be valued at their cost ormarket value, whichever Is lower The Income and profits, including realized discount on obligations purchased, recerved from such Investments be deposited 1 red ted i theDebt Service Fund, and any losses o Investments thereon shall bechargedagainst the Debt ServiceFund If at any tame it shall become ary that a all of the Investments made with the moneys some or be Heys from the Debi Service Fund be redeemed or. sold to terse nems necessary to comply wv ih the prove, ons of this matt, Bondwithout Resolution frtherau hofs Trust effect such the Trustee shall, withoufurther the caleat on, effect sych redemption sola, emplthodg, the c of a sale, any c sally notHalle method of effecting the a The Trustee shall be liable or respnsable for any loss resultangfrom any 29 such inrestment or sulting from the redemption o sale of any suchInvestment s hereon authorized, except that the Trustee shall be liable for (1) any loss resulting from its gross negligence or willful misconduct, within a reasonable tome after receovang the wrotten direction from the Approvong Offocer to make, n sell a Investment i the manner provideda (z) apt for redemption o sale made pursuant the preceding entente of this paragraph, for any loss resulting from the making, redeeming, or sellong of any investment which was not authorized by wrotten direction of the Approving Officer If the Trustee os unable, after reasonable nable effort and within a reasonable t make, redeem, y o sell any such investment, it shall so notify in writing theApproving Officer and the Trustee f shall be relieved o all responsi- bility with respect thereto In the event ofany such lass, the User shall make additional deposits to restore s , of and t the extent required to enable the Trustee to makeall payments required to be made from the Debt e Fund, and such additional d shall constotuteada clonal amounts of Installment Loan Payments Section 8 SECURITY FOR FUNDS To the extent the Trustee deems ot advisable, and at the sole doscretron of the Trustee, all u all Funds established pursuant t the Initial Bond Resolution (oncludong the Debt Service Fund and the Construction Fund), maybe secured Section 9 THE USER'S PAYMENTS (a) Unconditional Obligation The Ur has c ted i the Agreement, by the approval of this In tial n Bond Resolution, the User other has n i onditionally obligated self and agreed, regardlesso£and n ithstanding any provisoons o£ the Agreement, and regardless o£ the provisocns o£ any other agreement or contract c the contrary, make or pay, or cause o bemadeor paid, withouta -off,r oupment, or counterclaim, the I n Installment L Payments to the Trustee in the a required by Sectionn 7(c) to be made I the , Debt 5 rvice Fund, and t make such payments on orbefore the dates specified in thrs Initial Bond Resolution and the Trust Indenture, and said payments by the User shall be and constotute the Installment Loan Payments a contemplated and required by the A Each Bondholder Is and shall be entitled to rely uncondotoonally o the ants, and representations set forth in this Initial cove- nants, Bond Resolution and the Trust Indenture (b) Prepayments It Is further understood that the User may prepay all o of each Installment L Payment, and any such prepayment, and any a ings thereon shall be applied by the Trustee to the payment of each Installment Loan Payment, provided that the prepayment or 30 emp tom prancopal ofd theta ndst praort toe theorn due dates, with funds from eany (whether from Installment Loan Payments orother- e se)shall not reloeve the User of a oblogatoon to make r pay, or cause to be m old, each Installment Loan Payment e specofaed on Sectoon 9(a), when due with respect any remaining unpaid proncapal installments of the Bonds Section 10 ADDITIONAL PARITY BONDS (a) Addotaonal Bonds The I s the right, upon the request of the User, tos rrevenue parity re enue bonds ("Addi- tional Bonds") a sin eany amounts, for anylawful purpose o purposes, including he refunding o£ y ou standong Bonds Such Addatoonal Bonds, along with the Bonds authorized by this Initial Bond Resolution, shall be considered, consti- tute, and be " onds" as defined on, and forall purposes of, the Agreement and the Trust Indenture, rthermore, f all purposes of rhos mitis t Bond Rea urianthe term Dods" hall mean and Include he Bonds authorized hereby and any Additional Bands, unless the context oiherwose indicates When Issued and delivered such Addotaonal Bonds, the redemp- tion premvum, of any, agreed liquidated damages, if any, interest, costs aexpenses, penaltoes, r asonable c nd of a r to be r Imbursed o connectoon withaDetermination o£ Taxabllaty, and the Interest thereon, shall be payable from the Debt Service Fund, and shall be payable from and secured by a forst lien on and pledge of Installment Loan Payments pursuant to the Agreement, and secured by the Trust and t of Trust, in the sto Indenture d d beuon st oty mwath, all and en outstBondsa,dong y be Bonds a Issued and and la onds. Such Addata non s or bvaroous aa may principal amounts, maturing an one or more saaty edafferentu tomes, Ing at ou different rates, be payable r is or redeemable p Ito= prices, awoth or ath ut oredemption epremoum, on whatever terms provided in may co tion such other provosaons maybe Bond Reno Iuttoon authorazong the ass s an of such Addata anal s provoded, however,that no serves or Issue of Addotaonal Bonds shall be issued unless (1) In the opinoon of Bond Counsel (A) the Issuance of such Additional Bondso wall n adversely affectxa the a emptaon from federal income taxation of the Interest on the then outstanding Bondsand Adda- taonal Bonds, or affect the vzlidoty of the then outstandong Bonds or Addotaonalonds (e) such Addatoonal Bonds a red i the s and t the same extent as and are on a parity wv th outstanding Bonds and Additional Bonds, e all then 31 (li) A certificate Is executed by the President and Secretary of the Board of eDvrectors o£ the Issuer to ffect th default a ctionwvth the t Bonds or the tTrust Indenture t(or anyamendmento supplement thereto) orwith any of In covenants o requirements of this Initial Band Resolution or the Bond Resolutions (or any amendmentsor supplements thereto) uthorining o£ then out- standing bt dexo sit therein,sex, ice Fund erne the amount then required toabeeon (vii) The Bond Resolution authorizing the Issuance of such s s or Issue of Additional Bonds provides for additionalInstallment Loan Payments to be depos- ited into the D and 1 amounts sufficient o pay all rvncapaleof1Ceedemgtvonp num, of any, agreed liquidated damages, If any, Interest, penalties, reasonable costwith and expenses required to be reimbursed inc ectvon a Determination of Taxability, and Interest on such AddstIonal Bonds,igether with all attributable ito such Additionstrar, and al Bondst fees and expenses (Iv) The Approving Officer and the owners of 51% of the aggregate principal amount of the Bonds and Additional Bonds, of any, thenoutstanding, approve a writing the Bond Resolvtvon authorizing the a of such se sue of Additional Bonds, as required by the Agreement, (v) The principal andtpayment dates durIng any year which princspaleandt Int on such di Atltgi onal Bondsa scheduled aid, Interest ethe same for the Additional Bonds and the Bonds, and (v1) The Commisvon expressly gives prior e approval to the a f such Additional Bonds (b)oAmendmentuto st Indenture It bei am amended l nt be necessary suppleented tol ed cruse aany emes or suethe Indentureof Additional Bonds to be secured by the Trust Indenture All that shall be necessary or required t any such Addi- in1 Bonds t dby the TIndenture s for the Issuer o deliver to a Trustee a ti£iedcopy o the BondResolution authorizing their Issuance prior to the delivery of such Addltlonal Bonds Section 11BP ECIAL COVENANTS The Issuer further cotenants as follows (a)Installment Payments Pledged t Bonds Only Other thanfor thepayment of the Bonds, as provided In this Initial Bond Resolution and the Trust Indenture, the In- stallment Loan Payments have not In any manner been pledged to the payment o£ any debt or obligation of the Issuer; (b)Non-Encumbrance Wnvle any of the Bonds Is out- standing, the Issuer 0111 not (except with respect t the Bonds and any Addvtvonal Bonds and except as provided an the Agreement, any Bond Resolution, or the Trust Indenture) in any m whatsoever c suffer to exIst, directly manneror tly, re any mortgage, lien, encumbrance, pledge, charger agadnst the Debt Servdce Fund, the In- stallment ent Loan Payments, the Constructdon Fund, or any property or moneys deposited with the Trustee (ci Performance by Issuer The Issuer will carry out all of o and obligations under thus InitvalBond Resolutvon,antheIssuermay be reguared to carry out such covenants and obllgatvons by all legal and blema ncluding, but without limitation, actions for epespecdflcper- formance and the use and fvlvng of mandamus proceedings, 1 any of competent Iurasdaction located c in Nueces County, Texas, its Board o£ Directors, and its offacaals and employ employees, (d) Certain Modifications Prohibited The Issuer covenants and agrees that It well n cute or permit the egecutdon of any c rm act enteor termynate or endr the A n any manner would relreve o abrogate the obllgataons of the U make or pay, cause to be made or paid, when due, all Installment Loan Payments, an the manner and to the extent resumed by the Agreement, this Initial Bond Resolution, and the Trust Indenture, which would change o affect 5 s 4 04, 06, 5 05, 6 01 and 6 02 of the Agreement ithout the written consent o£ all of the Bondholders and theTrustee Section 12 BONDS ARE SPECIAL OBLIGATIONS The Bondi are and shall be special revenue obligations of the Issuer payable solely from payments to be made under the Agreement, this Inataal Bond Resolution, the Deed of T Guaran- tee, G - the Letter ofCredit, and the Trust Indenture, and the Bondholders shall n r have the right to demand payment thereof or theiest thereon any other payments required thereunder o of funds radsed or o be r sed by o from any whatsoeverother than the fcregoang The Bonds a svdered as obligations of the 5 not Texas, a the Governmental Unit, or any other political subdi✓rsvon cr agency of the State of TeAas, o of the Board of Directors ofthe Issuer, either indl Idually or collectively 33 Section 13 AMENDMENTS (a) Amendment with Consent of Owners of S1°( of Bonds. Sublect to approval in w a by i f a of the User, the o of 51%a aggregate ppprrncvf palamount of thethen J outstan n ds shall have the right from i a to tame approve any amend- ment to any Bond Resolution, the Bonds, or to the Trust Indenture (provided that the Trustee must approve any amendment the Indenture), whack may be deemed by how ai perm, othe amendment, wvthout the consent oof the cw owner of at each of the then outstanding Bonds affected thereby, of rthe terms and conditoo so£ any Bond Resolution, the Bonds or the Trust Indenture, so as to (1) (2) (3) change the service Fund reguarements, ante,- paymentest dates, mandato,emptvon provl- srons, or the urrty or maturataes o£ the outstanding Bonds, reduce the r o£ anteresi borne by any of the outstanding Bonds. reduce the a of the principal of, redemption premium, 1f manyagreed 11gu1dated damages, If any, Interest, penalties, rea o nable costs and e - Penses, a£ any, required to be reambursed In connectIon a Determination of Taxabolaty, o Interest aoutstanding Bonds, apose any condatsons wath respect to such payments, (4) modify the terms of payment of principal of, redemption premium, I£ any, laquadated damages, If any, interest, penalties, reasonable c end ex- penses, - pensesi£atea onany, reguared to be reambursed an connection with a Determinataon of Taxablllty, o Interest on the o tstandang Bonds, or Impose any conditions with respect to such payments, (5) affect the Ights of the rs of less than all of the Bonds then outsiandang, decrease the ma m percentage of the principal amount of Bondsnecessary for consent to any such amendment, or (B) ( a ) alter the oblagataons of the User to pay Install- ent Loan Payments In the m and to the extent provided the Agreement, the Bond Resolvtaon, and the Trust Indenture 34 (b) Notice of Amendment I£ at any time the Issuer desire amend s any Bond R e Trust Indentureunder thisSection, , the Issuershall or a copy of the proposed a endrentat the principal office o£ the Trustee and shall c snotice of the proposed amendment to be published at least once a financial newspaper, journal or publication of gcirculation rctv the State during each al eek for at least two w successive calendarweeks of temporary permanent suspension of the publication or general circulation of all such financial newspapers, journals and publications, it is Impossible or impractical to publish such noticen the manner provided herein, then such publication In lieu tereof a a shall be m by the Trustee shall constitute a sufficient publication of cSuch n shall briefly set forth the nature of the proposed amendment and shall tate that a copy thereof is n file at the principal office of the Trustee for inspection by all owners of Bonds Such publication i required, however, If notice In writing is given to each owner of Bonds (c)Consent Ltm o Amendment Whenever any t not less than 30days, and within one year, from the date of the first publication of said notice or other a eof written notice the Issuer shall ie instrument instruments executed by t ownersofat least51%n the aggregate principal amount all Bonds then outstanding, h Instrument or instruments shall refer to the pr00000d amendment described In aid notice and shall specifically consent such to and approve such amendment, the Issuer may adopt the amendatory resolution in substantially the same farm (d) Effect of Amendment. Upon the adoption of any e amendatory solutionpursuant nt to the provisions of this Section, any such Bond Resolution, or the Trust Indenture, shall be deemed to bem ended accordance with such amendatory resolution, andthe respective rights, duties, and under such amendatory resolution, the Trust Indenture, of all the Bondholders shall thereafter be determined and exercised subject in all respects to such amendments (e)Consent f Bondholders i Any c n by Bondholder pursuant t the pro,scns o consent n s shall r be Irrevocable for a period o£ one year f the edate of the first publication or other giving of the notice provided for in thisecand shall be conclusive and binding upon all future owners a of the same Bond during such period Such consent may berevoked a nI y t ie year from the t of the first publication o otherg g of such notice bythe Bondholder who g n such c rby asuccessor in title, by filing notice thereofwaath the Trustee and the 35 Issuer, but such revocatoon shall not be effective if the owners of 51% in the aggregate proncopal amount of the then outstandong Bonds have, prior t the attempted revocation, consenx d to and approved the amendment (f) Ownership of Bonds For the purpose of this Section, the fact of being a Bondholder and the amount and numbers of such Bonds, and the date of being nof" - execucl i o be s ondholder rbyo erti£oc ted by an• y trust amp ny, bank, banker, eeb nker, or any other depository wherever situated showing that at the date there- on such person has on deposit with such trust company, bank, x banker, or other depository, Bonds des - • d an such tificate, or on any other whether or not the Bonds are o deposited, as theTrustee may ap- provec of any Bondholders will continue until that wrottennotace tothecontrary os served upon the Issuer (g)Amendments without eNotwithstanding the poovoof(a)through (f)oofd this Section, an without publicatiocstso m n of the proposed amendment and withoutthe con- sent of the Bondholders, butsubject to approval of the Approving officer and, on the case o£ any amendment to the Trust Indenture, moth the approval of the Trustee the Issuer may, at any tome,end any Bond Resolution, or the Trust Indenture, to cure any ambiguity o o ect, o supplement any defective o s r t provisioncontained therein, make any otherchangethat does n any respect m pally and adversely affect the Interest sof the Bondholders, p waded that n such amendment shalbe m B contrary t the p ova Se on 3(a), an a duly certde fled or ed copy of each such amendment shall be filed with the Trustee ectaon 14 ESTABLISHMENT OF CONSTRUCTION FUND. (a) Deposit of Bond Proceeds in r n FundPrior or mmedaately after theand delivery of theBonds authorized hereby, the Issuer shall establish the Construc- tion Fund with the Trustee, as defined in and required by the Agreement The Issuer shall deposit all of the proceeds from the sale and delavety of the Bonds authorized hereby onto the Construction Fund The Trustee shall draw on and use n F t the s hereinafter provided The amount o deposited onto athe C n Fund shall c nato- the Loa• n made to the User obythe t Issuer as contemplated and provided in the Agreement (b)Investment Money s Fund Any money heldas part of the ConstoctoonFund other than the 36 amounts described an Section 15(a), shall be invested o reanvested by the Trustee upon the w n direction of the Approving Officer in any d ee or n oblagataens o the United 5 of America, a anyagency thereof, Or in the bank certificates of deposit,ng those of the Trustee The Trustee shall make no anvestestments except a specv£acally directed an writing by the Approving Officer o as otherwise provided The of the e deemea ction shall if r to be a part of the Construction money nad the Constructmionp Fund, such uchea shall tbe valued at their cost o market value, whvche erns lower The income and profits, including realized discount on Obligations purchased, received from such Investments shall be deposited a the C Fund, and any 1 n investments credited b charged ua n Fund If a any a shall become tn ary thatainst the some all of the estments made wath the emoneys from the Construction Fundy be redeemed or sold to ramse neyssary to comply with the provisions of this InItmal Bond A solution o the T Indenture, the Trustee shall, without further authorizat on, a such redemption or sale, employing, In the c of a sale,any commercially m reasonable method of effecting the Upon then direction of the Approving Officer theTrustee shall redeem or sell allr any designated pari Of such investments mloyIng, In the of any ally onable method o the a The Trustee shall not be o mosable for any loss r sultIngfrom the redemptioneptuuror saleof any such estmentherein authoraced, i except that (no vihatsnding any provaislons of ru a the Agreement) the T shall be liable for (1) any loss resulting from Its gross neglagence or willful mliconduct, wathana a e after r the rotten direction from the Approving ofmake, redeem, manner sell any investment In the m rr 0 provided for herein, and (2) any loss resulting from then making, redeem- ing. or of any v which w uthorazed direction of n them Approving Offacera the Trustee t after effort and walthan a reasonable e tame leafter receipt of l a the reguvred wratten darectaon, to make, redeem, or sell any such Investment, mt shall sonotify a vng the Approving Officer, and the Trustee shall be relieved of all liability or reaposabillty with respect thereto (c) Deno., of Accrued Interest, Income, and Profits Any accrued Interest recemved from the sale o£ the Bonds, and, upon t en darectaon of the f Approving o and to V the extent 4that such use as consastent math the r of Section 15(b)(v), all v at and pro£s r ved from construction the Investment Of the constructn Fund, shall (asu ssoon as practicable after an receipt thereof has been deposited an ocredited t ee Construction Fund) be transferred by theTrustee s and deposited i v Into the Debt Service Fund d to be used to pay interest on the Bonds during the period of construction of the Project Sectaon 15PAYMENTS N FROM ION FUND (a) issuer's and Trustee's AdministrativeOverhead E Immediately a the delivery tee and Other Costs he Bonds authorized hereby,the Trustee shall of ay the Issuer directly out of the Construction Fund the amount of $7,750 being the amount required to reimburse the Issuer in part for Its administrative and overhead expenses directly attribute., and chargeable t t the c of the Bonds authorized zed hereby, promptly a .ceavang the bills o statements therefor, all of the actual expenses and costs ofIssuance of the Bonds, Including, without ...fetich, financing charges, printing and engraving expenses, the fees and e.penses of accountants, financial advisors, t and attorneys f e the I the Trustee, a the r ,1 feasand expenses o£ theTrustee In addition, the shall pay to the Issuer the sum of 511,100 0 January 2, 1986, and a like amount on January 2 of each year through January 2, 1990, the same being additional amounts required to reimburse the Issuerfor Its administrative and overhead expenses directly attributable and chargeable T s the c Issuance of theBonds authorized hereby, and the User shall also pay to the Issuer the amounts t forth in Section 4 07 of the Agreement when said amounts become due and payable (b) Reimbursement for and Payment of C of P u Subject and subordinate t making the payments required by the precedingparagraph, the Trustee shall make an Initial payment, if requested by the User, and authorized by MBank Corpus Christi, N A., for vtself a a purchaser of the Bonds and a agent for the othery ial purchasers of the Bonds (hereinafter referred to in said capacities as the Purchaser") pursuant to the Construction Fund Disbursement Agreement dated December, 1, 1984 executed beweeen the User and the Purchaser, in the described below for payments from the Construction m Funto reimburse the User for any Cost of the Pzo3ect, paid by the User prior to such date of delivery The Trustee shall makesuch t.I payment, if so authorized and requested, and shall make any subsequent payments from the Construction Fund t enable the User to pay, or to reimburse theUser for paying, any Cost of the Pro,ect, from time to time upon receipt by the Trustee of the U signed bytheApproving Officer and aa zed by thePurchasersaid Construction Fund authorized Agreement pu Such request 38 shall be a of as f tl by certificate stating with respect to each payment as follows (a) the expenditures, In summary form, for which s payment i to be made or for whach reimbursement vs requested, (II) that the amounts requested are to be, or have been paid, by the User for interest during construc- tion, property nstruc- property to contractors, subcontractors, msother persons whoewillperform or have performednecessary ary o appro- priate services or wall supply or havesupplied neces- sary or appropriategals for the acquisition, construction, equappange and £urnvshing of the Protect, as the case may be, and that, the best of has knowledge, the fair value o such ov , property, services, o vols as not exceeded by the amounts quested to be paid, (iii) that no part of the several a unts requested to be paid to the User, asstated i such c tafacate, has been or Is the basis £ the payment of any money an any previous or then pending request, (iv) that the payment of the amounts requested will not r sult an a breach of any of the covenants of the User contained v the Deed of Trust o the Agree- ment, and particularly those c ants an Sections 4 05 and4 thereof, which relate to the Code and the Regulations, and (v) that the expenditure of such amounts to be pard, when added to all prevaoua disbursements from the Construction Fund, wall result in at least 90% of the total of such disbursements, other than disbursements for Issuance e expenses, being u to provide land o property aofa character ttothe allowance for depreciation under the Code 000 ( (which expenditures are amounts pard orred which are, for federal Income tax purposes, chargeable to the rojec capital account or would be so chargeable either with a proper election by the User [fore ample, under Section 266 o£ the Code] or but for a proper election by the User to deduct such amounts) (c) Reliance by Trustee The Trustee shall rely fully on any s o and c delivered pursuant i eL t than 5 shall not be squired t make any a s gataontherewith I£ paid by the Trustee with respect to any portion of m theProtect should 39 exceed the cost thereof, the User shall promptly repay such overpayment into the Construction Fund c O n 16 SURPLUS CONSTRUCTION FUNDS P a) Dlsposa- tion o u Funds Thecompletion o£ the all be conclusively evadenced, and the date of completvon shall be established by a wrotten certificate of completion to be signed by the Approv ng Officer and delivered to the Trustee mmediately upon completion of the Project I£, upon the completion o£ the Pswject, there shall bre any surplus funds remerning on ed to provide for the payment of then Coat of the t,4uao 1£ any funds are n hand an the Construction Fundny atat the tame of the release of the Trust Indenture under the terms thereof, then any such funds shall be used lmmedlately to prepay or redeem prrncipal y tallments oBonds, on a amongsas the Bo a chronolog cal Order, t in athe manner t forth n y I theFORM OF BOND In Section 5 for the prepayment or redemption of prancipai Installments of the Bonds wash surplus Construction Fund m°neys, to the extent of any such available funds, provided that prior to such e Issuer and the Trustee shall have been £ ached with a unqualified °pinyon of Bond Counsel to the effect that the u o£ moneys from the C°nstructa°n Fund for such purpose will be lawful and will not impair the ax emptaon of Interest on the Bonds from federal income taxation (b)DIsposatIon £ Consiructaon Fund a celerata°n and de e eu If the h hall declare upon ancSpal of the Bonds a the Interest re accrued thereonammedaately due and payable as the resultof an Event of Default speca- faed In the Trust Indenture, 0r 1£ the Bonds a optionally or andaioraly redeemed pryer to m rlty a whole on a th accordance wir e anie a v r Ing an the Constructron Fund shall be used mm 0bythe Trustee farthe purpose of paying principal of, re00 redemption prem.)), 1f any, agreed liquidated damages, if any, interest, penal- °nable costs and expenses, 00 any, required to be eambursed an c°nnectaon with a Determnataon of Taxability, and Interest on the Bonds when due section 17 DAMAGED, MUTILATED,TSTOLEN, OR DESTROYED BONDS (a) Replacement Bonds LIn the event any of the outstanding Bonds authorized hereby is damaged, mutilated, lost, stolen, or destroyed, the Issuer shall execute, and the Trustee shall authenticate, a w bond of the same prancapal amount and maturity of the damaged, mutvlated, lost, stolen, r destroyed Bond an exchange and subetatutaon for such Bond or In lieu of and subatllutaon for such Bond 40 (b) Application for Substitute Bonds Application for exchange and substatutaon of damaged, mutilated, lost stolen, or destroyed Bonds shall be made to the Issuer In case, h the applicant for substitute bond shall furnishe to the i and to thee T such security o indemnity a may berequired by themtoeu save s each of them and the Paying Agent harmless In a ery- c of loss, theft, or destroctron of a Bond, the applicant shall also furor sh to the Issuer and the Trustee evidence o their sa,sfaction of the of such Bond s d loss,ever, c sn i tructs°, and of the ownership of damage o mutila- tion of a Band, the applicant shallsurrender theBond so damaged or mutilated (c) No Default Occurred Notwathstandang the forego - any such and shall provasIons of oiSection, lll haveu m red handno default hevent s haso red whach a then contrntungIn the payment of the principal of, redemp- tion premium, of any, agreed loguvdated damages, if any, Interest, pnalties,onable costs and expenses, if any, required to be reimbursed r with a Determination o£may a the payment nofrthe same t(without surrender thereof exceptInthe case of a damaged or mutilated Bond) Instead of ',stung a substitute Bond, provided security or indemnity is furnished as above provided an this Sects n (d) Charge for Issurns Substitute Bonds Pryor the Issuance £t any s a bond, the I and the Trustee may charge the o of usuch Bond with all legal, printing, and other expensesntherewith Every substi- tute bond v o Issued pursuant c theprovislons of this Section by virtue of the factthat any Bond as lost, stolen, or destroyed shall constitute aual obligation o£ the Issuer r whether o t the lost,ractstolen, r destroyed Band shall be found atany time, or be enforceable by anyone, and shall be entitled to all the benefits of the Trust Indenture and thus Initial Bond Resolution equally and proportionately Res ith anyolsst a l other Bonds duly issued under thvslnvtaal Bond Dol (e) Authority for Issuing Substitute Bonds Thos tial Bond Resolution shall constitute sufficient authority r the Issuance of any such substitute bonds without neces- sity o further a n by the Board of D of cthe Issuer or body or person and other tutedub se is hereby aathorased, to athstandOngsany other provasions of this Inataal Bond Resolution, -kept to the extent otherwise reauared by law SectIon 18 NO ARBITRAGE The Issuer and the User have covenanted to and ,ath the purchasers o£ the Bonds that 41 they will make no use of the direct or indirect proceeds thereof at any time throughout the term thereof which would cause the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Code or any Regulations or rulings Pertaining thereto, and by this covenant the I and the User are obligated t comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Regulations relating to arbitrage bonds Section 19. FINDINGS Based up , n the representations made by the User in the Agreement, , of Directors hereby affirmatively finds that (I) theProjeca tisuitable for the promotion of commercial, industrial or manufacturing development and expansion, (11) the Project will have a direct, positive and favorable impact on employment 1n the Governmental Unit, and (111) that the Project is vn further- ance of the public purposes as set forth in the Act Section 20 SALE OF THE BONDS At the specific request of the User, the Bonds are hereby authorized to be sold, sold, and shall be delivered to MBank Corpus Christi N.A Corpus Christi,as American Security Bank, Dallas, Sam S Seltzer, Jr , Corpus Christi, Texas, Dennis McCarthy,Houston, Mark H Hidings, Corpus Christi, Texas, MBank Corpus Christi, N A , Trustee, for Ware McCarthy 1974 Trust, MBank Corpus Christi, N A , Trusteee,, for D McCarthy 1974 Trust, for the price of par and any accrued interest to the date of payment and delivery Section 21 y the purpose of addi- tionally securing ing theT UR payment theBonds, theredemption premium, if any, the agreed liquidated damages, if any, penalties,onable costs and e..penaes, if any, required to be reimbursed f rection with a Determination of Taxability, and the restthereon, and for the purpose v o£ p , and finingv a detail the rights o the owners of the Bonds and of the Issuer, the User, and the Trustee, and for the purpose of making more effective the first lien cn and pledge of the payments to be made pursuant to the Agreement and this Initial Bond Resolution, a Trust Indenture in substantially the following form and substance shall be signed, sealed, and otherwise ted and deliv- ered, for and on behalf of the Issuer,by the Ps sident and s the Secretary of its Board of Directors, afterwhich the TrustIndenture shall be executed by the Trustee and shall become effective upon the delivery of the Bonds authorized hereby 42 RESOLUTION AUTHORIZING THE ISSUANCE OF CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION REVENUE BONDS, SERIES 1984 AND THE EXECUTION OF A TRUST INDENTURE (MEDICAL PLAZA ASSOCIATES PROJECT) JWR.FINAL DRAFT 12/14/84 TABLE OF CONTENTS (The Table of Contents a part of the Resolution but as for convenience of reference only) PAGE Title Recitals Resolution SECTION 1. DESIGNATION, AMOUNT, AND PURPOSE OF SECTION _ DATE, DENOMINATION, NUMBERS, AND MATURITIES OF THE BONDS SECTION 3 INTEREST ON THE BONDS SECTION 4 GENERAL CHARACTERISTICS (a) In General (b) Registration Books 4 () Notation of Prepayment ent of istered wner d 5 (e) Temporary Bonds SECTION 5 FORE] of EONDS 6 SECTION 6 PLEDGE 24 SECTION 7 DEBT SERVICE FUND 25 (a) Establishment of Debt Service Fund 25 (b) Accrued Interest 25 (C) Installment Loan Payments 25 (d) Redemption 27 (e) Payments from Debt Service Fund 27 ( f ) Immediately Available Funds 27 (9) Investment of Funds 27 SECTION 8 SECURITY FCR FUNDS 28 SECTION 9 THE USER' 5 PATIENTS 29 (a) Unconditional Obligation 29 (b) Prepayments 29 SECTION 10 ADDITIONAL PARITY BONDS 29E (a) Additional Bonds 29 (b) Amendments to Trust Indenture Unnecessary 31 SECTION 11 SPECIAL COVENANTS 31 (a) Installment Loan Payments Pledged to Bonds Only 31 (b) (c) erformanbce by Issuer 32 (d) Certain Modifications Prohibited 32 SECTION 12 BONDS ARE SPECIAL OBLIGATIONS 32 SECTION 13 AMENDMENTS 32 (a) (5) (c) (a) (e) (f) (g) Amendment with Consent of Owners of all Bonds Notice o£ Amendment Consent to Amendment Effect of Amendment consent of Bondholders Ownership of Bonds Amendments Without Consent 32 33 33 34 34 34 34 SECTION 14 ESTABLISHMENT OF CONSTRUCTION FUND 35 (a) Deposit of Bond Proceeds into nstructron Fund 35 (b) Investment of Money In Construction Fund 35 (c) Deposit of Accrued Interest, Income, and Profits 36 SECTION 15 PAYMENTS FROM CONSTRUCTION FUND 36 (a) Administrative OverheadExpenses and Other Costs 36 (b) Reimbursements for and Payment o£ Cost of Protect 36 (c) Reliance by Trustee 38 SECTION 16 SURPLUS CONSTRUCTION FUNDS 30 (a) Disposition of Surplus Funds (b) Draposltlon of Construction Fund upon Acceleration and Redemption 38 38 SECTION 17 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS PAGE 39 (a) Replacement Ponds 39 (b) Application for Substltute Bonds 39 (c) No Default Occurred 39 (d) Charge for Issuing Substitute Honda 39 (e) Authority for Isouing Substitute Bonds 40 SECTION 18 NO ARBITRAGE 40 SECTION 19 FINDINGS 40 SECTION 20 SALE OF THE BONDS 40 SECTION 21 TRUST INDENTURE qp TRUST INDENTURE BETWEEN CORPUS CHRISTI INDUSTRIALDEVELORDENT CORPORATION AND MSANK CORPUS CHRISTI, N A , TRUSTEE (MEDICAL PLAZA ASSOCIATES PROJECT) Psusuant to s under tills Trust I Chrasti Industriala Development Corporation has g ted a u sty Interest a and assigned to MBank CorpusChrasts, N5Aas Trustee, all of Its Interests 1 all "Installment Loan Payments" due pursuant to and under the "Loan Agreement Corpusntlusirsal Chrvsti I Development ure Reeon oaon and WMedacal Plaza A s 4enu Serves 1984 (Medical Plaza Associates Prslect) DEBTOR SECURED PARTY Corpus Chrvsti IndustrIal MBank Corpus Christi, N A Development C tion Trustee 302 South Shoreline 500 North Shoreline Blvd Corpus Chrasti, Texas 78408 Corpus Chrvatl, Texas 78401 JWR FINAL DRAFT 12/14/84 TABLE OF CONTENTS Inden- ture beos for convenience of refereThe Table of Contents os not a nce the Trust Inden- ceonlyart of � utPAGE Parties Recitals 1 Granting Clause ARTICLE 1 ACCEPTANCE OF TRUST ARTICLE 2. DEBT SERVICE FUND AND CONSTRUCTION FUND ARTICLE 3 NOTICE TO THE USER ¢ ARTICLE 4 ACCOUNTS AIM RECORDS (a) Separate Records to be Kept (b) Annual Report (c) Right to Inspect ARTICLE 5 ENFORCEMENT OF RIGHTS IN CASE OF DEFAULT (a) Appointment of Trustee and Rights of Holder (b) Control by Trustee (c) Events of Default (d) Declaration of Principal and Interest Due E (e) Enforcement by Trustee 9 (f) Remedies Non -Exclusive 10 (g) Halves of Defaults 10 (h) Doscretoon o£ Trustee (i) Application of Moneys 10 (3) Judicial Proceedings 12 (Y) Enforcement of Remedies Without Possession of Bonds 12 (1) n byMa3arity in Principal Amount of Bondholders 12 (m) Notice by Trustee 12 (n) Concurrence of Bondholders 13 (o) Default of Payments 13 (p) Notice to User and Guarantor £ Past DuPayments 13 (q) Letter ofCredit and Bankruptcy 13 PAGE ARTICLE 5 ENFORCEMENT OF RIGHTS IN CASE OF DEFAULT (CONTINUATION) 13 (r) Letter of Credit and Determination of Taxability 14 (s) Expiration of Letter o£ Credit 15 (t) Limitation of Liability 15 ARTICLE 6 CONCERNING THE TRUSTEE 16 (a) Not Accountable for Bond Proceeds 16 (b) Reliance by ThUfihee 16 (c) Compensation Trustee from Debt Fund 17 (d) td Service 17 (e) Advice 18 (f) Trustee December own Bonds 1e (g) 18 (h) Insurance 19 ARTICLE 7 SUCCESSOR TRUSTEE 19 (a) Resignation of Trustee 19 (b) Removal of Trustee 19 (c) Appointment of Successor Trustee 19 (d) Transfer to Successor Trustee 20 (e) Merger or Consolidation of Trustee 20 ARTICLE 8 RELEASE OF INDENTURE AND SATISFACTION OF INDEBTEDNESS 20 ARTICLE 9 AMENDMENTS 21 ARTICLE 10 MISCELLANEOUS PROVISIONS 21 (a) Acknowledgements and Ownership of Bonds 21 (b) Trustee December Require Proof of Ownership 22 (c) o£ Honaholders (a) £ cilia eonaa22 22 (e) Unciaimed Funds 22 (£) Rights of Parties 23 (9) Seuerabrlrty 23 (h) Lat., 23 (1) Release o£ Letter of Credit 23 ARTICLE 11 RECORDING 23 (a) Trustee to Record (b) Non -Encumbrance 23 23 ARTICLE 12 NOTICE TO TEXAS ECONOMIC DEVELOPMENT COMMISSION 24 ARTICLE 13 INDEMNIFICATION OF TRUSTEE 25 Execvbsen by the Issuer 25 Execution by the Trustee 26 Exhibit A A-1 TRUST INDENTURE THE STATE OF TEXAS CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION THIS TRUST INDENTURE, dated as of December 1, 1984, executed by and between Corpus Christi Industrial Development Corporation (the .Issuer.), oc'k, nonpro- fit industrialdevelopment I organized and existing under the laws of they corporation tofu Teras, including particularly the Development Corporation Acta of 1979, as amended (Article 5190 6, VATCS ) (the "Act"), and MBank Corpus Christi, N A national banking association duly organized and existing under the laws of the United States of America and Thang principal office an the City o£ Tet ss Tr Corpus Christi, , a Trustee (the "Trustee") WITNESSETH THAT WHEREAS, a "Loan Agreement between Corpus Christi IndustrialD velopment Corporation and Medical Plaza Associates., Ag ted as of December 1, 1984 (the .reement5 hasbeen duly executed between the Issuer and Medical Plaza Associates (the "User"), with the User being a partnership Staduly tecreated sand fully qualified to transact business in the WHEREAS, an fed copy of the Agreement has been filed with the Trustee, and WHEREAS, pursuant to the Agreement the Board of Direc- tors RE of the Issuer has duly adopted a "SOLUTION AUTHORIZ- O THE ISSUANCE O CORPUS C RISTI INDUSTRIAL DEVELOPMENT CORPORATION REVENUE B HE SERIES 1984 AND TEXECUTION OF RUST INDENTURE (MEDICALPLAZA ASSOCIATES PROJECT)", which, together with any amendment thereto, is hereinafter called and designated the "Initial Bond Resolution", and WHEREAS, the Initial Bond Resolution authorized the issuance CHRISTI STRIAL DEVELOPMENT PCIATIS 007900)EU BONDS, SERIES1984 (MEDICAL PLAZA ASSOCIATES PROJECT), In the aggregate principal a unt of $9,550,000, which together with any replacement bonds and any additional parity a bonds ("Additional Bonds") zed to be issued Initial B Resolution,arehereinafter collectively celled the Bond and WHEREAS, a certified copy of the Initial Bond Resolu- tion has been duly filed with the Trustee, and WHEREAS, pursuant to the Initial Bond Resolution, a certified copy of each resolution authorizing the Issuance of each series or issue of Additional Bonds shall be filed withthe Trustee prior to the delivery thereof, and WHEREAS, as used in this Trust Indenture the word "Bond Resolution.. shall mean and include collectively the Initial Bond Resolution (including the Trust Indenture prescribed and authorized to be executed in the Initial Bond Resolu- tion) and, when adopted and filed with the Trustee, each resolution authorizing the isstmnce of Additional Bonds together with any supplemental resolutions or amendments to such resolutions or the Trust Indenture, and WHEREAS, pursuant to the Agreement and the Bond Resolu- tion and subiect to the terms and pzpvisions thereof, the Bonds, the redemption premium, if any, agreed liquidated damages, If any, interest, penalties, reasonable costs and expenses, if any, required to be reimbursed to such Bondholders or former Bondholders in connection with Determination of Taxability as provided in the Bonds, and the Interest thereon, are and shall be payable from and secured by a first lien on and pledge of the payments designated .Installment Loan Payments'. to be made or paid, or caused to be made or paid, by the User and/or the Guar- antors (or its or their successors or assigns under certain circumstances) to the Trustee, and WHEREAS, the User and the Trustee have entered into a Deed of Trust and Security Agreement - Financing Statement dated as of December 1, 1984 (the "Deed of Trust.), providing further security for the payment of the Install- ment Goan Payments for the benefit of the owners of the Bonds, and WHEREAS, User as debtor and MBank Corpus Christi N.A , Trustee as Secured Party have entered into a Security Agreement 90009 50 of December 1, 1984, (the .Security Agreement") providing further security for the payment of the Installment Loan Payments for the benefit of the owners of the Bonds, and WHEREAS, the User shall have secured and delivered to the Trustee, for the benefit of the Bondholders, a letter of credit (the .Letter of Credit.) as described in the Bond Resolutoon, and WHEREAS, for purposes of this Trust Indenture, the definitions of terms in the Agreement, the Deed of Trust, the Security Agreement, and the Bond Resolution are hereby adopted, and the terms used herein shall have the same meanings as each terms are gl,en dm sold Agreement, Deed of 2 Trust, and Bond Resolution unless a different meaning is givenheresn, and WHEREAS, the Trustee has accepted the trusts created by this Trust Indenture, and In evidence thereof has joined in the executIonhereof, and WHEREAS, this Preamble constitutes an Integral part of this Trust Indenture NOW, THEREFORE, THIS TRUST INEENTURE WITNESSETH That the Issuer in consideration of the premises and the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Bonds by the owners thereof, and for other good and valuable considera- tion, the receipt of which is hereby acknowledged, and for the purpose of securing and providing for the payment of the principal of, redemption premium, if any, and interest on the Bonds at any time issued and outstanding, when due, agreed liquidated damages, if any, interest, penalties, reasonable costs and expenses, if any, required to be reimbursed to each Bondholder or former Bondholder In connection with a Determination of Taxability as provided in the Bonds, all fees and expenses of the Issuer, Trustee and Registrar, and the Paying Agents for the Bonds, and all other payments required to be made by the User under the Agreement and the Bond Resolution, has granted a security interest in, assigned, transferred, pledged, set over, and confirmed, and by these presents does grant a security Interest in, aesign, pledge, set over, and confirm unto the Trustee, and to its successor or successors in said trust, and to its or theil assigns, all and singulsi (1) all of Its right, title, and interest in and to the Installment Loan Payments as required and provided in the Agreement and the Bond Resolution, and (II) the Debt Service Fund and the Construction Fund created by the Initial Bond Resolution, upon, and sub3ect to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes herein- after enpressed, and the Issuer and the Trustee have agreed, and they hereby agree and covenant with the respective owners from tame to time of the Bonds, as follows, to -wit Article 1 ACCEPTANCE OF TRUST The Trustee hereby accepts the tiusts, duties, obligations, and requirements imposed on it by the Bond Resolution and this Trust Indenture, and agrees to carry out and perform, punctual), and effectively, such duties, obligations, and requirements for the benefit of the Issuer, the User, and the owners of the Bonds It Is further specifically agreed that (i) the Trustee will act as a Paying Agent for the Bonds at all 3 times whale a e s Trustee, (la) the T wall act the Bonds a all whilet a as Trustee, (aei £ a)the Trustee wit authenticate each of the Bonds by executang the Trustee's Certafacate of Authentication appearing oneach of the Bonds, s provided v the Bond Resolution, and at will so authenticate theOwhen requested by the Issuer, prior i the delivery of the sBonds, at and (iv)i such tthe T wallame and In such manner svrected ne Issuer, r thee Trust under the of Trust so long as It as the Trustee hereunder Article 2 DEBT SERVICE FUND AND CONSTRUCTION FUND The Debt 5e ce and the Construction F d by the InataalBond ResolutIon e hereby confirmed and estab- lished, espectavely,v ath the Trustee, and the Trustee agrees to hold, administer, deposit, secure, invest, and use Baia fundi an all respects as pnovidedsand required by the Agreement, he Bond Resplutvon, d his Trust Inden- ture Article 3 NOTICE TO THE USER AND DRAWS UNDER THE LETTER OF CREDIT (a) On each date upon which each Installment Loan Payment as required by each Bond Resolution o be deposited v theDebt Service Fund, the Trustee shall give telephonica the £a (co mad 1 wrItang by hand delivery or first class mall postage prepaid, a such address as the User shall from tame to tame designate and file an wrating with the Trustee), of the amount, of any, of each Installment Loan Payment required by each Bond Reaolutaon to be made bythe U o the Trustee and deposited by the Trustee into c ithe Debt Servv and o such date The written n shall give a braefstatement of the manner which the amount duescalculated, n ncludang a showing of all credits o v of a salable moneys an the Debt Servace Fund The£avlure of the Trustee to the U any such n shall not relieve the User o£ v condltaonal duty and obligation t tamely make all depose is or payments of Installment Loan Payments to the Trustee as required by the Agreement and each Bond Reaolutaon, and the Trustee shall Incur no lvabal- aty for the failure to give such notice (b) I£ at 12 00 noon on the date on whack the princapal of, or Interest on the Bonds as due and payable, whether by reasonof the stated maturity of such prvncapal or interest, declaration o£ a celeratacn, or call for redemption, there areoineduf idler restrained agate funds (whach ere not h purpose) legally ensthe Debt Bervvc Fund avallableshereunder to make such payment, the Trustee shall draw under the Letter of Credal on the date of such ansuffacaency to the minamum extent required a order to provide for the payment infull of such prancapal 4 of, and rnterest on such Bonds coming due on the date for such payment Article 4 ACCOUNTS AND RECORDS (a) Separate Records to be Kept The Trustee shall keep proper books of records and accounts, separate from all other records and accounts, In which complete and correct entries shall be made of all transactions relating to the installment Loan Payments, the Debt service Fund, and the Construction Fund (0) Annual Report Within 120 days after the anniver- sary date of this Trust Indenture, the Trustee will furnish to the issuer, and the User, and any olcler of anY cuLtstan- ang Bonds who may so request, a copy of a report by the Trustee coverang the year preceding such anniversarY date, showIng the followang Information (1) a detailed statement concerning the receapt and disposition of all Installment Loan Payments and the daspositIon of the amounts in the ConsirnctIon Fund (until the ConstructIon Fund shall have been fully disposed of) (2) an asset statement or balance sheet of the Debt Service Fund and of the ConstructIon Fund (ental the ConstructIon Fund shall have been fully disposed of) (c) Right to Inspect The Issuer, the User, and the owners of any Bonds shall have the right, at all reasonable times and upon reasonable notace, to inspect all records, accounts, and data of the Trustee relatang to the Debt Service Fund and the ConstructIon Fund Article 5 ENFORCEMENTOFRICHTS INCASE OFDEFAULT (a) Appoantment of the Trustee and Rights of the Holder The Trustee as hereby Irrevocably appointed the specaal agent and representatave of the owners of the Bonds and vested with full power in thear behalf to effect and enforce the Agreement, this Trust Indenture, and the Bond ResolutIon for their benefit as provided hereon and in the Bond Resolu- tion, but, subiect to the mandatory provisions of Artacle F(d), the owners of a magorIty an aggregate principal amount of the Bonds then outstanding, an case of any subsastIng Event of Default (hereinafter defaned) or of any other event entitling the Trustee to proceed hereunder, shall have the right from tame to tame to direct and control the Trustee an connectIon wath the enforcement of any of the p0000280000 02 the Agreement, thus Trust Indenture, and the Bond Resolu- tion, and any other proceedangs taken by virtue of any provislons of the aforesald Instruments, ancludang the raght to have wathdrawn and discontinued at any stage thereof any proceedings taken hereunder by the Trustee Anything contained In Chas Trust I the contrary notwath- ng d each £ any to e of actronenforcethepayment o£ allamounts duwith respectany Bond r owned by ham when after the se shall haae become due at the place, fromc the s and a in the m expressed an the Agreement, the Bond Resolu- Coon, 'Oils Trust Indenture,pded t right of actronshall aequent t e tame of warver of an Eoent o£Default rn the p of a amount o due ande such E ving o£ Default habeen remedaedand made good, as provided vn Article 5(g) (b) Control by Trustee Except a otherwise provided In this A vcle, ancludrng s crfrcal3Yss d (a) and (g) h with respect c to this Trust (shall be a sedc by the T and n of any e Bonds shall have Yanyrraght to anstrtute any suit,eaction r proceeding at law or equity f r the appointment of a receiver or for any other remedy hereunder or by reason hereof unless and v tai an dent tion to the Sllment off all other ondi hntills ost precedent specified Indenttre, the Trustee shall have recerved the written request of the o of not less thantsna i aggregate have been of owners Bands then o andang and shave have been doff red thereafter er neglected, atyt and shall have refused, o or prohereafter neglected, o institute such r h request and e a hereby declared Chat the tmaking o request and the furnishing o£ such vndenaty are an eacheme y own ons precedent the and enforcement by any o of any Bond of the the am at r medaes the Trustee hereunder and t the actoon tvr and maintenance ac by any o any Bond o any of for nder, but thenT of e r for any other remedy hereunder, but the Trustee may, oa errs fiatrleast, 5 when duly requested in want by the D hofe at least y25%ng a gate principal amount dem of the Bonds then o andvng and upon being furnished indemni- ty s ability shall, t against expenses, and laabrla ty oceed if enforceappropriateha by is of t pUse , end o otherwisevt enforce the cove- nants the eon, and the Issuer as the Trustee may deem expedient an the Interest of the owners of the Bonds (c) Events of Default Any o of the follow- ing a hall c route ano heneanafter shall be called an "Event of Defaults (1) the £aalure by the Issuer to make due and punctual payment of prancapal of, redemption p If any, and interest n the Bonds, whether payment I required at maturaiy or by call for redemption or 6 otherwise, ptovided, however, that if such failure shall arise other than by reason of a default by the User under the Bond Resolution and the Agreement, the contInuationof such failure for two days (2) the failure of the User to make or pay, or cause to be made or paid, any Installment Loan Payment, or any part thereof, when and to the extent due and requiredby the Agreement or the BondResolutIon (3) the dissolution or liquidation of the User, or a disposition of all or substantially all of the assets of User, or a sale of the Project by User, or a change In User's partners or their percentage partnership interest In User, In any manner not specifically arrthorasedby theAgreement (4) the failure by the User promptly to llft or suspend any executron, garnishment, or attachment of such consequence as will materially impair its abIlIty to carry out its obligations under the Agreement or the Bond Resolution, or failure of the User generally to pay its debts as they become due (5) the filing by the User of a voluntary petition in bankruptcy, or the commission by the User of any act of bankruptcy or entry of an order for relief of the User In a bankruptcy case of the User or. assignment bd the User of a substantial portion of its assets for the benefit of its creditors, or the entry by the User into an agreement of composition with its creditors, ot the entry of an order or decree applicable to the User in any proceeding for its reorganisation or arrangement In any proceedings Instituted under the provisions of any applicable federal or state bankruptcy statutes, Including the federal Bankruptcy Code, as they now exist or are hereafter amended or enacted (6) the User defaulting in the observance or performance of any other of its covenants, conditions, or obligations In the Bonds, the Agreement, the Bond Resolution, or this Trust Indenture, and the User not remedying such default within 30 days after written notice to do so has been received by the User from the Trustee or the owners of the Bonds, and the Truetee may serve such notrce, In ats discretion, or shall serve such notice at the written request of the owners of not less than 25°I in aggregate principal amount of the Bonds then outstanding 7 (7) receipt by the Trustee of notice from MBank n Carpus Christi, N A , of the o of an event of default under the Deed of Trustor the Security Agreement (8) receipt by the Trof notice from MBank Corpus Christi, N A , that the User has failed to make any payment due o any indebtedness o other Security (which term shall s a have the a meaning herein as the rity' as defined In theSecurities Act of 1933, as amended) held by MBank Corpus Christi, N A while MBank Corpus Christi N A is a Bondholder. (9)reipt by the Trustee of a written statement from aauthorized representativeof MBank Corpus Christi, NA c any successor Credit Bank (as defined an the Agreement) to the effect that such Bank wall not pay a properly drawn sight draft of the T upon presentment thereof together with all certificates required by and in conformity with the provisions of the Letter of Credit, or the failure of such Bank to respond affirmatively to written inquiry from the Trustee within 9dank off receipt Thereof conteroan theIntent suchpay a properly drawn draft of theTrustee iBa upon presentment thereof together with all certificates required by and conformity with the provisions of the Letter of Credit (10) receipt bytethe T o£ n MBink s from Corpus Christi, Aor anysuccessor Creditea that event ofdefault has occurredunder tderthe Reimbursement Agreement (11) receipt by the Trustee of n from Corpus Cas N t the User has defaultedInthe observanceperformance o£ obligations under the Bond Purchases Agreement dated a of December 1, 1984 between the purchasers described in Section 20 of the Bond Resolution and the User (deDeclaration principal and (1) happening ppening of an Event of Default, the Trmay, in Its discretion, orupon the written request o£theeo of at least 25% anaggregate principal a of the Bonds then outstanding, and upon being indemnified to the satis- factIon st the hall, by n in 'orating deliv- ered the Issuer ss and T declarethe p capal of all B then outstanding andthe Interest accrued thereon immediately due and payable, and such pri capal and inter- , together with any applicable agreed liquidated damages, and any applicable redemption premium, and any other amounts then die, shall thereupon become and be immediately due and 8 payable, nythvngithe the Agreement, the Bond Resolution, or this Trust Indenture to the contrary notwith- standing (2) Upon the happening of asEve o£ Default speci- fied an Article 5(c)(7), (8), (9), (10) or (11), the Trustee shall, by notice in writing delivered to the Issuer and the User, immediately declarethe principal of all Bonds then outstanding s and the interest accrued thereon immediately due and payable, and such principaland interest, together with any applicable agreed liquidated damages, and any applicable redemption premium, and any other a n due, shall n thereupon b m and be ime1latelym dusad payable, any- thing in theBonds, the Agreement, the Bond Resolution or this Trust Indenture to the contrary notwithstanding (3) In the event the Trustee declares the principal of all Bonds then outstanding and the interest accrued thereon mmediately due and payable accordance with Article r 5(d)(1) r (2), above, the Trustee shall promptly pay the principal of all Bonds then outstanding and the Interest accrued thereon through the date of payment, together with any applicable redemption premium, by drawing under the Letter Credit a ach when added t the amount the tSeri s s Fund 1 sufficient i make the foregoing payment in fullIf thes m amount which may be drawn under the Letter of Creditplusthe a unt 1 the Debt Service Fund s sufficient make the foregoing payment, the Trusteeshall draw the full amount which may be drawn under the L of Credit and pay the same the Bondholders 1 accordance with the last paragraph of Article 5(1) and then may pursue any other remedies which are described herein in accordance with the terms hereof or any other available remedy (e) Enforcement by T Subject t the mandator, provisions of A 5(d),�s upon the happening of an Event of Default, the Trustee may, an its discretion, o upon 900101he written request of the o of at least 25% v r aggregate principal amount of thew owners then outstanding, and upon being indemnified t the satisfaction of the Trustee, shall, take such appropriate action by 200110211 proceedings or otherwise t 10019e the Event of Default and/or to require the User or the Issuer carry o r s B their c and obligations underandwith respect the Bonds, the Agreement, the Bend Resolution, or this Trust Indenture, ncluding without limitation, the use and filing of actions for specific performance, and mandamus proceedings, in anY court of competent Iurisdiciion located in Nueces County, Texas, against the Issuer, its Board of Directors,and ItS officers, employees, and,or agents, and to obtain judgments against the User for any Installment Loan Payments due but 9 unpaid Into the Debt Service Fund, or for any other amounts ono Agre menu ndincludingr all amounts due uwith respect the Bonds then outstanding if declared due and payable as provided herein (f) Remedies Non -Exclusive No Trustee is remedy endedn to con- ferred exclusiveremedy or each and every asuch remedy shall l be cumulative r and d 00shall under in addition to eery other remedy given hereunder o under the Agreement, the Bonds or the Band Resolution, or now and hereafter existing at law or in equity or by statuteNo delay or omission to right or power accruing upon the happening Default aforesaid shall Impair £ any such avy Son Eventpower oo continuing be construed to be a of any such Event of Default o acquiescence therein nand every such right and power may be exercised n from time to time and so often as may be deemed expedient (g) Waiver o£ Defaults Sublect to the mandatory provisions of Aiticle 5(d), the Trustee may, and upon the written request of the owners of a majority in aggregate principal amount of the Bondsthen outstanding shall, waive any Event of Default hereunder and I sequences In case of any r such w Issuer, the D the Trustee andthe o of weaver, Bonds shall be red their former position and rights hereunder respectltely, but such waiver shall not ehtend to any subsequent or other Event of Default or Impair any right consequent thereon (h7Discretion of the event the Trustee r shall conflicting or n requests and indemnityfrom t groups of o of Bonds, each representing less than a majority of the aggregate principal amount of Bonds then outstanding, n anding, the Trustee v sole discretion may d rminewhat action, if any,shall be taken,oiw ithstanding any other provisions of this Trust Indenture (v) Application of Moneys Excepta hereinafter provided, all money collected by the Trustee pursuant to the exercise o£ the remedies and powers providedvthis Article, together with all o nwhich t maybe held by the under any provision of this Trust Indenture, the Agreement, or the Deed of Trust as security for the Bonds, shall he applied as follows FIRST to the payment of the c aand expensesa of the proceedings whereunder such m ney w collected, including a reasonable compensation to the Trustee, its 10 agents, attorneys, and all other necessary or proper expenses, lyabIlltres, and adrances ancurred or made by the Trustee under this Trust Indenture, and to the payment of all. taxes, assessments, and Irons superior to the lien of this Trust Indenture. SECOND to the payment of matured Interest on the Bonds, rncluding, to the extent legally permrssible, anterest thereon at the rate of IS% per annum from due date to date ofpaYmBBt THIRD to the payment of principal of, redemption PromrUB, if any, and agreed 110...slated damages, if any, reimbursement of Interest, penaltres, reasonable costs ane exPenaes, rf ahy, Incurred by the Bondholders or former Bondholders in connection wa.th a Determinatron of TaxabIlIty as set forth In the Bond, on the Bonds which have been called for redemption as permitted or required by the Bond Resolution or ha,e matured as provrded thereby, and Interest thereon, to the extent legally permrssable, at the c'ate of 15% per annum from the date of redemption or maturityto date ofpayment FOURTH to the payment of principal of the Bonds which have become due by virtue of the declaration of the Trustee pursuant to Artrole 5(0), and Interest thereon, to the extent legally permIssIble, at the rate of 15% per annum from the date declared due to date of payment FIFTH to the payment of the surplus, If any, to whomsoever may be lawfully entitled to recerve the a court of competent ,urisdrctron may Moneys collected by the Trustee by drawing on the Letter of Credit pursuant to Artrcle 5(d)(3) shall be applred only In accordance with paragraph FOURTH, above, and the remaander of thas paragraph If in makrng distrIbutron pursuant to the order above stated, the amount available for drstrIbutron In a partrcular classifIcation shall be InsuffIcrent to pay in full all of the rtems rn such classifIcatron, the amount avarlable for drstributron to Items In such classifacatIon shall be prorated among such Items In the proportron that the atmunt each item bears to the total of all such Items NotwIthstandIng anythrng contained In this Trust Indenture to the contrary, If the Trustee shall declare the principal of all Bonds then outstanding and the anterest accrued thereon immediately due and payable as the result of an Event of Default, or if the Bonds are to be redeemed as a whole pursuant to mandatory redemptaon provIslons provided In the Bond Resolution, or af 11 the User shall exercise any option to redeem the Bonds as a whole in accordance with their terms, any a v amounts remaining in the Construction Fund shall be deposited in the Debi Service Fund and applied by the Trustee as provided an this subse (j) Judicial Proceedings. In any judicial proceeding in which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing o the permittedsts of the by the court hating Jof urisdictionin uchepro- eeding, may, in its discretion, or upon the written request of the ownersof at least 25„ a aggregate principal a ant of the Bonds then outstanding, and upon being indemnified to the satisfaction of the Trustee, shall, v on behalf of the owners of the Bonds to assert the erights of such owners (k) Enforcement of Remedies Without Possession of Bonds All rights of action or other rights under this Trust Indenture or otherwise may be brought by the Trustee In its enforcednd may be by t Trustee o£ a without theexpress trust pssessionn of a ey o Bonds the production thereof on the trial or other proceedings velatave thereto (1)Direction by in Principal of Bondholders Subject to the mandatory prcuasions of Article 5(d), v sexpressly provided, that the o o£ n majority i aggregate principal amount of the Banda then outstanding,or a trepresenting, pursuant to written appointment filed with the Trustee, the owners of a majority In aggregate principal amount of the Bonds i outstanding, the any by h en ument o ted time, delivered to the Trustee,ra Instruments the xvethodeCof conducting all proceedings to be todirect in ectaon with the enforcement of the Trustee's rights and remedies under the Agreement o the rights of theowners of the Bonds or the Trustee's , rights a remedies underthe Bond Resolution and this Trust Indenture,and may exercise any right or perform any action hereunder, with the effect as the Trustee under Trust Indenture, prota beide,, that such direction shall not be otherwise than in accordance with the provisions of law and of this Trust Indenture, and provided that the Trustee shall be indemnifiedto its satisfaction (m) Notice B} Trustee The Trustee shall not be re - c glared to take n r be deemed to have notice of any default specified anthis Trust Indenture, except for those Events specified in Article 5(c)(1) (2), (7), (B), (9), (10), and (11), unless specifically notafled an writing o£ such default by the o of at least 25% 1n aggregate pia ncipal amount o£ the Bonds then outstanding (n) Concurrence of Bondholders In determanang whether the owners of a requisite aggregate pal amount o£ Bonds ou tandang have concurred in any request, de mantl, uthorazationdarectaon, notice, ent o weaver under r this Trust Indenture o the Bond Resolutvon,Bondso owned by c i for the account of the User or any person controlled by, ontrollvng, or under common control of the ll shall be disregarded and deemed not to be o iodine for the purpose of any such determanatvon, provided however, that for the purpose of determining whether the Trustee shall be protected In relying upon any such request, demand, authoraaat ion, direction, notice, consent,or Veonly Bonds of whack the Trustee has actual knowledge of such ownership shall be so disregarded (o) Default of Payments In the event of a default I the payment of any Installment Loan Payment, or In the per- formance of any agreement or covenant contalnedan the Bonds, the Agreement, the Bond Resolution, r thasTrust n Indenture, such payment and performance may be enforced by the Trusteeby mandamus,specafac performance, or by the appointment of a receiver (an equity with power to charge and collect installment Loan Payments)aaccordance with the Agreement, the Bond Resolution and thvsTrustIndenture (p) Notice to User and Issuer of Past Due Payments Pursuant to the Agreement, Installment Payments are to be paad by the Userdvrectlyto the Trustee In the event that any such payments not t melymade, the Trustee shall Immediately n iafy the User and the Issuer by meal at the addresses provided an the Agreement orby telephonic notace at with o m such notice by all, that payment has not been a made Such shall be deemed given at the time the mall v re<velor telephonic notice s (Javan, whichever as arlier Favlure of the Trustee to gave, or the User to receive, uch notice shall not relieve the User of a ior oblagataon under the Agreement, the a or this Trust Indenture and shall a weaver of any Event o£ Default under thisTrust constitute (q) Letter of Credit and Bankruptcy If, a of Indenture, tfor orelfef under G e Federal Bankruptcy Code, 11 II ofl petition for eet s� (the "Bankruptcy Code") s filed by o respect of the User, as debtor, within 91daysafter any payment by the Trustee of the principal of (and premium, of any) or inter- est on the initial series o£ Bonds (hereinafter referred to 13 as the "Series 1984 Bonds") (other than wath funds drawn under the Letter of Credit), the Trustee shall immedlately (1) draw under the Letter of Credit an amount equal to all such principal of and Interest on or an respect to any Seides 1984 Bonds so paad by the Trustee (other than such amounts having been previously pald %Lath funds drawnunder the Letter of Credit), and (2) file In the court In whIch the case commenced by such petition is pending an interpleader actIon, on behalf of the Bondholders to whom such payments of prancapal of or Interest on the Series 1984 Bonds was paid, anterpleadIng the Issuer, the User and the Credat Bank as to the proper disposition of such amount drawn under the Letter of Credit and agreeang to hold such amount at the dasposatIon of such court or to pay such amount Into court on the order of suchcourt Until such amount Is dIsbursed as herein provIded, such amount shall be held by the Trustee an trust for the benefit of the Bondholders on behalf of whom such amounts may be disbursed hereunder, any release of this Trust Indenture notwithstanding, and shall be Invested an accordance wxth section 7(9) of the Bond Resolution If an order is entered by a court of competent yurascliction, holdang that all or any portIon of such prancapal, if any, and Interest is an avoldable preference under Section 547 of the Bankruptcy Code and If such 000 00 201 004 not appealable or the perlod for appeal therefrom has expired wIthout appeal havIng been taken, or If such court otherwase orders all or any portion of the amount so held by the Trustee to be pald into such court, the Trustee shall expedatIously sell any Investments entered Into pursuant to Section 7(g) of the Bond Resolution and pay the proceeds of sale and any amounts so drawn and not invested into the court entering such order to the extent of the amounts ordered to be returned (pro rata for the account of such Bondholders) and the balance shall be returned to the Credit Bank, all subject to Article 6(g) If It as Instead so held that the Bondholders may retaan such payments of prancapal and Interest, or if all applicable statutes of 11mItatIon relating to Section 547 of the Bankruptcy Code shall have expired prior to the fIling of any suit or other proceeding to recover such payments of principal and anterest under such Section 547, the Trustee shall expeditiously sell any Investments entered Into pursuant to sectaon 7(0) of the Bond Resolution and dIsburse the proceeds of sale and any amounts so drawn and not Indested to the Credlt Bank, sut9ect to Article 6(g) (r) Letter of Credlt and DetermanatIon of Taxability On the date of a mandatory redemption of the Bonds as a 14 result of a Determination of Taxability as provided an the nidal Bondand 4 06(1) of the Agreement, the Trusteeion shall promptly the principal of allBonds then outstanding and the Interest accrued thereon through the date of redemption together with any applicable redemption premium, by drawing under the Letter of Credit a amount which when added to the amount an the Debt Service Fund is the maximum sufficient i unt wmake hich cma the foregoing drawny be p payment in full If tter of edit plusthe in Debt Service undthe er not sufficient to makes then foregoing payment the Trustee sshall draw the full among which may be drawn under the Letter of Credit and pay the same to the Bondholders an accordance ath Article 5(i) and then may pursue any other meddles whack are described herein accordance with he terms hereof or any other available remedy <o nc (s) Expiration of Letter of Credit On the date of a mandatory redemption of the bonds result of the expiration o£ the of as provided in the ial a Resolution and C 09(8) of ni Bond Trustee shall promptly pay the principal of all nB then o tstandang and the Interest accrued thereon throughthe dateofredemption, together with any applicable redemption premium, by drawing under the Letter of Credal a amount whack when added to the amount an the Debt Service Fund is su£facaent to make the foregoing payment In fun If theian the Debt Service Fund is not suffacaent T makemtheforegoang payment, the Trustee shall draw the full amount which may be drawn under the Letter of Credal and pay the same to the Bondholders in accordance Articlewath and then which a ecribed Wherein in maypursueaccordance with e remedies the terms hereof orsany other available remedy (t) Limitation of Liability Notwithstanding anything to the Resolution, contrary contaaned an than Trust Indenture, the Bond Agreement, the Deed of Ti ust, or the 9e un sty Agreement, User shall aevent beliable for a monetary Judgment (except with respect to a action brought by the Issuer or the Trustee against the User based on fraud or intentional mirepresentation) action brought by Indemnl£ved Party pursuant to Section 3 06 of the Agreement r the Trustee pursuant to Article 13, pr0vaded, however, the liability, if an i of each p the he U shall b o limited, p o 150; of each partners. a User in the e e o£ default under any of the aforementao ed It documents, t beang understood that the Issuer and/or the Trustee maylook only to the Letter of Credit or the security provided an theDeed of Security rity Agreement, o e any other security agreements ted User In connection with theLoan and the guarantee of any guarantors contained in any guaranty agreement o agreements executed ncludrng Agreement Trustee and the aahereindated as of December 11984 t enforce the payment of any indebtedness arising under the aforementioned documents Nothing contained in this paragraph (t) shall limit or impair the rights of the Credit Bank under the Reimbursement Agreement between the Credit Bank and the User dated as of December Agra my beunder ttReimbursement t ween the Credit theguarantors therein named, o shall be deemed to constitute a release or impairment of the indebtedness evidenced under any of the aforementioned documents, or of the lien of the Deed of Trust, the Security Agreement or any other security a ted by the shall preclude i ,, theTrusteeand/or the Credit Bank, their successor, and assigns, from foreclosing kthe Deed of Trust, eSecurity Agreement,s any other security agreement a of any default o event of defaultor from enforcing any of the other rights of the Issuer, T eand/or the Credit Bank (except as expressly limited In this paragraph (t) ) Article 6 CONCERNING THE TRUSTEE The Trustee accepts the trust imposed upon at by this Trust Indenture, but only upon and sublect to the following express terms and conditions (a) Not Accountable for Bond Proceeds In no event shall the Trustee be liable a cept for i gross negligence or willful misconduct i relation to its duties under this Trust Indenture and the Bond Resolution The Trustee shall i be responsible for any recitals herein,n the Bonds, s e Bond Resolution, the Agreement, or for thesufficiency ncy of the security for the BondsThe Trustee shall have n responsibIlity hereunder ax cept t the extent of the duties placed upon the Trusteeto hold, administer, deposit, est, and use the Debt Service Fund and the Construction Fund as expressly required by the Bond Resolu- tion, the extent funds for such purposes a received by the Trustee, and to performs the other expresso and agreements made by the Trustee under the prouva ons of covenants Trust Trust Indenture and the Bond Resolution (b) Reliance by Trustee The Trustee may rely shall be protected v acting as accordance with the provisions of this Trust Indenture and the Bond Resolution upon any notate, requisition, request, consent, certificate, order, affidavit, letter, telegram, o other paper or docunent belaeued by it o be genuine correct and t sent by the properperson or the T u any pperson as an ownerofeshall recognize Bonds or to take any actionat his 16 request, unless the Bond or Bonds owned by such owner of Bonds shall be deposited with the Trustee, be registered In the naeof such o n the Bond Regastrataon Books kept by the Trustee or submatted toot for anspectaon Any actIon Taken by the Trustee pursuantt this Trust Indenture upon the request or authoraty o consent of any person who, at the time of making such request, or giving such authority or ant,s the o e of any Bond secured hereby, shall be c nclusave and banding upon all futuree o of the same tand and of Bonds issued an exchange thereforor in place hereof (c)Compensation of Trustee from Debt Service Fund There shall be from the Debt Service Fund the Trustee's reasonable compensation, and als reasonable expenses, ad- sd fees of i counsel,engineers, othere and 1 llabilvties > reda and nabout the cation of the trusts hereby created and the exercose and performance of the powers and duties of the Trustee here- under (except lrabalataes Incurred a result of the gross a lgence willful misconduct t waded on or Bond R solution), d the Trustee, able cost r as and expenses, Including ecounsel fees,, of defending against liabilities. (d) :malted Responsabrllties The responsibllataes of the Trustee elsewhere set forth hereon shall be further limited as follows. FIRST the Trustee shall not be liable with respect to any action taken or omitted to be taken by it n good faith an aCcordance with a direction of the owners of Bonds pursuant to any provision of thas Trust Indenture relating to the method, and place o£ p onductang a proceeding for anyr medy a aolable t the Trustee, or erercasang , any trust or power conferred upon the Trustee, undel this Trust Indenture SECONDno ooTrust Indenture shall r Trustee e(1)t endo ask Its own funds or otherwiseincur any financial loabllvty in the performance of any ofits duties hereunder,or an the exercise of any of its rights or powers, of It shall have reasonatde grounds for behaving that repayment of such f adequate 3 Ity a ask o loab takes any sos not whether or assured- ted It,nor ntr take such nnbya the o of Bonds,t pursuant to this Trust Indenture, whlchw am the Iudgment of the Trustee would onflact with any rule o£ law, or wath the terms o£ tilos the so wouldb s u toy reado to i owners Indenture, not Bonds iaxvngpart such direction When acting pursuant to the direction of any augers of Bonds pursuant to this Trust Indenture, the Trustee may take other action deemed proper by the Trustee which is not i with such a provided, however, that inconsistent it subparagraph shall impose any terms or responsibilities upon theuand shall be construed to limit the effect of esubparagraph FIRST of this paragraph (0) (e) Advice The Trustee may act upon the professional 0,31I110I1 or advice of any legal counsel, engineer, accountant, other expert, nably believed by the Trusteeto be qualified In relation to the sublect matter, whether retained by the Trustee, the User, the Issuer o otherwise, and the Trustee shallo not be responsible for anything suffered or done or not done by at an good faith an accordance with any such opinion or advice (£) Trustee May own Bonds Excepta prohibited by law, the Trustee may became the o of any of the Bonds secured by this Trust Indenture with the same rights which it would have if 1t were not the Trustee, and nothing herein contained shall be cTrustee, ued to prohibit the either a principal o agent, from engaging v e r being i ested in any financial o other transaction with the Issuer or the User or from acting as depository, trustee, or agent for any committee r body of owners of the Bonds o£ other oblige - tarns of the Issuer as freely as of at were not the Trustee (g) Fees The Issuer has agreed with the User n the Agreement and the Bond Resolution provides that, aspart of the Installment Loan Payments the User shall pay to the Trustee charges for performing the duties of Trustee, Registrar, Its and Paying Agent for the Bonds as set forth i its "Schedule of Fees for S Trustee and/orPaying Agent," attached hereto as Exhibit A, the same is from time to time amended It is agreed by the Trustee that the User may, without causing creating a default or Event of Default hereunder, au o contest in such faith (and old of the tedu til contest payment resolved) the reasonableness ofany change in the foregoing charges foieany charges for extraordinary serrices till such contest as solved, provided however, thatin the event the nableness o£ the charges is �ng, able attorney's feesof contested rhe prevailingparL party may be adludged against the other party, and piovaded, further, that v thee event the charges are adjudged as reasonable, the User shall pay t the Trustee interest on such charges at the rate of 15% per annum All payments due the Trustee for such charges, fees, or expenses shall be paid by the User and no such charges, 18 fees, or expenses shall be charged agaanst or be payable by the Issuer, except the anatial fees and expenses of the Trustee whach are pa.' as part of the costs of Issuance of the Bonds (h) Insurance The Trustee shall have no oblygatIon or duty as respects any insurance to be maintalned by the Useron the Prooect Astable 7 SUCCESSOR TRUSTEE (a) ResagnatIon of Trustee The Trustee at the time actang hereunder may at any tame resygn and be dascharged from all trusts created by [has Trust Indenture by gyvang not less than 60 days wrytten notace to the Issuer, the User, and to any owners of Bonds as shown on the Bond RegastratIon Books and any other last of owners of Bonds kept by the Trustee, and such resagnatIon shall take effect upon the appointment of a temporary Trustee or a successor Trustee by the owners of Bonds or by the Issuer asherelnafterprovaded (b) Removal of Trustee The Trustee may be discharged and removed at any tame by an Instrument or concurrent Instruments In wrytIng, delryered to the Trustee and to the Issuer, and sygned by the odners of a maEoryty 111 aggregate prIncybal amount ofthe then outstandang Bonds (c) Appoantment of Successor Trustee In case the Trustee hereunder shall resagn or be removed, tar be dassolved, or shall be In course of dassolutIon or laguldatIon, or otherwyse become incapable of actIng hereunder% or an case the Trustee shall be taken under the control of any publmc officer or officers, or of a rezeiter appornted by a court, a successor may be appointed by the owners of a smooryty In aggregate prancapal amount of the then outstandang Bonds by an anstruzmnt or concurrent Instruments in wratyng, sygned by such owners of Bonds, or by the), attorneys an fact duly authorized In wrstIng, and delavered to the Issuer, provaded, nevertheless, that in any such event the Issuer by an Instrument executed by authority of a resolutaon of Its Board of DIrectors and signed by the Prestdent and by the Secretary of such Board, may appoant a temporary TrUstee to fill such vacancy untyl a successor Trustee shall be appointed by the owners of Bonds in the manner above provided, and any such temporary Trustee so appointed by the Issuer shall Immedlately and wythout further act be superseded by tne Trustee so appoanted by such ownerx of Bonds_ Every such successor or temporary Trustee shall be a trust company or bank an 900d standing located In Corpus Chrastr, Texas, and havang a retrial and surplus of not less than Twenty -Floe Mallyon Dollars ($25,000,000), If there be such a trust companY no bank wallang, guallfled, and able to accept the trust upon 19 reasonable andc ustomary terms In the that no appointment of temporaryTrustee shall be made pursuant to the foregoing provisions of this Article within 60 days after the Trustee glues written notice o£ eaignatlon or the Trustee Is removed, any o of Bonds o any r r lring Trustee may applyto any court of competent lurradiction inNueces County, Texas for the appointment o successor Trustee, and such c may thereupon, after v such n m If any, as it shall deproper, prescribe or appoint asuccessor Trustee (d) Transfer to Successor Trustee Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to Its predecessor, thes and the User, , anstrument v wung accepting suchappointment hereunder, andthereupon such successor Trustee, without any further r deed, o conveyance, shall become fully vested with all the estates, rvghts, powers, trusts, duties, and obligations hereunder of Its predecessor, buts uch predecessor shall nevertheless, on the w requestof the Issuer, execute anddeliver an Instrument nsferring suchsuccessor Trustee all of the estates,Ights, powers, and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and m ney held by rt to cts successor, provided, however,that before any such delivery isrequired or made, all reasonable, customary, and legally accrued fees, advances, and expensesof such predecessor Trustee shall b , aid 1n full Should any deed, a e or instrument i ag from the Issuerbe required by any successor Trustee form a fully and c t certainly v ung in such t Trustee the e nights, powers, and dutleshereby vested o intended s tobe tested in the predecessor Trustee, any a h deeds, shall, on request, sbe executed,, and and delivered by the IIssuer (e) Merger or Consolldatlon of Trustee Any corpora- tion o anon Into whvch the Trustee,any sac o it intheted by thus Trust Indenture, may successor merged or r ted o with whvch i any successor may be consolidated, any corporation or associatron sultan from any merger,orsolvdatvon to whvch the Trustee o s any successor It shall be a party, shall be the r Trustee under thus Trust Indenture without the necessrty of the a £11100 the par any the parties hereto anything herein to the contrary notwwithat nding Article 8 RELEASE OF INDENTURE AND SATISFACTION OF INDEBTEDNESS If, when the Bonds shall have become due and payablevaccordance with theirterms re as provided in this Trust Indenture orshall hat a been duly 20 called for redemption, and the whole a unt of the princi- pal, redemption premium, 1f any, and the v est so due and payable upon all of the Bonds, and the agreed liquidated damages, If any, and interest, penalties, r nable costs sadexpenses, if any, required to be reimbursed i n - tvon with a Determination of Taxability as provrdedcinthe Bonds, with respect to the Bonds then due, shall be pard, o sufficient money shall be held by the Trustee for such provision shall also be made purpose,0000and pyable and/or under for paying and/or the Bond Resolution hereunder the User, then andinAgreement case all right, title, and interest oftheTrustee in these presents and the estate and rights hereby granted shall thereupon cease, determine, and become void, and the Trustee In such c shall release this T and shall execute s documents to such le r evidence s may b reasonably required bytthe and the Guarantors, and shall turn over any surplus funds held by at to whomsoever may then be entitled pursuant to the Bond Resolution, the Agreement, or by law to receive thesame, and thereupon this T shallterminate and be of no effect, provided, thatuntil the Bonds sare finally paid, the Trustee shall continue to a as Paying Agent and Regis- trar for the Bonds, and provaded,further, that the provi- sions of Article 13 hereof shall survive the release of this Trust Indenture AMENDMENTS This Trust Indenture may be ended only a provided in Section 13 o the Bond Resolu- tion, solu- pursprovided, oer, that Additional Bonds may be Issued uant t the Bond Resolution as provided therein, and be secured by this Trust Indenture without the necessity o£ amending or sapplement ng this Trust Indenture Article 10 MISCELLANEOUS PROVISIONS (a) Acknowl- edgments and Ownership of Bonds Any request, direction, i Other instrument required by this Trust Inden- ture O besigned or executed by owners of Bonds may be v ye number o£ c of similar tenor may bes signed o executed owners by such of Bands inperson or by an agent appointed in writingProof o£ the a of any instrument, o of the writing appointing such x agent, 0 and of the ownership of the Bonds, if made in the following shall be sufficient for any purpose of this Trust Indenture and shall be conclusive in favor of the Trustee With regard to any action taken by it under such instrement (i) the fact, date, and due avthorisatvon of the executicn by any person of any such Instrument may be proved by the certificate of any officer in any luris- diciion, wto, by the laws thereof, has power to take acknowledgments within such lurisdiction to the effect 21 that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to suchexecution (1 t) the fact of the owning o£ the Bonds by any owner hereof, the amount and numbers of such Bonds, andthe date of his awning g samemay be proved by the appropriate entries n the Bond Registration Books maintainede by the T Registrar The Trustee maconclusively e a ass that such ownership c ued until writtenice assume thecontrary is served d uponnthe Trustee. (b) Trustee May Require Proof of ownership. Nothing contained in this Article shall be construed as limiting the Trustee to the proof hereinabove specified, it being intend- ed that the T ecept any other evidence of the matters herein si ted which it may deem sufficient In thec) Consent of Bond Resolution, Bondahyl rerrssestonUnlesotherwiseanyown er o£ a shall bind every future owner consent seno of the s respect of anything done by the Trustee In pursuanceofn such request orc e ns In the a of the dissolution of the Issuer, allof the covenants,, stipulations, promises, and agreements in this Trust Indenture contained by, an behalf of, or for the benefit of the Issuer, shall bind o the benefit, of the successor or successorsthe inure £ e and anyofficer,board, or o£ Issuer whom ortoto any power or duty affecting rsuch covenants, i, stipulations, promises, and agreements shall be transferred by or in accordance with law rated for ival of paymentV Valid B shall not be press t Bonds If a al Bond becomes d either a maturity o aththe data fixed for redemption thereof or otherwise, all when of the Issuer and the User to the owners thereof and to the Trustee for the payment of such Bond shall forthwith cease, determine, and be completely discharged whenever funds sufficient to pay such Bond shall be paid toee by the User, and such funds shall be segregated by a theTrustee and held in trust for the benefit of the owners of such Bond, who shall thereafter be restricted exclusively to such funds for the satisfaction of any claim of whatever nature on their part relating to such Bond Trustee IntrustdfFunds the Any money y dposited with the redemption payment f the principal f, premiumif any, agreed liquidated damages, if any, interest, penalties, r able c and e f any, required to be reimbursed In connection with a 22 Determvnation of T xabllaty as provided in the Bonds, or Interest on any Band and remalnong unclavmed for s x years after such prancepal of, redemptvon premvum, of any, agreed liquidated damages, of any, Interest, penalties, reasonable costs and expenses, v£ any, required to be reimbursed r connectoon c vih a of T balaty, oInterest suchon Bond has becomerdue aand npayable shall be paid tothe User, provided, however, that before the Trustee shall be required to make any such repayment, the Trustee may at the expense of the User c e to be published at least once, a financial newspaper, Journal, or publication o£ general coroulatIon on the State si of Texas, a that such money remaons nclavmed and that, after adatespecifved thereon, whlchshall not be less than 30 days from the date of such publocatvon, any unclaomed balance of suchmoney then o a ang wvll be eepavd to the Us After the payment of such unclavmed moneys to the User, the owner of such Bond shall thereafter o look only the Userfor the payment thereof, and all lvabvlvty of the Trustee with respect to such money shall thereupon cease (£) Rights of Parties Except as hereon otherwise expressly ptovoded, nothvng in this Trust Indenture express- ed oramplved vs intended o t shall be construed t confer upon any person, farm, or corporatIon other than theUser, the Issuer, the Trustee and the o of Bonds, any right, remedy, o claim, legal o equitable, under or by reason of thus Trust Indenture or any covenant, condotvon, or strpul tion contained hereon (g) rability In any o of the Beve case one or more provisions of than Tma t Indenture or of the Bonds shall be I held to be talld neffectato any person or the remainder thereof nd the saon o£ such prou inion tpersons o circumstances otherer than those as to which rt os heldInvalid shall not be affected thereby (h) Law The obllgato ons under thea Trust Indenture shall be performed and enforced on Nueces County, Texas, and the validity, InterpretatIon, and performance of thus Trust Indenture shall be g ierned by the laws of the State of Texas (1) Release of Letter of Credit The Trustee shall release the Letter of Crudot the C Bank only when the Letter o£ Credit has erpired by its terms Article 11 RECORDING (a) Issuer and Trustee to Record The Issuer shall cause the Agreement and this Trust Indenture to be £vied In bbs 00aform C vol Code z ovds o£ the Secretary of State of Te<as to establish vnr tri y 23 the 1 en o£ thus Trust Indenture The Trustee shall (1) cause each amendment and supplement to the Agreement or this Trust Indenture, and any memorandum, £ananng statement, o continuatron statement with respect to such instruments to be£sled, registered, and recorded and be refiled, reregistered, and rerecorded n such manner to and in such order s to may be required byn any present or £ut a law in this Trust Indenture and to o publish notrce of and fully to a protect the prof of the rl ghts and s cu publish owh otice f d and rvty o£ the owners of the Bands a d the rights of the Trustee under the Agreement, the Bond ausolu- and ihrs Trust Sto tante and (2) perform o be , and execute x from time l any usse other a d end by and e and file tan, au to be executed n fvl bd any ec and all cInstruments hul of or cause assurance, thatThmay be nart' for such estedc by t and protection n a Issuer shall, when s requested by the Trustee, all such protect, or preserve statements ethe inte ests assvgned necessaryL to the aTrustee under than Trust Indenture The Trustee may obtain an opinron of counsel with respect to any actions or documents that may be £equated by this Article 11 Any act performed r documents obtained or prepared by the Trustee In reliance upon such opinion of counsel shall be deemed satIsfactory performance by p the Trustee of Its oblagatvons under thus opanlonArtrcle with respect to the matters covered by such an (b) Non -Encumbrance Thrs Trust Indenture rs, and way ell be kept, a Installment Loan Payments, btu Servicerrty r Fund, nthe , and the Construction Fund, and the Issuersnar wall not create o suffer to be created any leen prror to a parity with p the lien of this Trust Indenture r any part thereof Artrole 12 NOTICE TO TEXAS ECONOMIC DEVELOPMENT COMMISSION If the User foals to t melt' make or pay any Installment Loan Payment, or upon receiving notice that a Determanataon of Taxability has occurred, or If the Trustee IS notified by the Internal Revenue Service that the Inter- est on the Bonds Ss,£ may be, subject t0 federal Income nation, the Trusteepromptly shall Inform the Texas Ecanomge Development Commission of suchancurrent by sending written notate to the following address occurrence, Texas Om c Development Commassaon Attention Executrve Dbettor 410 East FI£th Street Box 12]28, Capitol Station Austen, Teras 78811 24 or the latest address specified by sand Commission in wanting Article 13 INDEMNIFICATION OF TRUSTEE The Trustee shall be indemnified by the User for, and shall be held harmless by the User against, any loss, liability or expense Incurred by the Trustee without gross neulluence or willful rrasconduct on the Dart of the Tout rustee, of or in connectIon of thas trust or the performance acceptance r of Its duties and oblagataons hereunder, ncludang without lamatatvon the costs and expenses of defending itself against any claim of laabilaty WITNESSIN WHEREOF, the Issuer acting through Its Board of D , has caused this Trust Indenture to be executed an multapleac each of whvch shall be c sadered an raganal forallpurposes,and for and o Its obehalf, by the Presidenof i such s Board and attested by the Secretary of such Board, and its corporate seal to be hereto affixed, and the Trustee, to eoldence Its acceptance of the i e a hereby created and v a ted vn it, h sed than T Indenture toc be executed in multiple counter- parts, tparts, each of whvch shall be c n svdered a rvglnal forall ns purposes, behalf by o s o£ Vace Presvdenis, attested by one of Its Trust O££vicers,and atcorporate seal to be hereunto afflaed, all as of the date£Irsi above wrItten CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION By Pres -dent, Board of Directors ATTEST Secretary, Board of Directors (SEAL) 25 MBANR CORPUS CHRISTI, N A , TRUSTEE By ATTEST (SEAL) 26 EXHIBIT A SCHEDULE OF FEES TRUSTEE UNDER CORPORATE BOND ISSUE ACCEPTANCE CHARGE $1,000 on the first $1 mallaon $500 per $1 mallaon on the next 54011110n $350 per $1 mallaon on the next $10 million $200 per $1 mallaon on the remainder Our minimum acceptance charge is $2,500 ANNUAL ADMINIsTRATIONCHARGE $300 per $1 mallaon on the first $5 m1111on $200 per $1 million on the next $5 mallaon $100 per $1 mallaon on the remainder The mvnamam ch ge as $1,500 PAYMENT OF BONDS The charge as 02 00 per bond pard PAYMENT OF INTEREST COUPONS The charge as 15 cents per coupon paid CUSTODY OF COLLATERAL The annual charge for holding stock as collateral 10 $50 00 per 510011110n The annual charge for holding bonds or debentures as $100 00 per $10 million One 10 15001 charge for holding mortgages as collateral as $2 00 per mortgage file RECONVEYANCE, CANCELLATION OR CLOSING The compensation of the trustee '2 38 t less than 10 of 1B of the uthorimedissue(00020 rve f bonds prevrously retired) path a manrmum charge of $100 OD A-1 OUT-OF-POCKET EXPENSE The trustee or agent is entitled to reimbursement for amounts spent for postage,na for shipment of registered mail feeand o federal surcharges, stationery andenvelopes, special checksbinders, transfer expenses and other miscellaneous out-of-pocket expenses EXTRAORDINARY SERVICE OR SERVICES extraordinaryFor the has aservices not specifically mentioned above, charges will be based appraisaof the services performed A-2 Corpus Christi, Texas �/ /0` --day of ,p ,ri, 198A TO THE MEMBERS OF THE CITY COUNCIL Carpus Christi, Texas For the reasonsset forth in the emergency clause of the foregoing ordinance or resolution, emergency exists requlnng suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings, I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolutson finally on the date it is introduced, or at the present meeting of the City Council Respectfully, Respectfully, Council Members MAYOR x // THE CI OF CORPUS CHRISTI, TEXAS The above ordinance was passe./ Luther Jones /' • Betty N Turner / David Berlanga, Sr. Welder Brawn de Leo Guerrero //z Or. Charles W. Kennedy Joe McComb /i Frank Mendez Mary Pat Slavik by the following vote. 18603