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• • <br />1~~ <br />u <br />Assignment of Rents and Financing Statement, dated as of November 1, <br />1982 (the "Mortgage"), from the User to Edward H. LaPiair, as mortgage <br />trustee, for the benefit of the Corporation, which was presented to the <br />Board, the form, terms and provisions thereof being hereby authorized <br />and approved. <br />4. The assignment of the Corporation's rights under the Mortgage <br />to the Trustee for the benefit of the holders of the Bonds shall be <br />effected pursuant to the terms and provisions of a collateral assignment <br />and security agreement substantially in the form of the Collateral <br />Assignment and Security Agreement, dated as of November 1, 1982 (the <br />"Assignment"), from the Corporation to the Trustee, which was presented <br />to the Board, the form, terms and provisions of such Assignment being <br />hereby authorized and approved, and the President and any Vice President <br />of the Corporation are hereby severally authorized and directed to <br />execute and deliver such Assignment on behalf of the Corporation, and <br />the Secretary of the Corporation is hereby authorized to attest and <br />affix the Corporation's seal thereto, with such changes therein as the <br />officers executing the same may approve, such approval to be con- <br />clusively evidenced by such execution thereof. <br />5. The sale and delivery of the Bonds by the Corporation to <br />Cullen Center Bank & Trust (the "Purchaser"), at the par value thereof, <br />• is hereby authorized and approved. <br />6. The actions and obligations authorized in Paragraphs 1 through <br />5 of this resolution shall be subject to and conditioned upon the <br />receipt by the Corporation, on th'e date of delivery and payment for the <br />Bonds (the "Closing Date"), of (i) a letter of representation from the <br />User, duly authorized and executed by the User, dated the Closing Date, <br />substantially in the form of the Letter of Representation (the "Letter <br />of Representation"), which was presented to the Board, the form, terms <br />and provisions of such Letter of Representation being hereby authorized <br />and approved and the President and any Vice President of the Corporation <br />are hereby severally authorized to signify the Corporation's acceptance <br />and confirmation of such Letter of Representation by executing the same <br />on behalf of the Corporation in multiple counterparts; (ii) an invest- <br />ment letter, duly authorized and executed by the Purchaser, dated the <br />Closing Date, substantially in the form of the Investment Letter (the <br />"Investment Letter"), which was presented to the Board, the form, terms <br />and provisions of such Investment Letter being hereby authorized and <br />approved; (iii) a certificate from a representative of the Texas Indus- <br />trial Commission (the "Commission"), acting on behalf of the Commission, <br />evidencing final approval of the Loan Agreement; (iv) the purchase price <br />for the Bonds; and (v) such opinions, evidences, certificates, instru- <br />ments or other documents as shall be requested by the Corporation's <br />• <br />-3- <br />