Agenda - 11-16-1993 - VIII-A (2)

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ll • pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge on any of the properties, revenues or income or which might impair the security of the Bonds or the use of Net Revenues or other legally available funds to pay the principal of the Bonds;provided, however, that nothing in this covenant shall require the Corporation to make any such payment so long as the Corporation in good faith shall contest the validity of the payment. Section 7.07. Books and Accounts; Financial Statements. The Corporation covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Project and any Improvements and the Revenues relating to the Project and any Improvements. The Corporation(i) will prepare within 180 days after the close of each of its Fiscal Years complete financial statements for the year, in reasonable detail covering the Revenues, (ii) will furnish, as soon as it is available to the Corporation, an opinion of a nationally recognized firm of independent certified public accountants appointed by the Corporation as to the financial statements, and (iii) will furnish a copy of such statements and opinion to the Trustee and, on written request, to any Bondowner. Section 7.08. Eminent Domain Proceeds. The Corporation covenants and agrees that if all or any part of the Project should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, it shall either (i) deposit the net proceeds in the Bond Fund or (ii) apply the net proceeds to Improvements. Section 7.09. Performance of Covenants by Corporation; Authority; Due Execution. The Corporation covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed,authenticated and delivered hereunder and in all of its proceedings pertaining hereto. The Corporation covenants that it is duly authorized under the constitution and laws of the State, including particularly the Act, to cause the Bonds to be issued and delivered and to execute this Indenture. The Corporation further covenants that all action on its part for the execution and delivery of this Indenture and the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Owners thereof are and will be valid and enforceable according to the terms thereof and hereof. Section 7.10. Recording and Filing; Instruments of Further Assurance. The Corporation covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as may reasonably be required for the better assuring, transferring, pledging, assigning and confirming to the Trustee all and singular the rights assigned hereby and the amounts pledged hereby to the payment of the principal and premium, if any, and interest evidenced by the Bonds. Section 7.11. Recording and Filing;Further Instruments. The Trustee will cause to be filed all financing statements related to this Indenture and all supplements hereto, and such other documents as may be, in the opinion of counsel acceptable to the Trustee, necessary to be kept and filed in such manner and in such places as may be required by law in order to preserve and protect fully the security of the Owners and the rights of the Trustee hereunder. The Corporation will, on the reasonable request of the Trustee, execute and deliver such further instruments and take such further action as may be reasonable and as may be required to effectuate the purposes of this Indenture. Section 7.12. No Disposition of Trust Estate. Except as permitted by this Indenture, the • Corporation will not sell, lease, pledge, assign or otherwise encumber or dispose of its interest in the 25