Title 5, Government Operations

The Government shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues or other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture …

The Government represents and warrants that it is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge the Revenues and other assets purported to be pledged under this Indenture in the manner and to the extent provided in this Indentur…

The Government shall, from time to time, duly pay and discharge, or cause to be paid and discharged, any property taxes, assessments or other governmental charges that may be lawfully imposed upon the Revenues or other assets pledged or assigned under this Indenture, when the sam…

The Government shall at all times keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made of all transactions relating to the proceeds of Bonds, the Revenues, and all funds and accounts established pursuant to this Indent…

The Government shall at all times use its best efforts to maintain the powers, functions, duties and obligations now reposed in it pursuant to law, and will not at any time voluntarily do, suffer or permit any act or thing the effect of which would be to hinder, delay or imperil …

The Government and the Trustee hereby covenant and agree that they will comply with and carry out all of the provisions of that certain Continuing Disclosure Agreement between the Government and the Trustee dated the date of issuance and delivery of the 1997 Series A Bonds, as or…

(A) The Government shall not use or permit the use of any proceeds of the 1997 Series A Bonds or any other funds of the Government, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the Government in a…

The Government shall faithfully observe and perform all the covenants, conditions and requirements of this Indenture, shall not issue any Bonds in any manner other than in accordance with this Indenture, and shall not take any action that would permit any default to occur hereund…

The Government shall impose, levy, enforce and collect Hotel Room Taxes (or may, in its sole and absolute discretion, but shall not be obligated to, pay into the Revenue Fund moneys from any other source) in an aggregate amount within each Bond Year at least sufficient to pay and…

The Government shall file with the Trustee, the Depositary and each Credit Provider, on or before the day on which the 1997 Series A Bonds are issued, a budget setting forth the estimated amounts required to be transferred by the Trustee pursuant to subsections _______(c)(1) and …

The Government shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bon…

The Government will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the…

(A) default by the Government in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise; default by the G…

If an Event of Default shall occur, then, and in each and every such case during the continuance of such Event of Default, the Trustee or the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled, upon notice in w…

If an Event of Default shall occur and be continuing, all Revenues and any other funds (except the Construction Fund and the Rebate Fund) then held or thereafter received by the Trustee or Depositary under any of the provisions of this Indenture (subject to § 11.10) shall be unde…

The Trustee is hereby appointed (and the successive respective Holders of the Bands, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Holders of the Bonds for the purpose of exerc…

Anything in this Indenture to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the metho…

No Holder of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Act or any other applicable law with respect to such Bond. unless (A) such Holder shall h…

Nothing in § 7.06 or in any other provision of this indenture, or in the Bonds, contained shall affect or impair the obligation of the Government, which is absolute and unconditional, to pay the principal or Redemption Price of and interest on the Bonds to the respective Holders …

In case any proceedings taken by the Trustee or any one or more Bondholders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Bondholders, then in every such case the Governmen…

No remedy herein conferred upon or reserved to the Trustee or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given her…

No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power arising upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every…

(A) The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture for it to perform. The Trustee shall, during the existence of any E…

Subject to the terms of any contract with the Trustee, Depositary or Registrar, as the case may be, the Government shall pay to the Trustee, the Depositary and the Registrar from time to time reasonable compensation for all services rendered under this Indenture, and also all rea…

The recitals of facts herein and in the Bonds contained shall be taken as statements of the Government, and neither the Trustee nor the Depositary nor the Registrar assumes any responsibility for the correctness of the same, or makes any representations as to the validity or suff…

Any Fiduciary shall be protected in acting upon any notice, resolution, request, consent, order, certificate, requisition, statement, report, opinion, bond or other paper or document believed to be genuine and to have been signed or presented by the proper party or parties. Any F…

All documents received by any Fiduciary under the provisions of this Indenture shah be retained in its possession and shall be subject at all reasonable times to the inspection of the Government and any Bondholder, and their agents and representatives duly authorized in writing, …

The Government may at any time or from time to time appoint one or more Paying Agents, in addition to the Trustee, for the purpose of paying the principal or Redemption Price of and the interest on Bonds of any series. Each Paying Agent shall signify its acceptance of the duties …

The Trustee shall give prompt notice to each Rating Agency (1) if any Credit Facility terminates or is amended, renewed or replaced, (2) if the Indenture is amended or supplemented, (3) if the Trustee is notified COL 2026-10-26 EXHIBITS A AND B of any amendment to any Credit Agre…

(A) This Indenture and the rights and obligations of the Government and of the Holders of the Bonds and of the Trustee may be modified or amended at any time by a Supplemental Indenture which shall become effective when the written consents of each Credit Provider and the Holders…

From and after the time any Supplemental Indenture becomes effective pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Government, the Fiduciar…

Bonds delivered after any Supplemental indenture becomes effective pursuant to this Article may, and if the Trustee so determines shall, bear a notation by endorsement or otherwise in a form approved by the Government and the Trustee as to any modification or amendment provided f…

The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by such Bondholder, provided that due notation thereof is made on such Bonds. COL 2026-10-26 EXHIBITS A AND B

Nothing in this Article or in this Indenture shall affect any provision of any Credit Agreement requiring the Government to obtain the consent of the Credit Provider or to satisfy any other conditions before amending or supplementing this Indenture or any Bond. ARTICLE X DEFEASAN…