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<br />DTC Definitive Bonds
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<br />After delivery of the Initial Bond, the Bonds will be issued in book-entry only form. Cede & Co. is the nominee for DTC. All references
<br />herein to the bondholders or registered owners of the Bonds mean Cede & Co. and not the beneficial owners of the Bonds. Purchases of
<br />beneficial interests in the Bonds will be made in book-entry fonn (without bonds) in the denomination of$5,000 principal amount or any
<br />integral multiple thereof. Under certain limited circumstances described herein, the Authority may determine to forego immobilization of
<br />the Bonds at DTC, or another securities depository, in which case such beneficial interests would become exchangeable for one or more
<br />fully registered bonds of like principal amount for the Bonds.
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<br />Tax Exemntion
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<br />The delivery of the Bonds are subject to an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Texas, Bond Counsel, to
<br />the effect that interest thereon is excludable from gross income for federal income tax purposes under existing law and that the
<br />obligations are not private activity bonds. See "TAX MATTERS" in the Official Statement for a complete description of Bond
<br />Counsel's opinion.
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<br />Oualified Tax-Exempt Obli2ations
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<br />The Bonds are "qualified tax-exempt obligations", within the meaning of section 265 of the Internal Revenue Code of 1986 (as
<br />amended), for purposes of computing the disallowance of interest expense allocable to interest on the Bonds for fmancial institutions.
<br />See "Qualified Tax-Exempt Obligations" in the Official Statement.
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<br />l.et!al Opinion
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<br />The Authority will furnish without cost to the respective Purchaser a transcript of certain certified proceedings had incident to the
<br />issuance and authorization of the Bonds, including a certified copy of the approving legal opinion of the Attorney General of Texas, as
<br />recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Attorney General of
<br />Texas has examined a transcript of proceedings authorizing the issuance of the Initial Bond, and that based on such examination the
<br />Bonds are valid and legally binding obligations of the Authority, and based upon an examination of such transcript of proceedings, the
<br />legal opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Bond Counsel, San Antonio, Texas, to a like effect (subject as to the
<br />enforcement to the applicable bankruptcy, moratorium and similar laws applicable to creditors' rights generally from time to time in
<br />effect). The. opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. with respect to the tax exemption of the interest on the Bonds is
<br />described tmder the caption "TAX MATTERS" in the Official Statement.
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<br />Such opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. is expected to be reproduced on the back of the Bonds over a certification by
<br />the facsimile signature of the Authority Secretary attesting that the opinion was dated as of the date of delivery of and payment therefor,
<br />and that the copy is a true and correct copy of the original opinion; however, the failure to print such opinion on any Bond will not
<br />constitute cause for failure of or refusal by the Purchaser to accept delivery of and pay for the Bonds. The legal fee' to be paid Akin,
<br />Gump, Strauss, Hauer & Feld, L.L.P. for services rendered in connection with the issuance and sale of the Bonds is contingent on the
<br />sale and delivery of the Bonds.
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<br />No Litil!ation Certificate
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<br />The Authority will furnish the Purchaser a Certificate signed by the President and Secretary of the Board of Directors which will recite,
<br />among other things, that no litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery of the
<br />Bonds or which would affect the provision made for their payment or security, or in any other manner questioning the proceedings or
<br />authority concerning the issuance of the Bonds, and that so far as is known and believed, no such litigation is threatened.
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<br />Certification as to Official Statement
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<br />At the time of payment for and delivery of the Bonds, the Authority will furnish the respective Purchaser a Certificate signed by the
<br />General Manager of the Authority acting in his official capacity, to the effect that the Official Statement has been authorized and
<br />approved by the Board of Directors, and to the best of his knowledge and belief after reasonable investigation: (a) neither the Official
<br />Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact
<br />necesS8Jy to make the statements therein, in light of circumstances in which they were made, not misleading; (b) since the date of the
<br />Official Statement no event has occurred which should have been set forth in an amendment or supplement to the Official Statement
<br />which has not been set forth in such amendment or supplement; and (c) there has not been any material adverse change in the operation
<br />or financial affairs of the Authority since the date of such Official Statement.
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