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<br />a new nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest
<br />checks or drafts being mailed to the Holder, the word "Cede & Co." in this Resolution shall refer to such new
<br />nominee of DTC.
<br />
<br />In the event that (a) the Authority determines that DTC is incapable of discharging its responsibilities
<br />described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason,
<br />or (c) DTC or the Authority determines that it is in the best interest of the beneficial owners of the Bonds that they
<br />be able to obtain certificated Bonds, the Authority shall notify the Paying AgentJRegistrar, DTC, and Depository
<br />Participants of the availability within a reasonable period of time through DTC of certificated certificates, and the
<br />Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time,
<br />the Authority may determine that the Bonds shall be registered in the name of and deposited with a successor
<br />depository operating a securities depository system, as may be acceptable to the Authority, or such depository's
<br />agent or designee, and if the Authority and the Paying Agent/Registrar do not select such alternate securities
<br />depository system then the Bonds may be registered in whatever names the registered owners of Bonds transferring.
<br />or exchanging the Bonds shall designate, in accordance with the provisions hereof.
<br />
<br />Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the
<br />name of Cede & Co., as nominee ofDTC, all payments with respect to principal of, premium, ifany, and interest on
<br />such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided
<br />in the Representation Letter. .
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<br />2.07. Ownershio of the Bonds. The Authority, the Paying AgentlRegistrar, and any other person may treat
<br />the individual, firm, or corporation in whose name any Bond is registered on the Bond Register as the absolute
<br />owner of such Bond for the purpose of making and receiving payment of the principal thereof and interest thereon
<br />and for all other purposes, whether or not such Bond is overdue, and neither the Authority nor the Paying
<br />Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to any such person,
<br />fmn, or corporation deemed to be the owner of any Bond in accordance with this Section 2.07 shall be valid and
<br />effectll:al and shall discharge the liability of the Authority and the Paying AgentlRegistrar to the extent of the sums
<br />paid.
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<br />2.08. Execution of the Bonds. The Bonds shall be executed on behalf of the Authority by the President or
<br />Vice President. of the Board under the seal of the Authority attested by the Secretary or Assistant Secretary of the
<br />Board. Each such signature may be manually executed or placed in facsimile on the Bonds, and the Authority's seal
<br />may be manually impressed, printed or otherwise placed on the Bonds. Bonds receiving the manual or facsimile
<br />signatures of individuals who were at the time the duly elected or appointed officers of the Authority shall be
<br />binding upon the Authority notwithstanding such individuals or any of them shall cease to hold such offices prior to
<br />the certification, registration, authentication, or delivery of such Bonds or shall not have held such office on the date
<br />of such Bonds, all as provided in the Act and the Bond Procedures Act of 1981, as amended. The Initial Bond,
<br />payable to the Purchaser, shall be executed and submitted to the Attorney General of Texas for approval, and
<br />thereupon certified by the Comptroller of Public Accounts of the State of Texas by his manual signature or by the
<br />manual signature of one of his deputies thereunto duly authorized. The Definitive Bonds shall be valid or obligatory
<br />upon receipt by the Paying AgentlRegistrar of a Certificate of Authentication substantially in the form of the
<br />Certificate of Authentication of Paying AgentlRegistrar set forth in Section 3 hereof, and such executed certificate
<br />upon any Defmitive Bond shall be conclusive evidence that such Definitive Bond has been executed and delivered
<br />pursuant to this Resolution.
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<br />2.09. Paving AgentlRegistrar. The Authority covenants at all times to maintain a Paying AgentlRegistrar
<br />for the Bonds meeting the qualifications herein set forth. The form, terms, and provisions of the Paying
<br />AgentlRegistrar Agreement are hereby approved in all respects, and the President or Vice President and Secretary or
<br />Assistant Secretary of the Board are hereby authorized and directed to execute and deliver the Paying
<br />AgentlRegistrar Agreement, with such changes therein as the officers executing the same shall, as evidenced by
<br />their signatures thereon, approve. The Authority expressly reserves the right to appoint one or more successor
<br />Paying AgentlRegistrars by (I) filing with the Paying AgentlRegistrar then serving a certified copy of a resolution
<br />giving notice of the termination of the Authority's agreement with such Paying AgentlRegistrar and appointing a
<br />successor and (2) mailing notice to all of the registered owners of the Bonds. Every Paying AgentlRegistrar
<br />appointed hereunder shall at all times be a corporation organized and doing business under the laws of the United
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