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<br />or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively
<br />evidenced by his execution thereof. It is further officially found determined and declared that the statements and
<br />representations contained in said Official Statement are true and correct in all material respects to the best
<br />knowledge and belief of the Authority, and the President of the Board is hereby directed and authorized to execute
<br />on behalf of the Authority, and the Secretary of the Board is hereby authorized to attest, the Official Statement and
<br />other sale documents.
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<br />Section 15. SALE OF BONDS. Public advertisement for the sale of the Bonds and bids to purchase the
<br />Bonds having been received pursuant thereto, it is hereby found and declared that the bid submitted by
<br />(the "Initial Purchaser") is the best bid received; and the sale of the Bonds to the
<br />named best bidder, at a price equal to the principal amount of the Bonds plus accrued interest thereon from the date
<br />thereof to the date of actual delivery, subject to the unqualified approving opinion, as to the legality of the Bonds of
<br />the Attorney General of the State of Texas, and the market opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
<br />bond attorneys, is hereby authorized, ratified, approved, and confrrmed. When the Bonds have been approved by
<br />the said Attorney General and registered by the Comptroller of Public Accounts of the State of Texas, they shall be
<br />delivered to the Initial Purchaser upon receipt of the full purchase price.
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<br />Section 16. BOOK-ENTRY ONLY SYSTEM. (a) The Definitive Bonds shall be initially issued in the
<br />name of Cede & Co., as nominee of DTC, as Registered Owner of the Bonds, and held in custody of DTC. A single
<br />certificate will be issued and delivered to DTC for each maturity of the Bonds. Beneficial owners of Definitive
<br />Bonds will not receive physical delivery of Bond certificates except as provided hereinafter. For so long as DTC
<br />shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership
<br />interest will be made by book-entry only, and no investor or other person purchasing, selling, or otherwise
<br />transferring beneficial ownership of Bonds is to receive, hold, or deliver any Bond certificate. No person shall
<br />acquire or hold any beneficial interest in any Bond representing a portion of the principal amount of such Bond
<br />which is other than $5,000 or an integral multiple thereof.
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<br />(b) Replacement Bonds may be issued directly to beneficial owners of Bonds other than DTC, or its
<br />nominee, but only in the event that (i) DTC determines not to continue to act as securities depository for the Bonds
<br />(which determination shall become effective no less than 90 days after written notice to such effect to the Board and
<br />the Paying Agent/Registrar), or (ii) the Board has advised DTC of its determination (which determination is
<br />conclusive as to DTC and beneficial owners of the Bonds) that DTC is incapable of discharging its duties as
<br />securities depository for the Bonds, or (iii) the Board has determined (which determination is conclusive as to DTC
<br />and the beneficial owners of the Bonds) that the interests of the beneficial owners of the Bonds might be adversely
<br />affected if such book-entry only system of transfer is continued. Upon occurrence of any event described in (i) or
<br />(ii) above, the Board shall use its best efforts to attempt to locate another qualified securities depository. If the
<br />Board fails to locate another qualified securities depository to replace DTC, the Board shall cause to be executed,
<br />authenticated, and delivered replacement Bonds, in certificate form, to the DTC participants having an interest in the
<br />Bonds as shown on the records of DTC provided by DTC to the Board. In the event that the Board makes the
<br />determination described in (iii) above and has made provisions to notify the beneficial owners of Bonds of such
<br />determination by mailing an appropriate notice to DTC, it shall cause to be issued replacement Bonds in certificate
<br />form to the DTC participants having an interest in the Bonds as shown on the records of DTC provided by DTC to
<br />the Board. The Board undertakes no obligation to make any investigation to determine the occurrence of any events
<br />that would permit the Board to make any determination described in (ii) or (iii) above.
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<br />(c) Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book entry
<br />at DTC, the requirements in this Resolution of holding, delivering, or transferring Bonds shall be deemed modified
<br />to require the appropriate person or entity to meet the requirement of DTC as to registering or transferring the book
<br />entry to produce the same effect. .
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<br />(d) If at any time, DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force
<br />or effect.
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<br />Section 17.REFUNDING.
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