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<br />17.01. Considerations. The Board hereby calls the Refunded Bonds prior to their maturities on the dates
<br />and in the amounts, respectively, as shown on Exhibit "D" incorporated by reference herein as if copied in full. The
<br />Board hereby fmds that by refunding the Refunded Bonds the Authority will realize a present value savings in
<br />interest costs.
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<br />17.02. Escrow Alrreement. The discharge of the Refunded Bonds shall be effectuated pursuant to the terms
<br />and provisions of the Escrow Agreement, the terms and provisions of which are hereby approved, subject to such
<br />insertions, additions, and modifications as shall be necessary (i) to minimize the Board's costs of refunding, and (ii)
<br />to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds. In order to
<br />carry out the intents and purposes of this Resolution, the President of the Board is hereby authorized to execute and
<br />deliver the Escrow Agreement on behalf of the Board in multiple counterparts and the Secretary of the Board is
<br />hereby authorized to attest thereto and affix the Board's seal.
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<br />17.03. Authority Funds Used in Refunding. Funds of the Authority legally available in the amount of
<br />$ are hereby appropriated to be used to refund the Refunded Bonds.
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<br />17.04. Purchase of United States Treasurv Oblil!ations. To assure the purchase of the Escrowed Securities
<br />referred to in the Escrow Agreement, the President of the Board, the General Manager, and the Escrow Agent are
<br />hereby authorized to subscribe for, agree to purchase, and purchase non-callable obligations of the United States of
<br />America, in such amounts and maturities and bearing interest at such rates as may be required, if any, and to execute
<br />any and all subscriptions, purchase agreements, commitments, letters of authorization, and other documents
<br />necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and
<br />approved.
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<br />17.05. Notice of Redemotion. The principal of and accrued interest on the Refunded Bonds shall be paid
<br />on the redemption dates specified in the Report, and the Refunded Bonds are hereby called for redemption on said
<br />dates. The Escrow Agent is hereby directed to make appropriate arrangements so that the principal of and accrued
<br />interest on such Refunded Bonds may be redeemed at said bank on such redemption date. Unless notice is waived
<br />by the owners thereof, a copy of the Notice of Prior Redemption, substantially in the form attached hereto as Exhibit
<br />D, shall be delivered to the paying agent bank for such Refunded Bonds and a copy of such Notice of Prior
<br />Redemption shall be mailed to the registered owner thereof, or otherwise given as provided in the appropriate order,
<br />resolution, or ordinance authorizing the Refunded Bonds.
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<br />17.06. Other. To permit the Authority to satisfy in a timely manner all of its obligations under this
<br />Resolution, the President of the Board and all other appropriate officers and agents of the Authority are hereby
<br />authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the
<br />Refunded Bonds, including without limitation, executing and delivering on behalf of the Authority all certifIcates,
<br />consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the Authority's
<br />obligations under this Resolution and to direct the transfer and application of funds of the Authority consistent with
<br />the provisions of this Resolution.
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<br />Section 18. FURTHER PROCEDURES. The President of the Board, the Secretary of the Board, and all
<br />other officers, employees, and agents of the Authority, and each of them, shall be and t~ey are hereby expressly
<br />authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things
<br />and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the Authority, all such
<br />instruments, whether or not herein mentioned, as may be necessary or desirable in this Resolution to carry out the
<br />terms and provisions of this Resolution, the Bonds, the Paying AgentlRegistrar Agreement, and the Escrow
<br />Agreement Prior to the initial delivery of the Bonds, the President of the Board and Bond Counsel to the Auth.ority
<br />are hereby authorized and directed to approve any technical changes or corrections to this Resolution or to any of the
<br />instruments authorized by this Resolution necessary in this Resolution to (i) correct any ambiguity or mistake or
<br />properly or more completely document the transactions contemplated and approved by this Resolution, (ii) obtain a
<br />rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney
<br />General's office.
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