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passed or adopted by the Board or any other body or person so as to accomplish the foregoing
<br /> transfer, exchange, or replacement of any Note or portion thereof, and the Paying
<br /> Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Notes in
<br /> the manner prescribed herein, and said Notes shall be in typed or printed form as determined by
<br /> the Authority Representative. Pursuant to Subtitle D, Texas Government Code and particularly
<br /> Section 1201.063, thereof, the duty of transfer, exchange, or replacement of Notes as aforesaid is
<br /> hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication
<br /> Certificate, the exchanged or replaced Note shall be valid, incontestable, and enforceable in the
<br /> same manner and with the same effect as the Notes which were originally issued pursuant to this
<br /> Resolution. The Board shall pay the Paying Agent/Registrar's standard or customary fees and
<br /> charges, if any, for transferring, and exchanging any Note or any portion thereof, but the one
<br /> requesting any such transfer and exchange shall pay any taxes or governmental charges required
<br /> to be paid with respect thereto as a condition precedent to the exercise of such privilege. The
<br /> Paying Agent/Registrar shall not be required to make any such transfer, exchange, or
<br /> replacement of Notes or any portion thereof(i) during the period commencing with the close of
<br /> business on any Record Date and ending with the opening of business on the next following
<br /> interest payment date, or (ii) with respect to any Note or portion thereof called for redemption
<br /> prior to maturity, within 45 days prior to its redemption date. To the extent possible, any new
<br /> Note issued in an exchange, replacement, or transfer of a Note will be delivered to the Registered
<br /> Owner or assignee of the Registered Owner not more than three business days after the receipt of
<br /> the Notes to be canceled and the written request as described above.
<br /> The Note may be transferred without limitation to any affiliate of the Purchaser or to a
<br /> trust or custodial arrangement established by the Purchaser or an affiliate of the Purchaser, each
<br /> of the beneficial owners of which are "qualified institutional buyers" as defined in Rule 144A
<br /> promulgated under the Securities Act of 1933, as amended. The Note may be transferred to
<br /> another purchaser (other than an affiliate of the Purchaser or a trust or custodial arrangement as
<br /> described in the preceding sentence) in Authorized Denominations if (i)written notice of such
<br /> transfer, together with addresses and related information with respect to such purchaser, is
<br /> delivered to the Authority and the Paying Agent/Registrar by such transferor and (ii) such
<br /> purchaser shall have delivered to the Authority, the Paying Agent/Registrar and the transferor an
<br /> investor letter in the form of the letter attached as Exhibit A to the Note Purchase Agreement and
<br /> executed by a duly authorized officer of such purchaser;provided that each such purchaser shall
<br /> constitute (1) a "qualified institutional buyer" as defined in Rule 144A promulgated under the
<br /> Securities Act of 1933, as amended, and (2) a commercial bank organized under the laws of the
<br /> United States, or any state thereof, or any other country which is a member of the Organization
<br /> for Economic Cooperation and Development, or a political subdivision of any such country, and,
<br /> in any such case, having a combined capital and surplus, determined as of the date of any transfer
<br /> pursuant to this Section, of not less than $5,000,000,000.
<br /> (g)Substitute Paying Agent/Registrar. The Board covenants with the Registered Owners
<br /> of the Notes that at all times while the Notes are outstanding the Board will provide a competent
<br /> and legally qualified bank, trust company, financial institution, or other Authority to act as and
<br /> perform the services of Paying Agent/Registrar for the Notes under this Resolution, and that the
<br /> Paying Agent/Registrar will be one entity. The Board reserves the right to, and may, at its option,
<br /> change the Paying Agent/Registrar upon not less than ninety (90) days written notice to the
<br /> Paying Agent/Registrar, to be effective not later than sixty (60) days prior to the next principal or
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<br /> ARWA\BAN\2023:Authorizing Resolution
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