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Agent/Registrar for such Defeased Notes the same as if they had not been defeased, and the <br /> Authority shall make proper arrangements to provide and pay for such services as required by <br /> this Resolution. <br /> (d) Notwithstanding anything elsewhere in this Resolution, if money or Defeasance <br /> Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust <br /> company or commercial bank pursuant to this Section for the payment of the Note and such Note <br /> shall not have in fact been actually paid in full, no amendment of the provisions of this Section <br /> shall be made without the consent of the registered owner of each Note affected thereby. <br /> (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent <br /> that, upon the defeasance of any Defeased Note to be paid at its maturity, the Authority retains <br /> the right under State law to later call that Defeased Note for redemption in accordance with the <br /> provisions of this Resolution, the Authority may call such Defeased Note for redemption upon <br /> complying with the provisions of State law and upon the satisfaction of the provisions of <br /> subsection (a) immediately above with respect to such Defeased Note as though it was being <br /> defeased at the time of the exercise of the option to redeem the Defeased Note and the effect of <br /> the redemption is taken into account in determining the sufficiency of the provisions made for the <br /> payment of the Defeased Noe. <br /> Section 28. SALE OF NOTE; USE OF PROCEEDS. (a) Sale to Wells Fargo. The <br /> Note is hereby sold to the Purchaser for the price of par. The Note has been purchased by the <br /> Purchaser pursuant to the Note Purchase Agreement in substantially the form attached hereto as <br /> Exhibit "G," which the Authority Representative is hereby authorized to execute and deliver. The <br /> Note initially delivered shall be registered in the name of the Purchaser. The Authority has <br /> determined, based upon the advice provided by its financial advisors, that acceptance of the <br /> purchase price for the Note is on terms advantageous to, and in the best interests of, the <br /> Authority. <br /> (b)Notice from Purchaser of Sale of the Note. It is the intent of the parties to the sale of <br /> the Note that the Note is being acquired by the Purchaser for investment for its own account and <br /> not with a present view toward resale or distribution and that if the Purchaser ever determines to <br /> sell, assign or transfer all or a part of the Note, such sale, assignment or transfer shall be in <br /> accordance with Section 5(f) of this Resolution. <br /> (c) Proceeds. The proceeds from the sale of the Note shall be used in the manner <br /> described in the letter of instructions executed by the Authority, or on behalf of the Authority by <br /> its financial advisor. <br /> (d) Payment by Wire Transfer. Payment of amounts due and owing on the Note to the <br /> Purchaser shall be made by wire transfer, at no expense to the Purchaser, as provided in the <br /> FORM OF NOTE and without presentment or surrender. <br /> (e) Investment of Note Proceeds. Proceeds from the sale of the Note shall be held at a <br /> depository or other properly chartered and authorized institution in accordance with Chapter <br /> 2256, Texas Government Code, and Chapter 2257, Texas Government Code. <br /> ARWA\BAN\2023:Authorizing Resolution 20 <br />