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<br />Bonds, and each is hereby authorized and directed to deliver the Bonds, and the seal of the Issuer is
<br />hereby authorized and directed to be affixed or placed in facsimile on the Bonds. Upon execution by
<br />the parties thereto and delivery thereof, the aforementioned documents and the Bonds shall be binding
<br />upon the Issuer in accordance with the terms and provisions thereof
<br />
<br />SECTION 6. The officers of the Issuer are each hereby authorized to execute, attest, affix
<br />the Issuer's seal to, and deliver, or to accept delivery of, any and all other agreements, assignments,
<br />bonds, certificates, contracts, documents, instruments, releases, financing statements, letters of
<br />instruction, written requests, and other papers, whether or not mentioned herein, as may be necessary
<br />or convenient to carry out or assist in carrying out the purposes of this Resolution and the issuance
<br />of the Bonds, including, without limitation, the following: General Certificate, Approval Certificate,
<br />a Certificate as to Tax-Exemption, an Investment Instructions Letter, an Order to Authenticate and
<br />Deliver Bonds, a Certificate as to Specimen Bond, a Cross Receipt, an IRS Form 8038, all collateral
<br />real estate documents, and all documents required to be filed with the Texas Department of Economic
<br />Development, Texas Attorney General, or the Texas Bond Review Board.
<br />
<br />SECTION 7. After the passage of this Resolution, the President of the Issuer shall have the
<br />custody and charge of the Bonds and when the same have been prepared in accordance with these
<br />proceedings, he shall cause them to be delivered to the Texas Attorney General for approval and to
<br />the Comptroller of Public Accounts of the State of Texas for registration, after which they shall be
<br />held for delivery to the Placement Agent.
<br />
<br />SECTION 8. The Board of Directors hereby deems the POS "final" as of its date solely for
<br />purposes of satisfying, to the extent necessary, the requirements of Rule 15c2-12 promulgated by the
<br />Securities and Exchange Commission. The Issuer hereby authorizes and approves the use and
<br />distribution of the POS by the Placement Agent in connection with the placement of the Bonds. The
<br />officers of the Issuer, in conjunction with the Placement Agent, hereby are authorized and directed
<br />to cause to be prepared a definitive disclosure document relating to the Bonds (the Final Private
<br />Placement Memorandum), which shall be in substantially the form as the POS with such changes as
<br />are required to reflect the definitive terms of the Bonds, the Indenture, and the Loan Agreement, and
<br />such other changes as the officers of the Issuer, or any of them, may approve (such approval to be
<br />conclusively evidenced by the execution of the Final Private Placement Memorandum on behalf of
<br />the Issuer). The Issuer hereby authorizes and approves the use and distribution of the Final Private
<br />Placement Memorandum, as so prepared, by the Placement Agent in connection with the placement
<br />of the Bonds. The President and each Vice President of the Issuer hereby are each severally
<br />authorized and directed to executfthe Final Private Placement Memorandum on behalf of and in the
<br />name of the Issuer. The POS proposed to be delivered in connection with the placement of the Bonds
<br />in substantially the form and substance presented to the Board is hereby approved.
<br />
<br />SECTION 9. The placement of the Bonds pursuant to the Placement Agreement is hereby
<br />authorized and approved.
<br />
<br />SECTION 10. Chase Manhattan Trust Company, Philadelphia, Pennsylvania, a trust company
<br />with its corporate trust office in Philadelphia, Pennsylvania, is hereby appointed as initial Trustee,
<br />registrar, and paying agent for the Bonds.
<br />
<br />543516.1
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