2010-043 RES APPROVING RESOLUTION PEDC

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approved by the Chairman of the Board, and the Chairman of the Board is hereby authorized to execute such engagement letter. Section 22. BONDS NOT TAX-EXEMPT. The Issuer does not intend to issue the Bonds in a manner such that the Bonds would constitute obligations described in section 103(a) of the Code. Section 23. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to First Southwest Company (the "Underwriter"), at a price of $2,663,497.75 (which represents the par amount of the Bonds, less an underwriting discount of $21,502.25) plus accrued interest on the Bonds, pursuant to the terms and provisions of a Bond Purchase Contract between the Issuer and the Underwriter, which the Chairman of the Board is hereby authorized to execute and deliver. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of First Southwest Company. Section 24. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereo£ The distribution and use of the Preliminary Official Statement dated March 11, 2010, prior to the date hereof is hereby ratified and confirmed. Section 25. FURTHER PROCEDURES. The Chairman or Vice Chairman and Secretary of the Board and all other officers, employees and agents of the Issuer, and each of them, shall be and are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Blanket Issuer the Letter of Representations with DTC regarding the Book-Entry-Only System attached hereto, the Paying Agent/Registrar Agreement with the Paying Agent/Registrar, and all other instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the Letter of Representation, the Bonds, the sale of the Bonds and the Official Statement. Notwithstanding anything to the contrary contained herein, while the Bonds are subject to DTC's Book-Entry-Only System and to the extent permitted by law, the Blanket Issuer Letter of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of this Resolution in the event of conflict. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 26. COMPLIANCE WITH RULE 15c2-12. (a) Annual Reports. (i) The Issuer shall provide annually to the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by 24