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<br />SECTION 15. CONSIDERATIONS OF REFUNDING. The Council hereby finds that by refunding the
<br />Refunded Obligations the Issuer will (i) lower the annual debt service requirements with respect to its general tax
<br />obligations and (ii) restructure its debt service in a manner which will allow the issuance of additional bond issues
<br />without a tax rate increase or with a smaller increase than would otherwise be required.
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<br />SECTION 16. NOTICE OF REDEMPTION TO PAYING AGENT AND REGISTERED OWNERS AND
<br />PUBLICA TlON. The principal of and accrued interest on the Refunded Obligations shall be paid on the earliest
<br />redemption date with proceeds of the Bonds. and the Refunded Obligations are hereby called for redemption on said
<br />dates. Texas Commerce Bank National Association. Houston, Texas is hereby directed to make appropriate arrange-
<br />ments so that the principal of and accrued interest on such Refunded Obligations may be redeemed at said bank on
<br />such redemption dates, Unless notice is waived by the owners thereof, a copy of the Notices of Prior Redemption,
<br />substantially in the fonn attached hereto as Exhibit A, shall be delivered to the paying agent bank for the Refunded
<br />Obligations and a copy of such Notices of Prior Redemption shall be mailed to the registered owner thereof, or
<br />otherwise given as provided in the appropriate order, resolution, or ordinance authorizing the Refunded Obligations.
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<br />SECTION 17. ESCROW AGREEMENT, The discharge of the Refunded Obligations shall be effectuated
<br />pursuant to the tenns and provisions of the Escrow Agreement, the tenns and provisions of which are hereby
<br />approved, subject to such insertions, additions, and modifications as shall be necessary (a) to carry out the program
<br />designed for the City by Masterson Moreland Sauer Whisman, Inc, and which shall be certified as to mathematical
<br />accuracy by Deloitte & Touche, Certified Public Accountants, whose Report shall be delivered with the Escrow
<br />Agreement, (b) to maximize the City's present value savings and/or minimize the City costs of refunding, (c) to
<br />comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations, and (d) to
<br />carry out the other intents and purposes of this Ordinance, and the Mayor is hereby authorized to execute and deliver
<br />the Escrow Agreement on behalf of the City in 'multiple counterparts and the City Secretaiy is hereby authorized to
<br />attest thereto and affix the City's seal.
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<br />SECTION 18. PURCHASE OF UNITED STATES TREASURY OBLIGATIONS. To assure the purchase of
<br />the Escrowed Securities referred to in the Escrow Agreement, the May~r, the City's Chief Financial Officer, and the
<br />Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase non-callable obligations of
<br />the United States of America. in such amounts and maturities and bearing interest at such rates as may be provided
<br />for in the Report, and to execute any and all subscriptions. purchase agreements, commitments, letters of
<br />authorization, and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such
<br />purpose are hereby ratified and approved,
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<br />SECTION 19, MA'ITERS RELATED TO REFUNDING, In order that the Issuer shall satisfy in a timely
<br />manner all of its obligations under this Ordinance, the Mayor and all other appropriate officers and agents of the
<br />Issuer are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the
<br />refunding of the Refunded Obligations, including without limitation. executing and delivering on behalf of the Issuer
<br />all certificates, consents. receipts, requests, notices, and other documents as may be reasonably necessary to satisfy
<br />the Issuer's obligations under this Ordinance and to direct the transfer and application of funds of the Issuer
<br />consistent with the provisions of this Ordinance,
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<br />SECTION 20. ORDINANCE A CONTRACT; AMENDMENTS, This Ordinance shall constitute a contract
<br />with the Owners, from time to time, of the Bonds, binding on t~e Issuer and its successors and assigns, and shall
<br />not be amended or repealed by the Issuer as long as any Bond remains outstanding except as pennitted in this
<br />Section, The Issuer may. without the consent of or notice to any owners. amend. change. or modify this Ordinance
<br />as may be required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii)
<br />for the purpose of curing any ambiguity, inconsistency, or fonnal defect or omission herein, or (iv) in connection
<br />with any other change which is not to the prejudice of the Owners. The Issuer may, with the written consent of the
<br />Owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of
<br />any Bonds amend, change. modify, or rescind any provisions of this Ordinance; provided that without the consent
<br />of all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or
<br />times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of
<br />interest thereon, or in any other way modify the tenns of payment of the principal of or interest on additional bonds
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