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City reserves the right to change the Paying Agent/Registrar for the Certificates on not less than <br />sixty (60) days' written notice to the Paying Agent/Registrar, as long as any such notice is <br />effective not less than 60 days prior to the next succeeding principal or interest payment date on <br />the Certificates. Promptly upon the appointment of any successor Paying Agent/Registrar, the <br />previous Paying Agent/Registrar shall deliver the Register or a copy thereof to the new Paying <br />Agent/Registrar, and the new Paying Agent/Registrar shall notify each Registered Owner, by <br />United States mail, first class, postage prepaid, of such change and of the address of the new <br />Paying Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity, <br />shall be deemed to have agreed to the provisions of this Ordinance. <br />ARTICLE VII <br />PROVISIONS CONCERNING SALE AND <br />APPLICATION OF PROCEEDS OF CERTIFICATES <br />Section 7.1: Sale of Certificates: Insurance. The sale of the Certificates to the <br />syndicate of underwriters led by Coastal Securities, Inc. (the "Purchaser") at a price of <br />$ (representing the par value thereof plus a net original issue premium on the <br />Certificates of $ , less an underwriting discount of $ ) plus accrued interest <br />to the date of delivery of the Certificates, is hereby approved in accordance with the terms of the <br />Certificate Purchase Agreement presented to and hereby approved by the City Council, in <br />substantially the form attached hereto as Exhibit D. which price and terms are hereby found and <br />determined to be the most advantageous reasonably obtainable by the City. The Mayor, Mayor <br />Pro -Tem and all other officials, agents and representatives of the City are hereby authorized to <br />do any and all things necessary or desirable to provide for the issuance and delivery of the <br />Certificates. <br />The City hereby acknowledges that the sale of the Certificates pursuant to the Certificate <br />Purchase Agreement is contingent upon the issuance of a policy of municipal bond insurance <br />from the Bond Insurer insuring the timely payment of principal of and interest on the <br />Certificates. The Mayor and other appropriate City officials are hereby authorized and directed <br />to execute such documents and certificates and to do any and all things necessary or desirable to <br />obtain such insurance and the printing on the Certificates of an appropriate legend or statement <br />regarding such insurance is hereby approved. <br />Section 7.2: Approval, Registration and Delivery. The Mayor is hereby authorized to <br />have control and custody of the Certificates and all necessary records and proceedings pertaining <br />thereto pending their delivery, and the Mayor and other officers and employees of the City are <br />hereby authorized and directed to make such certifications and to execute such instruments as <br />may be necessary to accomplish the delivery of the Certificates and to assure the investigation, <br />examination and approval thereof by the Attorney General and the registration of the initial <br />Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller (or the <br />Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in writing to <br />act for the Comptroller) shall manually sign the Comptroller's Registration Certificates <br />prescribed herein to be attached or affixed to each Certificates initially delivered and the seal of <br />the Comptroller shall be impressed or printed or lithographed thereon. <br />13 <br />HOU:2690632.2 <br />