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<br />SECTION 16, CONSIDERATIONS OF RERJNDING. 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
<br />issues without a tax rate increase or with a smaller increase than would otherwise be required.
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<br />SECTION 17. NOTICE OF REDEMPTION TO PAYING AGENT AND REGISTERED OWNERS AND
<br />PUBLICATION. 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
<br />said dates. Texas Commerce Bank National Association, Houston, Texas is hereby directed to make appropriate
<br />arrangements so that the principal of and accrued interest on such Refunded Obligations may be redeemed at
<br />said bank on such redemption dates. Unless notice is waived by the owners thereof, a copy of the Notices of
<br />Prior Redemption, substantially in the fonn attached hereto as Exhibit A, shall be delivered to the paying agent
<br />bank for the Refunded Obligations and a copy of such Notices of Prior Redemption shall be mailed to the
<br />registered owner thereof, or otherwise given as provided in the appropriate order, resolution, or ordinance
<br />authorizing the Refunded Obligations.
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<br />SECTION 18. 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
<br />program designed for the City by Masterson Moreland Sauer Whisman, Inc. and which shall be certified as to
<br />mathematical accuracy by Deloitte & Touche, Certified Public Accountants, whose Report shall ~ delivered with
<br />the Escrow Agreement, (b) to maximize the City's present value savings and/or minimize the City costs of
<br />refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded
<br />Obligations, and (d) to carry out the other intents and purposes of this Ordinance, and the Mayor is hereby
<br />authorized to execute and deliver the Escrow Agreement on behalf of the City in multiple counterparts and the
<br />City Secretary is hereby authorized to attest thereto and affix the City's seal.
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<br />SECTION 19. SOURCE OF CITY RJNDS USED IN RERJNDING, The amount of $
<br />available funds of the City are hereby appropriated and shall be deposited to the Escrow Fund which together
<br />with certain proceeds of the Bonds shall be used to refund the Refunded Obligations.
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<br />SECTION 20. PURCHASE OF UNITED STATES TREASURY OBLIGATIONS, To assure the purchase
<br />of the Escrowed Securities referred to in the Escrow Agreement, the Mayor, the City's Chief Financial Officer,
<br />and the Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase non-callable
<br />obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as
<br />may be provided for in the Report, and to execute any and all subscriptions, purchase agreements, commitments,
<br />letters of authorization, and other documents necessary to effectuate the foregoing, and any actions heretofore
<br />taken for such purpose are hereby ratified and approved.
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<br />SECTION 21. MATTERS RELATED TO RERJNDING. 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
<br />Issuer all certificates, consents, receipts, requests, notices, and other documents as may be reasonably necessary
<br />to satisfy the Issuer's obligations under this Ordinance and to direct the transfer and application of funds of the
<br />Issuer consistent with the provisions of this Ordinance.
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<br />SECTION 22. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a contract
<br />with the Owners, from time to time, of the Bonds, binding on the 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
<br />Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the issuance of any additional
<br />bonds, (iii) for the purpose of curing any ambiguity, inconsistency, or fonnal defect or omission herein, or (iv) in
<br />connection with any other change which is not to the prejudice of the Owners. The Issuer may, with the written
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