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execution thereof. The Mayor is hereby authorized and directed to execute, and the City <br />Secretary is hereby authorized and directed to attest, the final Official Statement. The <br />Authorized Representatives are hereby authorized to deem the Preliminary Official Statement <br />"final" for purposes of Rule 15c2-12 of the Securities Exchange Commission at such time as <br />such document omits no more than the information permitted by Subsection (b)(1) of Rule 15c2- <br />12. <br />Further, the City Council hereby ratifies, authorizes and approves the actions of the <br />Mayor, the City's financial advisor and other consultants in seeking ratings on the Bonds from <br />Standard & Poor's Ratings Services and such actions are hereby ratified and confirmed. <br />Section 7.4.: Application of Proceeds of Bonds. Proceeds from the sale of the Bonds <br />shall, promptly upon receipt by the City, be applied as follows: <br />(a) A portion of the proceeds shall be applied to pay expenses arising in connection <br />with the issuance of the Bonds and the refunding of the Refunded Obligations; <br />(b) A portion of the proceeds shall be used to establish an escrow fund to refund the <br />Refunded Obligations, as more fully provided in the Escrow Agreement; and <br />(c) any remaining proceeds shall be transferred to the Debt Service Fund. <br />Section 7.5.:Covenants to Maintain Tax Exemption. <br />(a) Definitions. When used in this Section, the following terms have the <br />following meanings: <br />"Code" means the Internal Revenue Code of 1986, as amended by all legislation, <br />if any, effective on or before the Issue Date. <br />"Computation Date" has the meaning stated in section 1.148-1(b) of the <br />Regulations. <br />"Gross Proceeds" has the meaning stated in section 1.148-1(b) of the Regulations. <br />"Investment" has the meaning stated in section 1.148-1(b) of the Regulations. <br />"Issue Date" for the Bonds or other obligations of the City is the respective date <br />on which such obligations of the City are first delivered against payment therefor. <br />"Nonpurpose Investment" has the meaning stated in section 1.148-1(b) of the <br />Regulations. <br />"Proceeds" has the meaning stated in section 1.148-1(b) of the Regulations. <br />"Rebate Amount" has the meaning stated in section 1.148-3 of the Regulations. <br />14 <br />HOU:3189356.1 <br />