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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 <br /> (the "Purchaser") at a price of the par value thereof plus a cash premium of <br /> $ , plus accrued interest on the Certificates, is hereby approved, and delivery of <br /> the Certificates to the Purchaser, registered in its name shall be made u payment therefor in <br /> g upon p Y <br /> accordance with the Winning Bid attached hereto as Exhibit C. It is hereby officially found, <br /> determined and declared that the Purchaser is the highest bidder for the Certificates as a result of <br /> invitations for competitive bids. It is further officially found, determined and declared that the <br /> Certificates have been sold at public sale to the bidder offering the lowest interest cost, which is <br /> hereby determined to be a net effective interest rate of %, after receiving sealed <br /> bids pursuant to an Official Notice of Sale and Preliminary Official Statement prepared and <br /> distributed in connection with the sale of the Certificates. <br /> Section 7.2: Approval, Registration and Delivery. The Mayor is hereby authorized <br /> to have control and custody of the Certificates and all necessary records,and proceedings <br /> pertaining thereto pending their delivery, and the Mayor and other officers and employees of the <br /> City are hereby authorized and directed to make such certifications and to execute such <br /> instruments as may be necessary to accomplish the delivery of the Certificates and to assure the <br /> investigation, examination and approval thereof by the Attorney General and the registration of <br /> the initial Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller <br /> (or the Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in <br /> writing to act for the Comptroller) shall manually sign the Comptroller's Registration <br /> Certificates prescribed herein to be attached or affixed to each Certificates initially delivered and <br /> the seal of the Comptroller shall be impressed or printed or lithographed thereon. <br /> Section 7.3: Offering Documents; Ratings. The use of the Notice of Sale and the <br /> Preliminary Official Statement in the offering and sale of the Certificates is hereby ratified, <br /> confirmed and approved in all respects. It is further hereby officially found, determined and <br /> declared that, as of the date thereof, the Preliminary Official Statement was an official statement <br /> of the City with respect to the Certificates that was deemed "final" by an authorized official of <br /> the City except for the omission of no more than the information permitted by subsection (b)(1) <br /> of SEC Rule 15c2-12. <br /> The City Council hereby approves the preparation of the final Official Statement, in <br /> substantially the form of the Preliminary Official Statement, with such revisions as are necessary <br /> to reflect the terms of the sale of the Certificates, and ratifies and approves the distribution of <br /> such Official Notice of Sale and Preliminary Official Statement and approves the distribution of <br /> the final Official Statement and any addenda, supplement or amendment thereto, in the offer and <br /> sale of the Certificates and in the reoffering of the Certificates by the Purchaser, with such <br /> changes therein or additions thereto as the officials executing same may deem advisable, such <br /> determination to be conclusively evidenced by their execution thereof. The Mayor is hereby <br /> authorized and directed to execute, and the City Secretary is hereby authorized and directed to <br /> attest,the final Official Statement. <br /> 12 <br /> HOU:3589513.1 <br />