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I I I ARTICLE VII SALE OF THE BONDS, CONTROL AND DELIVERY OF THE BONDS Section 7.01. Sale of Bonds; OffiCial Statement (a) The Bonds are hereby officially sold and awarded to A.G. Edwards & Sons, Inc., Morgan Keegan & Co., Inc. and Edward D. Jones & Co., L.P., in accordance with the terms and provisions of that certain Purchase Agreement relating to the Bonds between the City and the Purchaser and dated the date of the passage of this Ordinance. The form and content of such Purchase Agreement are hereby approved, and the Mayor of the City is hereby authorized and directed to execute and deliver such Purchase Agreement. It is hereby officially found, determll1ed and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of A.G. Edwards & Sons, Inc. or its designee.. (b) The form and substance of the Official Statement for the Bonds and any addenda, supplement or amendment thereto (the "Official Statement") presented to and considered at this meeting, is hereby in all respects approved and adopted, and the Official Statement is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(l) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, by the City Council. The Mayor and City Clerk of the City are hereby authorized and directed to execute the same manually or by facsimile signatures and deliver appropriate numbers of executed copies thereof to the Purchaser of the Bonds. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the Mayor and the Purchaser of the Bonds, may be used by the Purchaser in the public offering and sale thereof. The use and distribution of the Official Statement in the public offering of the Bonds by the Purchaser is hereby ratified, approved and confirmed. The City Clerk is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Official Statement for the Bonds and the preliminary public offering of the Bonds by the Purchaser is hereby ratified, approved and confirmed. (c) A II officers of the City are authOrized to take such actions and to execute such documents, certificates and receipts as they may deem necessary and appropriate in order to consummate the delivery of the Bonds. (d) All officers of the City are authOrized to do any and all things to execute and deliver any and all documents, certificates or other instruments necessary or required for the issuance of any policy or policies of mUlllcipal bond insurance and any Surety Policy relating to the Bonds. The ordinance requirements and accompanying commitments for such insurance are hereby approved and made a part of thiS Ordinance by reference. To the extent permitted by applicable law, the City will comply with all notice and other applicable requirements of the II1surer issuing the muniCipal bond insurance policy and financial guaranty insurance in connection with the issuance of the Bonds, as such requirements may be in the effect and transmitted to Bond Counsel with such Insurer's commitment to issue such insurance. (e) The obligation of the Purchaser to accept del ivery of the Bonds is subject to the Purchaser's being furnished with the final, approving opinion of Fisher & Newsom, P.c., Bond Counsel for the City, which opinion shall be dated and delivered the Closing Date. The engagement of such firm as bond counsel for the City in connection With the Issuance, sale and delivery of the Certificates is hereby approved, ratified and confirmed I(.,Sall Ma'Clls..WWSSI(! O~^-DucsIUnl"""1CC'WW Uld Filial "I'd 22