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ARTICLE VII <br />SALE OF THE CERTIFICATE; CONTROL <br />AND DELIVERY OF THE CERTIFICATE <br />Section 7.01. Sale of Certificate. <br />(a) The Certificate is hereby sold, pursuant to private placement therefor, on this date, and <br />shall be delivered to Bank of America, N.A. (the "Purchaser" or initially the "Registered Owner") at <br />a price of par. The Mayor is authorized to execute the acceptance clause of the Investment and <br />Commitment Letter with the Purchaser. The Certificate shall initially be registered in the name of <br />Bank of America, N.A. <br />(b) All officers of the City are authorized to execute such documents, certificates and <br />receipts as they may deem appropriate in order to consummate the delivery of the Certificate in <br />accordance with the Investment and Commitment Letter. <br />(c) All officers of the City are authorized to do any and all things to execute and deliver <br />any and all documents, certificates or other instruments necessary or required for the issuance of any <br />policy or policies of municipal bond insurance relating to the Certificate. The ordinance requirements <br />and accompanying commitments for such insurance are hereby approved and made a part of this <br />Ordinance by reference. To the extent permitted by applicable law, the City will comply with all <br />notice and other applicable requirements of the insurer issuing the municipal bond insurance policy <br />and financial guaranty insurance in connection with the issuance of the Certificate, as such <br />requirements may be in the effect and transmitted to Bond Counsel with such insurer's commitment <br />to issue such insurance. <br />(d) The obligation of the Purchaser to accept delivery of the Certificate is subject to the <br />Purchaser's being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., <br />Bond Counsel for the City, which opinion shall be dated and delivered the Closing Date. The <br />engagement of such firm as bond counsel for the City in connection with the issuance, sale and <br />delivery of the Certificate is hereby approved, ratified and confirmed. <br />Section 7.02. Control and Delivery of the Certificate. <br />(a) The Mayor of the City is hereby authorized to have control of the Initial Certificate <br />and all necessary records and proceedings pertaining thereto pending investigation, examination and <br />approval of the Attorney General of the State of Texas, registration by the Comptroller of Public <br />Accounts of the State of Texas, and registration with, and initial exchange or transfer by, the Paying <br />Agent/Registrar. <br />San Marcos CTRCO 2008A: Ordinance 23