2010-010 ORD ISSUANCE AND SALE OF COP TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATIONS, SERIES 2010

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In order to facilitate compliance with the above covenant (h), a"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U. S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promuigated that modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the e�ent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taa�ation of interest on the Certificates under seEtion 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Section 11. SALE OF CERTIFICATES; APPROVAL OF OFFICIAL STA'TEMENT (a) The Certificates are hereby sold and shall be delivered to Wells Fargo Advisors (the "Purchaser"), at a price of par, plus accrued interest on the Certificates. The Certificates shall initially be registered in the name of the Purchaser. (b) It is hereby officially found, determined and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of such and Bidding Instructions. It is further officially found, determined and declared that the Certificates have been offered pursuant to a Preliminary Official Statement dated March 1, 2010, prepared and distributed in connection with the sale of the Certificates. Said Preliminary Oi�icial Statement, the Official Statement dated March 8, 2010, and any addenda, supplement or amendment thereto, have been and are hereby approved by the City Council of the Issuer and its use in the offer and sale of the Certificates is hereby approved. It is further officially found, determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the City Council. The accrued interest received from the sale of the Certificates and the net original issue premium sha11 be deposited into the Interest and Sinking Fund. Section 12. ALLOCATION OF CERTIFICATE PROCEEDS. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction 18