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<br />certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this
<br />Ordinance.
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<br />(b) Approval of Official Statement. The City hereby approves the form and content of the Official
<br />Statement relating to the Certificates and any addenda, supplement, or amendment thereto, and approves the
<br />distribution of such Official Statement in the reoffering of the Certificates by the Initial Purchaser in final form, with
<br />such changes therein or additions thereto as the officer executing the same may deem advisable, such determination
<br />to be conclusively evidenced by his execution thereof. The form and content of and the distribution and use of the
<br />Official Statement dated March 13, 2000, prior to the date hereof is hereby ratified and confirmed. The Council
<br />finds and determines that the Preliminary Official Statement is "deemed final" as that term is defined in 17 C.F.R.
<br />Section 240.I5c2-I2.
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<br />(c) Legal Opinion. The Initial Purchaser's obligation to accept delivery of the Certificate is subject to its
<br />being furnished an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys, such opinion to be dated and
<br />delivered as of the date of delivery and payment for the Certificates.
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<br />(d) Registration and Delivery. Upon the registration of the Initial Certificate, the Comptroller of Public
<br />Accounts of the State of Texas is authorized and instruct to deliver the Initial Certificate pursuant to the instruction
<br />of the Mayor for delivery to the Initial Purchaser.
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<br />SECTION 12. CITY OFFICERS' DUTIES. (a) Issuance of Certificates. The Mayor shall submit the
<br />Initial Certificate, the record of the proceedings authorizing the issuance of the Certificates, and any and all other
<br />necessary orders, certificates, and records to the Attorney General of the State of Texas for his investigation. After
<br />obtaining the approval of the Attorney General, the Mayor shall cause the Initial Certificate to be registered by the
<br />Comptroller of Public Accounts of the State of Texas. The officers or acting officers of the City are authorized to
<br />execute and deliver on behalf of the City such certificates and instruments as may be necessary or appropriate prior
<br />to delivery of and payment for the Certificates to and by the Initial Purchaser.
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<br />(b) Execution of Ordinance. The Mayor and the City Secretary are authorized to execute the Certificate to
<br />which this Ordinance is attached on behalf of the City and to do any and all things proper and necessary to carry out
<br />the intent thereof.
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<br />SECTION 13. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the
<br />Certificates provided by the laws of the State of Texas, the City covenants and agrees that in the event the City
<br />defaults in the payment of the principal of or interest on any of the Certificates when due, fails to make the payments
<br />required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or
<br />performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the Owner of any of the
<br />Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compeIIing and requiring
<br />the City and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in
<br />this Ordinance. No delay or omission by any Owner to exercise any right or power accruing to such Owner upon
<br />default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
<br />therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient.
<br />The specific remedies mentioned in this Ordinance shall be available to any Owner of any of the Certificates and
<br />shall be cumulative of all other existing remedies.
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<br />SECTION 14. LOST. STOLEN. DESTROYED. DAMAGED. OR MUTILATED CERTIFICATES:
<br />DESTRUCTION OF PAID CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate
<br />shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Owner thereof, the City shall cause
<br />to be executed, registered by the Paying AgentlRegistrar, and delivered a substitute Certificate of like date and tenor,
<br />in exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of and
<br />substitution for such Certificate, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d) and
<br />(e) of this Section.
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