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<br />WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN TIllS SECTION, BUT EVERY
<br />RIGHT AND REMEDY OF ANY SUCH PERSON,. IN CONTRACT OR TORT.. FOR OR ON ACCOUNT OF
<br />ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
<br />PERFORMANCE.
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<br />No demult by the City in observing or perfonning its obligations under this Section shall comprise a breach
<br />of or demult under this Ordinance for purposes of any other provisions of this Ordinance.
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<br />Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
<br />under federal and state securities laws.
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<br />The provisions of this Section may be amended, supplemented, or repealed by the City from time to time
<br />under the following circumstances, but not otherwise: (1) to adapt to changed circumstances that arise from a change
<br />in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if
<br />the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or
<br />sell Bonds in the present offering in compliance with the Rule and either the Owners of a majority in aggregate
<br />principal amount of the outstanding Bonds consent to such amendment, supplement, or repeal, or any State agency
<br />or official determines that such amendment, supplement, or repeal will not materially impair the interests of the
<br />beneficial owners of the Bonds, (2) upon repeal of the applicable provisions of the Rule, or any judgment by a court
<br />of final jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner permitted by the
<br />Rule.
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<br />Section 19. FURTHER PROCEDURES. The Mayor, the City Secretary, the City Manager, the Finance
<br />Director, the City's Financial Advisor, and all other officers, employees, attorneys, and agents of the City, and each
<br />of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any
<br />time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the
<br />seal and on behalf of the City, all such instruments, whether or not herein mentioned, as may be necessary or
<br />desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, and the Official Statement.
<br />Prior to the initial delivery of the Bonds, the Mayor and Bond Counsel to the City are hereby authorized and directed
<br />to approve any technical changes or corrections to this Ordinance or to any of the instrwnents authorized by this
<br />Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the
<br />transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating
<br />agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office,
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<br />Section 20. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a contract
<br />with the Owners, from time to time, of the Bonds, binding on the City and its successors and assigns, and shall not
<br />be amended or repealed by the City as long as any Bond remains outstanding except as permitted in this Section.
<br />The City may, without the consent of or notice to any owners, amend, change, or modifY this Ordinance as may be
<br />required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii) for the
<br />purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iv) in connection with any
<br />other change which is not to the prejudice of the Owners. The City may, with the written consent of the Owners of a
<br />majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds
<br />amend, change, modify, or rescind any provisions of this Ordinance; provided that without the consent of all of the
<br />Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of
<br />payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest
<br />thereon, or in any other way modify the terms of payment of the principal of or interest on additional bonds on a
<br />parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond, (iii) extend any waiver
<br />of demult to subsequent demults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any
<br />such amendment, change, modification, or rescission. Whenever the City shall desire to make any amendment or
<br />addition to or rescission of this Ordinance requiring consent of the Owners, the City shall cause notice of the
<br />amendment, addition, or rescission to be given as described above for a notice of redemption, Whenever at any time
<br />within one year after the date of the giving of such notice, the City shall receive an instrument or instruments in
<br />writing executed by the Owners of a majority in aggregate principal amount of the Bonds then outstanding affected
<br />by any such amendment, addition, or rescission requiring the consent of Owners of Bonds, which instrument or
<br />instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall
<br />specifically consent to and approve the adoption. thereof in substantially the form of the copy thereof referred to in
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<br />063939.0001 AUSTIN 280348
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