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5313747v2 16 Securities Exchange Act of 1934, as amended, an d a Continuing Disclosure Undertaking (the "Undertaking") herein after described to: (a) Provide or cause to be provided to th e Municipal Securities Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial information and operating data in accord ance with the Undertaking. The City reserves the right to modify from time to time the term s of the Undertaking as provided therein. (b) Provide or cause to be provided to the MSRB notice of the occurrence of certain events with respect to the Bonds in not more than ten (10) busi ness days after the occurrence of the event, in accordance with the Undertaking. (c) Provide or cause to be provided to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking, in not more than ten (10) business days following such amendment. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided th at the right to enforce the provisions of these covenants shall be limited to a ri ght to obtain specific enforcemen t of the City's obligations under the covenants. The Mayor and Manager of the City, or any othe r officer of the City authorized to act in their place (the "Officers") are he reby authorized and directed to execute on behalf of the City the Undertaking in substantially the form pr esented to the City C ouncil subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purc haser of the Bonds, and (iii) acceptable to the Officers. 26. Certificate of Registration. The Manager is hereby directed to file a certified copy of this resolution with the C ounty Auditor of Ramsey County, Minnesota, together with such other information as the Count y Auditor shall require, and to obtain the County Auditor's Certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by law has been made. 27. Records and Certificates. The officers of the City are he reby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys appr oving the legality of the issuance of the Bonds, certified copies of all pro ceedings and records of th e City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the le gality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificat es and affidavits, including any heretofore furnished, shall be deem ed representations of the City as to the facts recited therein. 28. Negative Covenant as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Bonds or to use the Project financed by the Prior Bonds, or to cause or permit them to be used, or to enter in to any deferred payment arrangements for the cost of the Project, in such a manner as to cause th e Bonds to be "private activity bonds" within the meaning of Sections 103 a nd 141 through 150 of the Code.