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provided that notice of redemption thereof has been duly given. The City may also at any time <br />discharge its obligations with respect to any Bonds, subject to the provisions of law now or <br />hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a <br />suitable banking institution qualified by law as an escrow agent for this purpose, cash or <br />securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest <br />payable at such times and at such rates and maturing on such dates as shall be required, without <br />regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if <br />notice of redemption as herein required has been duly provided for, to such earlier redemption <br />date. <br />20. Continuing Disclosure. The City is the sole obligated person with respect to the <br />Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), <br />promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the <br />Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the <br />"Undertaking") hereinafter described to: <br />(a) Provide or cause to be provided to the Municipal Securities Rule Making Board <br />(the "MSRB") by filing at www.emma.msrb.ore in accordance with the Undertaking, certain <br />annual financial information and operating data in accordance with the Undertaking. The City <br />reserves the right to modify from time to time the terms of the Undertaking as provided therein. <br />(b) Provide or cause to be provided, in a timely manner, to the MSRB notice of the <br />occurrence of certain material events with respect to the Bonds in accordance with the <br />Undertaking. <br />(c) Provide or cause to be provided, in a timely manner, to the MSRB notice of a <br />failure by the City to provide the annual financial information with respect to the City described <br />in the Undertaking. <br />(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph <br />and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be <br />enforceable on behalf of such Holders; provided that the right to enforce the provisions of these <br />covenants shall be limited to a right to obtain specific enforcement of the City's obligations under <br />the covenants. <br />The Mayor and Manager or any other officer of the City authorized to act in their place <br />are hereby authorized and directed to execute on behalf of the City the Undertaking in <br />substantially the form presented to the City Council subject to such modifications thereof or <br />additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the <br />Purchaser of the Bonds, and (iii) acceptable to the Mayor and Clerk. <br />21. General Obligation Pledge. For the prompt and full payment of the principal of <br />and interest on the Bonds as the same respectively become due, the full faith, credit and taxing <br />powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt <br />Service Account is ever insufficient to pay all principal and interest then due on the Bonds <br />payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City <br />18 <br />2377798v1 <br />