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<br />. <br /> <br />. <br /> <br />. <br /> <br />obligation(s) with respect to any Bond, subject to the provisions <br />of law now or hereafter authorizing or regulating such action, by <br />depositing irrevocably in escrow, with a suitable institution <br />qualified by law as an escrow agent for this purpose, cash or <br />securities which are backed by the full faith and credit of the <br />United States of America, bearing interest payable at such times <br />and at such rates and maturing on such dates and in such amounts <br />as shall be required and sufficient, subject to sale and/or <br />reinvestment in like securities, to pay said obligation(s), which <br />may include any interest payment on such Bond and/or principal <br />amount due thereon at a stated maturity (or if irrevocable <br />provision shall have been made for permitted prior redemption of <br />such principal amount, at such earlier redemption date) . <br /> <br />26. Continuinq Disclosure Undertaking. The Council <br />hereby acknowledges that the Bonds are subject to continuing <br />disclosure requirements under Rule 15c2-12 (b) (5) (the "Rule") of <br />the Securities and Exchange Commission. Consequently, on the <br />date of actual issuance and delivery of the Bonds, the City will <br />execute and deliver a Continuing Disclosure Undertaking (the <br />"Undertaking") whereunder the City will covenant to provide, or <br />cause to be provided, annual financial information, including <br />audited financial statements of the City, and notices of certain <br />material events, as specified in the Undertaking. The proposed <br />form of the Undertaking which has been submitted to the City for <br />the Council's consideration is hereby approved, and the officers <br />of the City are hereby authorized to execute and deliver that <br />Undertaking in the proposed form or in such final form thereof <br />reflecting such modifications thereof as are consistent with the <br />Rule, requested by the original purchaser of the Bonds and <br />acceptable to the City officials who shall execute the <br />Undertaking (which consent shall be conclusively evidenced by <br />their execution and delivery thereof). The Undertaking, as so <br />executed and delivered by the City, shall be as much a part of <br />this Resolution as if set forth in full herein and shall be for <br />the benefit of the owners from time to time of the Bonds. <br /> <br />27. Tax Increment Pledqe Aqreement. The Council <br />hereby approves and authorizes the Mayor and Interim City Clerk- <br />Administrator to execute that certain Tax Increment Pledge <br />Agreement, dated as of March 1, 1996, respecting the Bonds, which <br />Agreement is between the City and the Mounds View EDA and has <br />been presented for the Council's consideration, with such <br />modifications, if any, as such officers shall approve, as <br />evidenced by their execution and delivery thereof. <br /> <br />28. Severability. If any section, paragraph or <br />provision of this Resolution shall be held to be invalid or <br />unenforceable for any reason, the invalidity or unenforceability <br />of such section, paragraph or provision shall not affect any of <br />the remaining provisions of this Resolution. <br /> <br />311176.1 <br /> <br />22 <br />