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paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of the City <br /> Council filed in the office of the City Administrator of the City accompanied by an opinion of <br /> Bond Counsel, who may rely on certificates of the City and others and the opinion may be <br /> subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is <br /> made in connection with a change in circumstances that arises from a change in law or regulation <br /> or a change in the identity, nature or status of the City or the type of operations conducted by the <br /> City, or(b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; <br /> (ii) this Section 7 as so amended or supplemented would have complied with the requirements of <br /> paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any <br /> change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect <br /> and interpreted at the time of the amendment or supplement was in effect at the time of the <br /> primary offering; and (iii) such amendment or supplement does not materially impair the <br /> interests of the Bondowners under the Rule. <br /> If the Disclosure Information is so amended, the City agrees to provide, <br /> contemporaneously with the effectiveness of such amendment, an explanation of the reasons for <br /> the amendment and the effect, if any, of the change in the type of financial information or <br /> operating data being provided hereunder. <br /> (3) This Section 7 is entered into to comply with the continuing disclosure provisions of <br /> the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the <br /> Rule. <br /> Section 8. Authorization of Payment of Certain Costs of Issuance of the Bonds. The <br /> City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment <br /> of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota, on the <br /> closing date for further distribution as directed by the City's financial advisor, Ehlers & <br /> Associates, Inc. <br /> Mayor <br /> Attest: <br /> City Clerk <br /> -19- <br />