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("MSRB") and the SID, if any, notice of the occurrence of certain material events with respect to <br />the Bonds in accordance with the Undertaking; and <br />(b) its covenants pursuant to the Rule set forth in this paragraph and in the <br />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 Administrator of the City, or any other officer of the City authorized to <br />act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the <br />City the Undertaking in substantially the form presented to the City Council subject to such <br />modifications thereof or additions thereto as are (i) consistent with the requirements under the <br />Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. <br />18. Defeasance. When all Certificates have been discharged as provided in this <br />paragraph, all pledges, covenants and other rights granted by this resolution to the registered <br />holders of the Certificates shall cease. The City may discharge its obligations with respect to any <br />Certificates which are due on any date by irrevocably depositing with the Registrar on or before <br />that date a sum sufficient for the payment thereof in full; or if any Certificate should not be paid <br />when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for <br />the payment thereof in full with interest accrued to the date of such deposit. The City may also <br />at any time discharge its obligations with respect to any Certificates, subject to the provisions of <br />law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, <br />with a 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, subject <br />to sale and/or reinvestment, to pay all amounts to become due thereon to maturity. <br />19. General Obligation Pledge. For the prompt and full payment of the principal and <br />interest on the Certificates, 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 Certificates <br />and any other certificates payable therefrom, the deficiency shall be promptly paid out of any <br />other funds of the City which are available for such purpose, and such other funds may be <br />reimbursed with or without interest from the Debt Service Account when a sufficient balance is <br />available therein. <br />20. Certificate of Rem The Administrator is hereby directed to file a certified <br />copy of this resolution with the County Auditor of Washington County, Minnesota, together with <br />such other information as the County Auditor shall require, and to obtain from the County <br />Auditor a certificate that the Certificates have been entered in the County Auditor's Register and <br />that the tax levy required by law has been made. <br />17 <br />14290900 <br />