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the Securities and Exchange Commission (the "Commission") <br />pursuant to the Securities Exchange Act of 1934, as amended, <br />and a Continuing Disclosure Undertaking (the "Undertaking") <br />hereinafter described to: <br />(1) Provide or cause to be provided, (i) (a) upon <br />request to any person, or (b) upon establishment of a <br />state information depository ("SID"), to the SID, its <br />audited financial statements for the most recent fiscal <br />year, and (ii) to each nationally recognized municipal <br />securities information repository ("NRMSIR") or to the <br />Municipal Securities Rulemaking Board ("MSRB") and the <br />SID, if any, notice of the occurrence of certain <br />material events with respect to the Bonds in accordance <br />with the Undertaking. <br />(2) The City agrees that its covenants pursuant <br />to the Rule set forth in this paragraph and in the <br />Undertaking are intended to be for the benefit of the <br />holders and any other beneficial owners of the Bonds <br />and shall be enforceable on behalf of such holders and <br />beneficial owners; provided that the right to enforce <br />the provisions of these covenants shall be limited to a <br />right to obtain specific enforcement of the City's <br />obligations under the covenants. <br />(b) The Mayor and Clerk -Treasurer of the City, or any <br />other officer of the City authorized to act in their place, <br />(the "Officers") are hereby authorized and directed to <br />execute on behalf of the City the Undertaking in substan- <br />tially the form presented to the Council, subject to such <br />modifications thereof or additions thereto as are (i) <br />consistent with the requirements under the Rule, (ii) <br />required by the purchaser of the Bonds and (iii) acceptable <br />to the Officers. <br />12. 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 />13. Headings. Headings in this resolution are <br />included for convenience of reference only and are not a part <br />hereof, and shall not limit or define the meaning of any <br />provision hereof. <br />965985.1 4 <br />