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the provisions of Rule 15c2-12 (the "Rule") , promulgated by <br /> 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, in a timely <br /> manner, to (i) each nationally recognized municipal <br /> securities information repository ( "NRMSIR" ) or to the <br /> Municipal Securities Rulemaking Board ( "MSRB" ) and (ii) <br /> the state information depository (the "SID" ) , if any, <br /> notice of the occurrence of certain material events <br /> with respect to the Bonds in accordance with the <br /> 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 Administrator 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 /> 27 . Severability. If any section, paragraph or <br /> provision of this resolution shall be held to be invalid or <br /> unenforceable for any reason, the irivalidity or unenforceability <br /> of such section, paragraph or provision shall not affect any of <br /> the remaining provisions of this resolution. <br /> 28 . 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 /> The motion for the adoption of the foregoing resolution <br /> was duly seconded by member and, after a full <br /> discussion thereof and upon a vote being taken thereon, the <br /> following voted in favor thereof : <br /> 1194249.1 28 <br />