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expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price"of the Series 2014A Bonds, and (ii)a de minimis amount of Reimbursement Expenditures not in excess of the lesser of$100,000 or 5%of the proceeds of the Series 2014A Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Series 2014A Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3)of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Series 2014A Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the Commission's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Series 2014A Bonds are issued, shall be treated as made on the day the Series 2014A Bonds are issued. Provided, however,that the Commission may take action contrary to any of the foregoing covenants in this section upon receipt of an opinion of its Bond Counsel for the Series 2014A Bonds stating in effect that such action will not impair the tax-exempt status of the Series 2014A Bonds. Section 18. Continuing Disclosure. With respect to the continuing disclosure requirements under Rule 15c2-12(b)(5) (the "Rule") of the Securities and Exchange Commission, on the date of actual issuance and delivery of the Bonds, the Commission and the City will execute and deliver a Continuing Disclosure Certificate (the "Undertaking") whereunder the Commission and the City will covenant to provide certain information specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the Commission for its consideration is hereby approved, and the President and Secretary of the Commission and the Mayor and Clerk of the City, or any other officer of the Commission or the City authorized to act in their place (the"Officers") are hereby authorized to execute and deliver that Undertaking in the proposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the Purchasers of the Bonds and acceptable to the Officers who shall execute the Undertaking (which consent shall be conclusively evidenced by their execution and delivery thereof). The Undertaking, as so executed and delivered by the Officers, shall be as much a part of this Resolution as if set forth in full herein and shall be for the benefit of the owners from time to time of the Series 2014A Bonds. Section 19. Records and Certificates. The officers of the Commission and the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Series 2014A Bonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2014A Bonds and 26 438081 v3 JSB EL185-25