5.3. SR 02-06-2006 - Laserfiche WebLink

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Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (a) Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the SEC in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The SEC reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Series 2006A Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the Commission to provide the annual financial information with respect to the Commission described in the Undertaking. (d) The Commission agrees that its covenants pursuant to the Rule set forth in this section and in the Undertaking is intended to be for the benefit of the Holders of the Series 2006A Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the Commission's obligations under the covenants. 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 and directed to execute on behalf of the Commission and the City the Undertaking in substantially the form presented to the governing bodies of the Commission and the City subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Series 2006A Bonds, and (iii) acceptable to the Officers. Section 18. 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 2006A Bonds, certified copies of all proceedings and records of the Commission and the City relating to the Series 2006A Bonds and to the financial condition and affairs of the Commission and the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Series 2006A Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Commission and the City as to the facts recited therein. Section 19. Negative Covenant as to Use of Bond Proceeds and Proiect. The Commission and the City hereby covenant not to use the proceeds of the Series 2006A Bonds or 1861915vl 27