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the Rule and accordingly, the City hereby agrees to enter into a Continuing Disclosure • Undertaking (the "Continuing Disclosure Undertaking"). NOW, THEREFORE, BE IT RESOLVED by the City Councll of the Ciry of Elk River, Minnesota, as follows: 1. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commmission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the Continuing Disclosure Undertaking to: (a) provide ar 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 Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Continuing Disclosure Undertaking. (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 Bonds in accordance with the Continuing Disclosure 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 City to provide the annual financial information with respect to the City described in the Continuing Disclosure Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Continuing Disclosure Undertaking axe intended to be for the benefit of the holders and any other beneficial owners of the Bonds and shall be enforceable on behalf of such holders and beneficial owners; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Administrator, ox any other officer of the City authorized to act in their place (the "Officers") axe hereby authorized and directed to execute on behalf of the Ciry the Undertaking in substantially the form on file with the Administrator, subject to such modifications thereof ox additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds and (iii) acceptable to the Officers. 2. Famishing of Certificates and Proceedings. The Mayor, Administrator and other officers of the City are authorized and directed to prepare and famish to the purchaser of the Bonds and bond counsel, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control ox as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore famished, shall • constitute representations of the Ciry as to the truth of all statements contained therein.