February 2018 Board meeting - CWU Sammamish - a

(d) Beneficiaries. The Undertaking shall inure to the benefit of the University and the holder of each Series 2018 Bond, and shall not inure to the benefit of or create any rights in any other person. (e) Termination of Undertaking. The University’s obligations under the Undertaking shall terminate upon the legal defeasance of all of the Series 2018 Bonds. In addition, the University’s obligations under the Undertaking shall terminate if the provisions of Rule 15c2-12 that require the University to comply with the Undertaking become legally inapplicable in respect of the Series 2018 Bonds for any reason, as confirmed by an opinion of Bond Counsel delivered to the University, and the University provides timely notice of such termination to the MSRB. (f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the University learns of any failure to comply with the Undertaking, the University will proceed with due diligence to cause such noncompliance to be corrected. No failure by the University or other obligated person to comply with the Undertaking shall constitute a default in respect of the Series 2018 Bonds. The sole remedy of any holder of a Series 2018 Bond shall be to seek an order of mandamus or specific performance from an appropriate court to compel the University or other obligated person to comply with the Undertaking. (g) Designation of Official Responsible to Administer Undertaking. The Treasurer or his or her designee is authorized and directed in his or her discretion to take such further actions as may be necessary, appropriate, or convenient to carry out the Undertaking in accordance with Rule 15c2-12, including the following actions: (i) Preparing and filing the annual financial information undertaken to be provided; (ii) Determining whether any event specified in subsection (a) of this section has occurred, assessing its materiality, where necessary,

52919530.2

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