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CCRes_96-20
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CCRes_96-20
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• EXHIBIT A <br />CONTINUING DISCLOSURE UNDERTAKING <br />In order to permit participating underwriters in the primary offering of the Bonds to comply <br />with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission <br />under the Securities Exchange Act of 1934 (as in effect and interpreted from time to time, the <br />"Rule"), the City of Falcon Heights, Minnesota (the Issuer) covenants and agrees, for the benefit of <br />the Owners (as hereinafter defined) from time to time of any Bonds which are Outstanding, to <br />provide annual reports of specified information and notice of the occurrence of certain events, if <br />material, as hereinafter described (the "Disclosure Covenants"). The Issuer is the only "obligated <br />person" with respect to the Bonds within the meaning of the Rule for purposes of identifying the <br />entities in respect of which continuing disclosure must be made. The Issuer has complied in all <br />material respects with any undertaking previously entered into by it under the Rule. <br />Breach of the Disclosure Covenants will not constitute a default under the Bond Resolution <br />or the Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, <br />however, before recommending the purchase or sale of Bonds in the secondary market. Thus, a <br />failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the <br />transferability and liquidity of the Bonds and their market price. <br />• <br />As used herein, "Owner" or "Bondowner" means with respect to a Bond, the registered <br />holder or holders thereof appearing in the bond register maintained by the Registrar or any <br />"Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the <br />Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to <br />the Registrar. As used herein, "Beneficial Owner" means, with respect to a Bond, any person or <br />entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose <br />of ownership of such Bond (including persons or entities holding Bonds through nominees, <br />depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income <br />tax purposes. <br />Information to be Disclosed <br />The Issuer will provide, in the manner set forth under "Manner of Disclosure" below, either <br />directly or indirectly through an agent designated by the Issuer, the following information at the <br />following times: <br />Annual Information <br />On or before 365 days after the end of each fiscal year of the Issuer, commencing with the <br />fiscal year ending December 31, 1997, the following financial information and operating <br />• data (the "Disclosure Information"): <br />1452997 <br />A-1 <br />
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