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APPENDIX D <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br />This Continuing Disclosure Undertalcing (the "Disclosure Undertaking ") is executed and delivered by the City <br />of Little Canada, Minnesota (the "Issuer "), in connection with the issuance of $2,205,000 General Obligation <br />Permanent Improvement Revolving Fund Bonds, Series 2007A (the "Bonds"). The Bonds are being issued pursuant <br />to a Resolution adopted on February 28, 2007 ( "Resolution "). Pursuant to the Resolution and this Undertaking, the <br />Issuer covenants and agrees as follows: <br />SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is being executed and <br />delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying <br />with SEC Rule 15c2 12(b)(5). <br />SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any <br />capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized <br />teams shall have the following meanings: <br />"Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as <br />described in, Sections 3 and 4 of this Disclosure Undertalcing. <br />"Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an <br />independent certified public accounting firm, prepared pursuant to generally accepted accounting principles <br />promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards <br />promulgated by the Government Accounting Standards Board. <br />"Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as <br />information dissemination agent and which has filed with the Issuer a written acceptance of such designation. <br />"Fiscal Year" shall be the fiscal year of the Issuer. <br />"Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, <br />Section 475.51, Subdivision 9. <br />"MSRB" shall mean the Municipal Securities Rulemaking Board. <br />"National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository <br />for purposes of the Rule. Currently, the following are National Repositories: <br />Bloomberg Municipal Repository <br />100 Business Park Drive <br />Skillman, NJ 08558 <br />Phone: (609) 279 -3225; Fax: (609) 279 -5962 <br />www.bloomberg.com/markets/rates/municontacts.html <br />E -mail: MunisaBloombera.com <br />D -1 <br />