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• CONTINUING DISCLOSURE AGREEMENT <br /> This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and <br /> delivered by the City of Batesville, Arkansas (the "Issuer") and The Citizens Bank, Batesville, <br /> Arkansas (the "Trustee") in connection with the issuance of the Issuer's Sales and Use Tax <br /> Bonds, Series 2012 (the 'Bonds"). The Bonds are being issued pursuant to Ordinance No. <br /> of the Issuer, adopted June 26, 2012 (the "Authorizing Ordinance"). The Issuer and the Trustee <br /> covenant and agree as follows: <br /> SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being <br /> executed and delivered by the Issuer and the Trustee for the benefit of the Beneficial Owners of <br /> the Bonds and in order to assist the Participating Underwriter in complying with the Securities <br /> and Exchange Commission, Rule 15c2-12(b)(5). <br /> SECTION 2. Definitions. In addition to the definitions set forth in the Authorizing <br /> Ordinance, which apply to any capitalized term used in this Disclosure Agreement unless <br /> otherwise defined in this Section, the following capitalized terms shall have the following <br /> meanings: <br /> "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and <br /> as described in, Sections 3 and 4 of this Disclosure Agreement. <br /> "Beneficial Owner" of a Bond shall mean any person who has or shares the power, <br /> • directly or indirectly, to make investment decisions concerning ownership of any Bonds <br /> (including persons holding Bonds through nominees, depositories or other intermediaries). <br /> "Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination <br /> Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and <br /> which has filed with the Trustee a written acceptance of such designation. <br /> "EMMA" shall mean the Electronic Municipal Market Access system as described in <br /> 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule. <br /> "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure <br /> Agreement. <br /> "MSRB" shall mean the Municipal Securities Rulemaking Board. <br /> "Official Statement" shall mean the Official Statement of the Issuer describing the Bonds, <br /> dated July 3, 2012. <br /> "Participating Underwriter" shall mean any of the original underwriters of the Bonds <br /> required to comply with the Rule in connection with offering of the Bonds. <br /> • <br />