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APPENDIX C LETTER OF REPRESENTATION [LETTERHEAD OF THE MEMBER CITY] July 16, 1996 Stone & Youngberg LLC 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 Countywide Public Financing Authority do City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Re: Countywide Public Financing Authority 1996 Revenue Bonds Dear Ladies and Gentlemen: The Countywide Public Financing Authority (the "Authority") and the undersigned City (the "Member") propose to enter into a Lease Agreement to be dated as of July 1, 1996 (the "Lease Agreement") and a Site and Facility Lease to be dated as of July 1, 1996 (the "Site Lease") to provide security for the Bonds (as hereinafter defined), which are being issued to finance the acquisition, construction and installation of a portion of the Orange County Countywide 800 Mhz communications system as described in the Official Statement (hereinafter mentioned), and to finance certain capital improvements of the members of the Authority (the "Members") throughout the geographic boundaries of such Members (collectively, the "Project"). Pursuant to a'Bond Purchase Agreement between Stone& Youngberg LLC (the "Underwriter") and the Authority, dated the date hereof(the "Purchase Contract"), the Underwriter proposes to purchase the Countywide Public Financing Authority 1996 Revenue Bonds in the amount stated in the Purchase Contract (the "Bonds"). This Letter of Representation is being delivered pursuant to the Purchase Contract and all capitalized terms not defined herein shall have the meanings given to such terms in the Purchase Contract. In order to induce you to enter into the Purchase Contract and to permit the Underwriter to make a public offering of the Bonds therein contemplated, the Member hereby represents, warrants, covenants and agrees as follows, the provisions of paragraphs (a) through (1) being true as of the date hereof: (a) Due Organization, Existence and Authority of the Member. The Member is duly organized and validly existing as a [general law][chartered] city and municipal corporation of the State of California (the "State"), and the Member has, and on the Closing Date will have, the full legal right, power and authority to (i) execute and deliver its Member Documents and to approve the Official Statement and the Purchase Contract, (ii) perform its obligations and engage in the transactions contemplated by the Member Documents, the Purchase Agreement and the Official KMLYDDAN 26982 237329 6 C-1