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APPENDIX G FORM OF CLOSING CERTIFICATE OF TRUSTEE The undersigned, on behalf of U.S. Trust Company of California, N.A. (the "Trustee"), hereby makes the following certifications pursuant to Section 8(g) of the Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Countywide Public Financing Authority (the "Authority") and Stone& Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. I am a duly authorized officer of the Trustee and as such I am familiar with the facts herein certified and authorized and qualified to certify the same. 2. The Trustee has been duly organized and is validly existing and in good standing as a [state banking corporation/national banking association] with full corporate power to undertake its obligations under the Indenture. 3. The Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of its obligations thereunder. 4. The Bonds have been validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture. 5. Pursuant to the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture. 6. No authorization, approval, consent or other order of any governmental entity or regulatory authority having jurisdiction over the banking and trust activities of the Trustee that has not been obtained is or will be required for the valid authorization, execution and delivery of the Indenture by the Trustee or the performance by the Trustee of its obligations under the Indenture. 7. The execution and delivery of the Trustee Agreement, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under, the Trustee's duties or obligations under any law, administrative regulation, court decree, resolution, charter, by- laws, agreement, instrument or commitment applicable to or binding upon the Trustee. 8. The Trustee is duly authorized to accept the obligations created by the Indenture and to authenticate the Bonds pursuant to the terms thereof, and the Trustee has authenticated and delivered the Bonds in accordance with the terms of the Indenture. Dated: [Closing Date] By: Title: KMLYDDAN 26962 257329 6 G-1