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APPENDIX H FORM OF CLOSING CERTIFICATE OF AUTHORITY The undersigned, on behalf of the Countywide Public Financing Authority (the "Authority"), hereby makes the following certifications pursuant to Section 8(n) of the Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between 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. The undersigned is the duly elected or appointed Treasurer of the Authority and, as such, is familiar with the facts herein certified and is authorized to certify the same on behalf of the Authority. 2. The Authority is a public body corporate and politic, duly organized and validly existing under the laws of the State of California. 3. The Authorizing Resolutions are in full force and effect and have not been amended, modified, repealed or rescinded in any manner as of the date hereof. 4. The Authority has all necessary power and authority to authorize and issue the Bonds and to execute, deliver and perform its obligations under each of the Authority Documents. 5. The Authority has, by all necessary action, duly approved and authorized the execution and delivery of the Official Statement, and has, by all necessary action, duly approved and authorized the execution and delivery of, and the performance by the Authority of its obligations contained in, the Authority Documents. 6. The Bonds and the Authority Documents have been duly executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, constitute legally valid and binding agreements of the Authority. 7. The Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date hereof under the Authority Documents, and the representations, agreements and warranties of the Authority contained in the Authority Documents are true and correct in all material respects as if made as of the date hereof. 8. The Authority has no knowledge or reason to believe that the information in the Official Statement concerning the Authority contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. To the best knowledge of the undersigned there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or threatened against or affecting the Authority wherein an unfavorable decision, ruling or finding would restrain or enjoin the issuance, sale, execution or delivery of the Bonds or in any way contest or adversely affect (i) the validity of the Bonds, (ii) the validity of the proceedings of the Authority taken with respect to the issuance or sale of the Bonds, (iii) the pledge or application of any moneys or securities provided for the payment of the Bonds, (iv) the existence or powers of the Authority or the title of any officers of the Authority to their respective positions, (v) the validity or enforceability of, or the authority or ability of the Authority to perform its obligations under, Authority Documents or any other agreement KM:LYDDAN 26982 257329 6 H-1