Continuing Disclosure Certificate (2)

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13128-01 JHI-IW:BDQ:kla 03/06/96 04/29/96 05/30/96 FINAL 07/16/96 CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF BREA (the "City") in connection with the issuance of $27,725,000 aggregate principal amount of Countywide Public Financing Authority 1996 Revenue Bonds (the "Bonds"). The Bonds are being issued pursuant to an indenture of trust, dated as of July 1, 1996 (the "Indenture"), by and between the Countywide Public Financing Authority (the "Authority") and U.S. Trust Company of California, N.A., as trustee (the "Trustee"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2,the following capitalized terms shall have the following meanings: "Annual Report"shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean U.S. Trust Company of California, N.A., or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Trustee a written acceptance of such designation. "Lease Agreement" shall mean that certain Lease Agreement, dated as of July 1, 1996,by and between the Authority and the City. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository"shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository.