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