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<br />E-1 <br />4826-7904-2280v7/200434-0005 <br />APPENDIX E <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br />Upon issuance of the Bonds, the City proposes to enter into a Continuing Disclosure Certificate in <br />substantially the following form: <br />This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City <br />of Santa Ana (the “City”) in connection with the issuance by the City of its $__________ 2021 Taxable Pension <br />Obligation Bonds, Series A (the “Bonds”). The Bonds are being issued pursuant to a Trust Agreement, dated as of <br />September 1, 2021 (the “Trust Agreement”), by and between the City and U.S. Bank National Association, as <br />trustee (the “Trustee”). The City covenants and agrees as follows: <br />1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered <br />by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating <br />Underwriter in complying with the Rule. <br />2. Definitions. In addition to the definitions that are set forth in the Trust Agreement, which apply to <br />any capitalized term that is used in this Disclosure Certificate unless otherwise defined in this Section, the following <br />capitalized terms shall have the following meanings: <br />Annual Report. The term “Annual Report” means any Annual Report provided by the City pursuant to, and <br />as described in, Sections 3 and 4 of this Disclosure Certificate. <br />Beneficial Owner. The term “Beneficial Owner” means any person which: (a) has the power, directly or <br />indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding <br />Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal <br />income tax purposes. <br />Dissemination Agent shall mean, initially, Urban Futures Inc., acting in its capacity as Dissemination Agent <br />hereunder, or any successor Dissemination Agent designated in writing by the City and there has been filed with the <br />then current Dissemination Agent a written acceptance of such designation. <br />EMMA. The term “EMMA” means the Municipal Securities Rulemaking Board’s Electronic Municipal <br />Market Access system for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/. <br />Financial Obligation. The term “Financial Obligation” means a: (A) debt obligation; (B) derivative <br />instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned <br />debt obligation; or (C) guarantee of (A) or (B). The term “Financial Obligation” does not include municipal securities <br />as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with <br />the Rule. <br />Fiscal Year. The term “Fiscal Year” means the one-year period ending on the last day of June of each year. <br />Holder. The term “Holder” means a registered owner of the Bonds. <br />Listed Events. The term “Listed Events” means any of the events listed in Sections 5(a) and (b) of this <br />Disclosure Certificate. <br />Official Statement. The term “Official Statement” means the Official Statement dated January 13, 2021 <br />relating to the Bonds.