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6 <br />4821-4853-6027v3/200434-0005 <br />Legal Documents or the consummation of the transactions contemplated thereby or contesting the <br />power of the City to enter into the Legal Documents; (iii) which may result in any material adverse <br />change to the financial condition of the City or to its ability to make payment of principal or <br />redemption price of and interest on the Bonds when due; or (iv) contesting the completeness or <br />accuracy of the Preliminary Official Statement or the Official Statement or any supplement or <br />amendment thereto or asserting that the Preliminary Official Statement or the Official Statement <br />contained any untrue statement of a material fact or omitted to state any material fact required to be <br />stated therein or necessary to make the statements therein, in the light of the circumstances under <br />which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry <br />or investigation of the nature described in clause (i) through (iv) of this sentence. <br />(n) To the extent required by law, the City will undertake, pursuant to the Continuing <br />Disclosure Certificate, to provide annual reports and notices of certain events. A description of this <br />undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official <br />Statement. Except as otherwise disclosed in the Preliminary Official Statement, the City has not <br />failed to comply in all material respects with any previous undertakings with regard to Rule 15c2-12 <br />to provide annual reports or notices of enumerated events in the past five years and, the City has been <br />in material compliance during the past five years with its continuing disclosure obligations in <br />accordance with Rule 15c2-12. <br />(o) Any certificate signed by any officer of the City authorized to execute such certificate <br />in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall <br />be deemed a representation and warranty of the City to the Underwriter as to the statements made <br />therein but not of the person signing such certificate. <br />(p) The City will promptly apply the proceeds of the Bonds to refund the Unfunded <br />Liability as of the date of issuance of the Bonds and to pay costs associated with the issuance and <br />delivery of the Bonds. <br />(q) During the period from the date hereof until the Closing Date, the City agrees to <br />furnish the Underwriter with copies of any documents it files with any regulatory authority which are <br />reasonably requested by the Underwriter. <br />(r) The City is not in material default, nor has the City been in material default at any <br />time, as to the payment of principal or interest with respect to a material obligation issued by the City <br />or with respect to a material obligation guaranteed by the City as guarantor. <br />(s) As of the date hereof, the City does not have any revenue bonds, capital lease <br />obligations, installment payment obligations or other material financial obligation, nor other material <br />obligations secured by payments from the general fund of the City, except as disclosed in the <br />Preliminary Official Statement and the Official Statement. <br />(t) The default judgment dated __________, 2021 entered in favor of the City in <br />connection with City of Santa Ana v. All Persons Interested, etc. was duly entered, the appeal period <br />has run without any appeal having been filed, and the default judgment is in full force and effect. <br />(u) The City had, prior to the adoption of the Resolution, and has, in full force and effect, <br />a Debt Management Policy that complies with Government Code section 8855(i).