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E ' ' 01►111 kle C <br />FORM OF CONTINUING DISCLOSURE AGREEMENT <br />Upon issuance of the Bonds, the Authority proposes to enter into a Continuing Disclosure Agreement in <br />substantially the following form: <br />THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated as of June 1, <br />2024, is executed and delivered by the Santa Ana Public Financing Authority (the "Authority") and Urban Futures, <br />Inc., as dissemination agent (the "Dissemination Agent"), in connection with the issuance by the Authority of <br />$ aggregate principal amount of the Santa Ana Public Financing Authority Revenue Bonds, Series <br />2024 (the "Bonds"). The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2024 (the <br />"Indenture"), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee. <br />The Authority and the Dissemination Agent covenant and agree as follows: <br />Section 1. Purpose of the Disclosure Agreement. <br />This Disclosure Agreement is being executed and delivered by the Authority and the Dissemination Agent <br />for the benefit of the owners of the Bonds and in order to assist the Participating Underwriters in complying with <br />the Rule. <br />Section 2. Definitions. <br />In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this <br />Disclosure Agreement unless otherwise defined in this section, the following capitalized terms shall have the <br />following meanings: <br />"Annual Report" shall mean any Annual Report provided by the Authority pursuant to, and as described <br />in, Sections 3 and 4 of this Disclosure Agreement. <br />"Annual Report Date" shall mean the date in each year not later than April 1 following the end of the <br />Authority's fiscal year, the end of which, as of the date of this Disclosure Agreement, is June 30. <br />"Dissemination Agent" shall mean, initially, Urban Futures Inc., acting in its capacity as Dissemination <br />Agent hereunder, or any successor Dissemination Agent that is so designated in writing by the Authority and <br />which has filed with the then current Dissemination Agent a written acceptance of such designation. <br />"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. <br />"MSRB" shall mean the Municipal Securities Rulemaking Board. <br />"Official Statement" shall mean the Official Statement relating to the Bonds. <br />"Participating Underwriters" shall mean Samuel A. Ramirez & Company, Inc., the original underwriters <br />of the Bonds required to comply with the Rule in connection with the offering of the Bonds. <br />"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the <br />Securities Exchange Act of 1934, as the same may be amended from time to time. <br />Section 3. Provision of Annual Reports. <br />(a) The Authority shall, or shall cause the Dissemination Agent to, not later than the Annual <br />Report Date, commencing April 1, 2025, provide to MSRB an Annual Report that is consistent with the <br />requirements of Section 4 of this Disclosure Agreement. Not later than fifteen (15) calendar days prior to each <br />such Annual Report Date, the Authority shall provide its Annual Report to the Dissemination Agent, if such <br />D-1 <br />