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APPENDIX E <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br />This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and <br />delivered by the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana <br />(the "Issuer") in connection with the issuance of its Tax Allocation Refunding Bonds, Series 2018A (Tax - <br />Exempt) and Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Bonds"). The Bonds are <br />being issued pursuant to an Indenture of Trust, dated as of 1, 2018, by and between The Bank of <br />New York Mellon Trust Company, N.A., as trustee (the "Trustee") and the Issuer (the "Indenture"). The Issuer <br />covenants and agrees as follows: <br />Section 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and <br />delivered by the Issuer for the benefit of the Beneficial Owners and bondholders in order to assist the <br />Participating Underwriter in complying with Securities and Exchange Commission Rule 15e2-12. <br />Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any <br />capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following <br />capitalized terns shall have the following meanings: <br />"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, <br />Sections 3 and 4 of this Disclosure Certificate. <br />"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or <br />consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through <br />nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income <br />tax purposes. <br />"Dissemination Agent" shall mean Urban Futures Incorporated, or any successor Dissemination Agent <br />designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. <br />In the absence of such a designation, the Issuer shall act as the Dissemination Agent. <br />"EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository system <br />located at www.emma.msrb.org for documents filed with the MSRB pursuant to the Rule, such as official <br />statements and disclosure information relating to municipal bonds, notes and other securities as issued by state <br />and local governments. <br />"Listed Events" shall mean any of the events listed in Section 5(a) and (b) of this Disclosure Certificate. <br />"MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the <br />Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, <br />or any other repository of disclosure information which may be designated by the Securities and Exchange <br />Commission as such for purposes of the Rule in the future. <br />"Participating Underwriter" shall mean Samuel A. Ramirez & Co., Inc., or any of the original <br />underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. <br />"Rule" shall mean Rule 15c2-12 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 />"State" shall mean the State of California. <br />"State Repository" shall mean any public or private repository or entity designated by the State as a state <br />repository for the purpose of the Rule. As of the date of this Certificate, there is no State Repository, <br />E-1 <br />SA -3-78 <br />