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CONTINUING DISCLOSURE CERTIFICATE <br />This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the <br />Successor Agency to the Community Redevelopment Agency of the City of Santa Ana (the "Agency ") in <br />connection with the issuance of $ aggregate principal amount of Successor Agency to the <br />Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds (Merged Project <br />Area), Series 2016A (the `Bonds "). The Bonds are being issued pursuant to an Indenture of Trust, dated as of <br />, between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the <br />"Trustee "), (the "Indenture "). The Agency covenants and agrees as follows: <br />SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and <br />delivered by the Agency for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist <br />the Participating Underwriter in complying with Securities and Exchange Commission ( "S.E.C. ") Rule 15c2- <br />12(b)(5). <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 terms shall have the following meanings: <br />"Annual Report" shall mean any Annual Report provided by the Agency pursuant to, and as described <br />in, Sections 3 and 4 of this Disclosure Certificate. <br />"Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make <br />investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, <br />depositories or other intermediaries). <br />"City" means the City of Santa Ana, California. <br />"County" means the County of Orange. <br />"Dissemination Agent" shall mean the [Agency], or any successor Dissemination Agent designated in <br />writing by the Agency and which has filed with the Agency a written acceptance of such designation. <br />"Holder" shall mean the person in whose name any Bond shall be registered. <br />"Listed Events" shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. <br />"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or <br />authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise <br />designated by the MSRB or the Securities and Exchange Conmaission, filings with the MSRB are to be made <br />through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at <br />http://emma.msrb.org. <br />"Official Statement" means the Official Statement of the Agency dated , 2016. <br />"Participating Underwriter" shall mean the original underwriter of the Bonds required to comply with <br />the Rule in connection with 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 Agency shall, or shall cause the Dissemination Agent to, on March 31, 2017, and on or <br />before each March 31 thereafter, commencing with the report for the 2015 -16 Fiscal Year, provide to the MSRB <br />X1134 <br />