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<br />D–1 <br />APPENDIX D <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br /> <br />$______ <br />SAN LEANDRO PUBLIC FINANCING AUTHORITY <br />2016 REFUNDING LEASE REVENUE BONDS <br /> <br />This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) is <br />executed and delivered by the City of San Leandro (the “City”), on behalf of itself and the San <br />Leandro Public Financing Authority (the “Authority”), in connection with the issuance of the <br />bonds captioned above (the “Bonds”). The Bonds are being executed and delivered pursuant to <br />an Indenture of Trust dated as of December 1, 2016 (the “Indenture”) by and between the <br />Authority and U.S. Bank National Association, as trustee (the “Trustee”). <br /> <br />The City covenants and agrees as follows: <br /> <br />Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being <br />executed and delivered by the City for the benefit of the holders and beneficial owners of the <br />Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2– <br />12(b)(5). <br /> <br />Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, <br />which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined <br />in this Section 2, the following capitalized terms shall have the following meanings: <br /> <br />“Annual Report” means any Annual Report provided by the City pursuant to, and as <br />described in, Sections 3 and 4 of this Disclosure Certificate. <br /> <br />“Annual Report Date” means the date that is nine months after the end of the City’s <br />Fiscal Year (currently March 31 based on the City’s Fiscal Year end of June 30). <br /> <br />“Dissemination Agent” shall mean, initially, [____________], or any successor <br />Dissemination Agent designed in writing by the City and which has been filed with the then <br />current Dissemination Agent a written acceptance of such designation. <br /> <br />“Fiscal Year” means any twelve–month period beginning on July 1 in any year and <br />extending to the next succeeding June 30, both dates inclusive, or any other twelve–month <br />period selected and designated by the City as its official Fiscal Year period under a Certificate of <br />the City filed with the Trustee. <br /> <br />“MSRB” means the Municipal Securities Rulemaking Board, which has been designated <br />by the Securities and Exchange Commission as the sole repository of disclosure information for <br />purposes of the Rule, or any other repository of disclosure information that may be designated <br />by the Securities and Exchange Commission as such for purposes of the Rule in the future. <br /> <br />“Official Statement” means the final official statement executed by the City in connection <br />with the issuance of the Bonds. <br /> <br />“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, as the <br />original underwriter of the Bonds.