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[Execution Copyj TAX CERTIFICATE AND AGREEMENT Relating to the $107,399,438.50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Pursuant in part to Treasury Regulations Section 1.148-2(b)(2)(i), the City of Santa Ana (the "City") and the Santa Ana Financing Authority (the "Authority") hereby make the following representations of facts and expectations and covenants to comply with the requirements of this Tax Certificate and Agreement and the exhibits attached hereto (the "Tax Certificate") in connection with the execution and delivery of the above-captioned obligations (the "1994 Bonds"). The representations and covenants made by the City herein are in furtherance of the covenants contained in Section 4.03 of the Lease by and between the Authority and the City dated as of March 1, 1994. The representations and covenants made by the Authority herein are in furtherance of the covenants contained in Section 6.04 of the Indenture (the "Indenture"), dated as of March 1, 1994, between the Authority and Meridian Trust Company of California, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the respective meanings set forth in the Indenture unless the context requires otherwise. In General 1.1 Agreement. The representations and covenants herein made by the City and the Authority are made in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1.2 Purpose of Tax Certificate. The City and the Authority are delivering this Tax Certificate to Orrick, Herrington & Sutcliffe ("Bond Counsel"), with the understanding and acknowledgment that Bond Counsel will rely upon this Tax Certificate in rendering an opinion that interest on the 1994 Bonds will be excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code"). 1.3 Purpose of Financing. The 1994 Bonds are being executed and delivered pursuant to the Indenture to provide funds (i) to pay certain capital costs of the Project (as defined in Section 1.7 hereof); (ii) to fund a debt service reserve fund with respect to the 1994 Bonds; (iii) to pay for a policy of bond insurance securing the payment of debt service with respect to the 1994 Bonds (the "Guarantee"); and (iv) to pay certain costs of issuing the 1994 Bonds. 1.4 Delivery of the 1994 Bonds. The 1994 Bonds are being delivered to the Underwriters on the date hereof. 1.5 Reliance on Other Parties. The expectations of the City and the Authority concerning certain uses of the proceeds of the 1994 Bonds and certain other matters described herein are based in whole or in part upon representations of other parties set forth in this Tax Certificate (including the certificate of the Underwriters attached hereto as ExhibitA and the certificate of the Guarantor attached hereto as Exhibit 8). Neither the City nor the Authority is aware of any facts or circumstances that would cause either the City or the Authority to question the accuracy or reasonableness of any representation made in this Tax Certificate. LA1-69477.4