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ARBITRAGE AND TAX CERTIFICATE 096-112--AF <br />The undersigned hereby certifies that he/she is a duly appointed <br />authorized agent, of the CITYOF SANTA ANA (the "Lessee"), for the <br />Purpose of executing and delivering, on behalf of the Lessee, the <br />Lease with Option to Purchase dated July 1, 1996 (the "Lease"), by and <br />between MUNICIPAL LEASING ASSOCIATES, INC. (the "Corporation") as <br />lessor and the Lessee as lessee. This Certificate is being issued <br />pursuant to Section 148 of the Internal Revenue Code of 1986 (the <br />"Code"), and Treasury Regulations, Sections 1.148-1 through 1.148-11 <br />Promulgated thereunder (the "Regulations"). The following facts, <br />estimates and circumstances are either in existence on the date of <br />this Arbitrage and Tax Certificate or are reasonably expected to occur <br />hereafter. <br />1. Under the Lease, the Corporation is required to acquire the <br />property described in the schedule attached to the Lease (the <br />"Property"), and to lease and sell the Property to the Lessee; and the <br />Lessee is required to lease and purchase the Property from Corporation <br />by making Rental Payments with respect thereto, comprising principal <br />and interest, on the dates and in the amounts set forth in the Lease. <br />2. On the date of Lease issuance, the Lessee will receive not <br />less than $1,325,580.00 from the Corporation. Such moneys will be <br />deposited with the Lessee and used, together with interest earnings <br />thereon, to pay the Property costs. <br />3. The Lessee on behalf of the Corporation, will proceed to <br />acquire and install the Property with due diligence and, based upon <br />the provisions of the purchase contracts, delivery and acceptance of <br />the Property is scheduled to occur on or before six months after the <br />date hereof but in no case later than three years from the date <br />hereof, and it is expected that all Lease proceeds will be spent by <br />such date. <br />4. The original proceeds of the Lease plus the interest earned <br />thereon, will not exceed by more than 5% the amount necessary for the <br />governmental purpose for which the Lease is issued. <br />5. The yield of the Lease, without taking into account costs of <br />issuance thereon, and on the basis of the initial reoffering price of <br />the Lease to the Assignee, is not less than 5.25%. <br />6. No sinking fund will be maintained for the payment of the <br />Rental Payments due under the Lease. <br />7. The term of the Lease is not longer than is reasonably <br />necessary for the -governmental purpose of the Lease, and the weighted <br />average maturity of the Lease does not exceed 120 percent of the <br />average reasonably expected economic life of the leased Property. <br />8. The Property has not been, and is not expected during the <br />term of the Lease, to be sold or otherwise disposed of by the Lessee. <br />