HOLMAN CAPITAL CORPORATION (HOLMAN)

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EXHIBIT A TO ESCROW AGREEMENT CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST The following payment request is directed to Community Business Bank (the "Escrow Agent "), as escrow agent under that certain Escrow Agreement dated June 5, 2015 (the "Escrow Agreement "), between the City of Santa Ana ( "Lessee "), Holman Capital Corporation ("Lessor"), and the Escrow Agent. Because Holman Capital Corporation has assigned all of its right, title, and interest in and to the Escrow Agreement to Community Business Bank, all references herein to "Lessor" shall mean Community Business Bank. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under the Equipment Acquisition Contract (or has been paid by and not previously reimbursed to Orange County or the Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Equipment Lease - Purchase Agreement and Equipment Schedule both dated June 5, 2015 (the "Lease Agreement"), between Lessor and Lessee: Description of Equipment: The "Equipment" is Lessee's pro rata portion and Cost Share of 800 MHz Countywide Coordinated Communications System (the "System "), as more fully described in that certain Joint Agreement for the Operation, Maintenance and Financial Management of the Orange County 800 Megahertz Countywide Coordinated Communications System dated November 23, 2004, the Lessee, Orange County, CA, and various other parties thereto, the Amendment to the foregoing dated as of May 5, 2015, and a Letter Agreement dated February 20, 2014 between Orange County, CA and the Lessee (collectively, the "Equipment Acquisition Contract "). Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease Agreement; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is not less than the term of the Lease Agreement; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Lease Agreement; (vii) no Event of Default or Event of Nonappropriation, as those terms are defined in the Lease Agreement, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Lease Agreement during Lessee's current Fiscal Year. I -6 wCSR 339735920