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EXHIBIT H <br />POST -ISSUANCE TAX COMPLIANCE PROCEDURES <br />Dated: June 15, 2017 <br />The following certificate is delivered in connection with the execution and delivery of the <br />Equipment Lease -Purchase Agreement dated June 15, 2017 (the "Lease Agreement"), entered into <br />between the City of Santa Ana (the "Lessee") and Holman Capital Corporation (the "Corporation"). <br />Capitalized terms used herein have the meanings defined in the Lease Agreement. <br />Section 1. In General. <br />1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to <br />future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and <br />leased to Lessee pursuant to and in accordance with the Equipment Schedule executed under the Agreement <br />(together with all related documents executed pursuant thereto and contemporaneously herewith, the <br />"Financing Documents"). As described in the Financing Documents, Lessor shall apply $1,462,000.00 (the <br />"Principal Amount") toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental <br />Payments under the terms and conditions as set forth in the Financing Documents. <br />1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the <br />responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official <br />action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to <br />Lessor. <br />1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost <br />of acquiring, equipping and installing the Equipment which is essential to the governmental functions of <br />Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in <br />escrow by Lessor on the date of issuance of the Financing Documents and held by Santa Cruz County Bank, <br />as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain <br />Escrow Agreement dated as of June 15, 2017 (the "Escrow Agreement"), by and between Lessor and Escrow <br />Agent. <br />1.4 Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the <br />invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to <br />such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue <br />Code of 1986, as amended (the "Code"), <br />1.5 The Lease is NOT a "qualified tax-exempt obligation" for the purposes and within the meaning of <br />Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. <br />Section 2. Non -Arbitrage Certifications. <br />2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's <br />general operating fund (or an account or subaccounttherein). No sinldng, debt service, reserve or similar fund <br />or account will be created or maintained for the payment of the Rental Payments due under the Financing <br />Documents or pledged as security therefor. <br />2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be <br />(i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, <br />(ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of <br />substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of <br />substantially the same source of funds as, the Financing Documents. <br />