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Section 8. Miscellaneous. <br />8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents <br />in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code <br />unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. <br />8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount <br />and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. <br />8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable <br />and there are no other facts, estimates or circumstances that would materially change the expectations expressed <br />herein. <br />8.4. The Lessee's Tax Identification Number is: 95-6000785. <br />8.5. The Lessee has adopted, or will adopt in a reasonable period post -closing, by resolution, separate written <br />procedures regarding ongoing compliance with federal tax requirements necessary to keep, ensure and maintain <br />the interest portions of the Rental Payments under the Lease Agreement as excluded from Lessor's gross <br />income for federal income tax purposes, and will, on an annual basis, conduct an audit of the Lease Agreement <br />to ensure compliance with such procedures <br />IN WITNESS WHEREOF, this Post -Issuance Tax Compliance Procedures Certificate has been <br />executed on behalf of Lessee as of June 15, 2017. <br />CITY OF SANTA ANA, CALIFORNIA <br />0 <br />Name: Cynthia Kurtz <br />Title: Interim City Manager <br />H-4 <br />55C-37 <br />