The following sample text will be used by the Lender to prepare a Tax Certification for the State Agency to execute:

TAX CERTIFICATION

This Certificate and Agreement is being executed and delivered in connection with the State Contract Number ............... and constitutes an integral part of that contract and is incorporated therein by this reference (the "Contract"). The undersigned, a duly authorized officer of the State of California, acting through the ..(State Agency Name)... and the Contractor, and its assigns, as defined in the Contract, do hereby represent, warrant and agree with the following:

This certificate is being issued pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury regulations promulgated thereunder (the "Regulations") and the Contract by reference, which includes the tax covenants and legal opinions therein.

• The State and Contractor mutually acknowledge that Contractor may enter into a Paying Agent or Trust Agreement whereby a Paying Agent or Trustee (such Paying Agent or Trustee is appointed by Contractor for the sole purpose of distributing funds as described herein and does not have the capacity or authority to represent the State) may issue for private placement Certificates of Participation (the "Certificates") in the installment payments to be paid by the State, under this contract. The State also acknowledges that Contractor may establish an Acquisition Fund in connection with the assets purchased in order to ensure the availability of funds for the acquisition of the equipment by the assignee from the supplier.

• In the event an Acquisition Fund is created by the Contractor, to make the moneys available to the State pursuant to an installment agreement plan, the Contractor may cause the Certificates to be executed and delivered pursuant to a Trust Indenture, dated as of .........................., by and between the Contractor and ..............................., as Trustee. Pursuant to the Indenture, the Contractor will assign to the Trustee all of its rights to the security interest in the Assets under the Contract.

• With respect to the Certificates and the proceeds thereof, the Contractor has advised the State that:

(a) The net amount of proceeds (the "Net Proceeds") received by the Trustee as a result of the delivery of the Contract and the sale of the Certificates will be $ ....................... (principal amount of $ ...............less a discount of $ ...................., plus accrued interest of $ ............................).

(b) An amount of the Net Proceeds equal to $ ...........................was paid to brokers/dealers as concessions in connection with the sale of the Certificates.

(c) An amount of the Net Proceeds equal to $ .......................... will be disbursed from the Proceeds Fund to the Supplier on the closing date for payment of the Contractor's fees and other costs of issuance.

(d) An amount of the Net Proceeds equal to $ ..........................., which represents $ ....................... of accrued interest and $ ..................... of the interest component of the first Certificate Payment which has accrued from the closing date, will be deposited into the Certificate Fund. The amount of $ .................... representing accrued interest will be paid out at the Closing Date, and the remaining $ ......................... representing the interest component of the first Certificate Payment will be credited against the obligation of the State to all or a portion of the interest component of the first installment payment of the Contract.

(e) Of the remaining Net Proceeds, $ ...................... will be deposited to the Acquisition Fund and invested until disbursed to the Supplier to pay the costs of the Assets as described in the Contract, which is expected to occur on or before ............................. .

• The State expects that all the proceeds of the Certificates, other than amounts held in the Certificates Fund established pursuant to the Indenture, will be expended within six (6) months of the date of execution and delivery of the Certificates.

To the best of the knowledge and belief of the undersigned, the expectations of the State and the Contractor, as set forth above, are reasonable and there are no present facts, estimates or circumstances which would change the foregoing expectations.

(Signature)

(Title)

(Contractor Name)

(Signature)

(Title)

(State Agency Name)