10-2191 Lease Purchase Agreement with SunTrust Equipment Finance & Leasing Corp.

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Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed -property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this 'Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of November 5, 2010. CITY OF CASSELBERRY, FLORIDA, Lessee By:�ded—e-� Cz (I-, Name: Charlene Glancy Title: Mayor This is counterpart No. �LoQserially numbered, manually executed counterparts of this document. To tie extent that this Lease Agreement constitutes chattel paper tinder the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. Ionly, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 10/25/2010: FL -Bq -nese. DOC/i ev.08/00st l