2006 S Finance - Equipment Installment Financing Agreement

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SCHEDULE 2 ARBITRAGE AND TAX CERTIFICATE We, the undersigned K a n n e.t h T r h a V 1 G U S [name of signer) of the Oran e County. North Carolina ("Purchaser's and the Finance D, rector _ [title ofsignerJ of Purchaser, do hereby certify that this Certificate is issued pursuant to Sections 1.141-1 through 1.141-16, 1.148-0 through 1.148-11, 1.150-1 and 1.150-2 of the Treasury Regulations (the "Regulations' promulgated pursuant to the Internal Revenue Code of 1986, as amended (the "Code', to set forth Purchaser's reasonable expectations on the date of execution and delivery (the "Closing Date's of that certain Purchase Agreement (as hereinafter defined) and as to future events regarding the amount and use of the proceeds thereof. The Purchase Agreement 1. Each of the undersigned is charged, together with other officials and officers, with the responsibility for entering into the $842,038.00 Equipment Instalhnent Financing Agreement dated as of February 9, 2007, including the Schedule of exhibits thereto (the "Purchase Agreement's between Purchaser and Banc of America Public Capital Corp, an affiliate of Bank of America, N.A. ("Lender', which is authorized pursuant to Section 160A-20 of the North Carolina General Statutes, and-a resolution adopted by Purchaser on ,~;Decemner 1_2, 2006 (the "Resolution'. This certificate shall constitute a document related to the Purchase Agreement. This certificate is given with the understanding that it may be relied upon by (`~ ~'fTE~nT(il • ~ ~ Tug ~ ~V !name of counsel or firm providing Opinion] lri rendering 1tS Opinion Of even date herewith. 2. The. Purchase Agreement is being entered into to finance the cost of certain Equipment described in the Purchase Agreement. As contemplated by the Purchase Agreement, Lender will advance the Equipment Cost to Acquisition Fund Custodian described in that certain Acquisition Fund and Account Control Agreement dated as of the date hereof between Purchaser and Lender (the "Acquisition Fund Agreement's in order for Purchaser to purchase the Equipment, and Purchaser will agree to make installment payments under the Purchase Agreement (the "Installment Payments' to Lender. The Equipment will be used for a public purpose of Purchaser. Proceeds 3. Purchaser will receive from Lender as a result of the financing of the Equipment as contemplated by the Purchase Agreement $842,038.00 (the "Equipment Proceeds'. Pursuant to the Acquisition Fund Agreement, and for the purpose of meeting their obligations under the Purchase Agreement and assuring Purchaser the availability of moneys needed to pay the Equipment Costs when due, Purchaser and Lender have entered into the Acquisition Fund Agreement. The Acquisition Fund Agreement provides that Lender shall deposit the "Equipment Proceeds" into the Acquisition Fund to be held, invested and disbursed as provided therein. Purchaser will pursue the acquisition of the Equipment and the expenditure of the Equipment Proceeds with due diligence. Completion of the acquisition of the Equipment is #765698v2 (BAPCC/N Carolina Installment Purch Agmt) A-10