|
[Escrow]
<br />TAX AGREEMENT AND ARBITRAGE CERTIFICATE
<br />19
<br />EXHIBIT B -1
<br />Lease Number: 09065
<br />Equipment Schedule: 01
<br />This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is executed and delivered by ORANGE GROVE
<br />VOLUNTEER FIRE COMPANY, INC. ( "Lessee ") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and its
<br />successors and assigns ( "Lessor ") in connection with that certain General Obligation Master Lease Agreement dated as of June 3, 2013 (the
<br />"Agreement ") and the Equipment Schedule referenced above (the "Equipment Schedule "), each by and between Lessor and Lessee. The
<br />terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement.
<br />Section 1. In General.
<br />L L This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
<br />financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
<br />Agreement and the Equipment Schedule (together with all related documents executed pursuant thereto and contemporaneously herewith,
<br />the "Financing Documents "). As described in the Financing Documents, Lessor shall apply $300,000.00(the "Principal Amount") toward
<br />the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing
<br />Documents.
<br />1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and
<br />executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
<br />Documents, a copy of which has been delivered to Lessor.
<br />1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and
<br />installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
<br />Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by
<br />SUNTRUST BANK, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow
<br />Agreement dated as of June 3, 2013, (the "Escrow Agreement "), by and between Lessor and Escrow Agent.
<br />1.4. Lessee will complete and timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the
<br />Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in
<br />accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code ").
<br />1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax- exempt obligations
<br />(including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a
<br />"qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any,
<br />will not designate more than $10,000,000 of their obligations as "qualified tax- exempt obligations" during the current calendar year.
<br />Section 2. Non- Arbitrase Certifications.
<br />2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an
<br />account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment
<br />of the Rental Payments due under the Financing 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 (i) issued or sold within
<br />fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
<br />financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the
<br />same claim to be paid out of substantially the same source of funds as, the Financing Documents.
<br />2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or
<br />will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or
<br />separate source of financing for the Equipment.
<br />2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
<br />yield realized by Lessor from Rental Payments received under the Financing Documents. As used in this certificate, the term "yield" means
<br />yield computed by the actuarial method using a 360 -day year and semi -annual compounding, resulting in a discount rate which, when
<br />used in computing the present worth of all payments of principal and interest to be paid on an obligation, produces an amount equal to
<br />the issue price, fair market value, present value or purchase price thereof, as applicable, and is determined in all respects in accordance
<br />with Section 148 of the Code.
<br />2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
<br />entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
<br />Equipment.
<br />2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
<br />18
<br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1
<br />
|