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<br />. <br /> <br />CERTIFICATE OF PURCHASER <br /> <br />. <br /> <br />The undersigned, on behalf of the Purchaser, SUNTRUST BANK (the "Purchaser"), <br />hereby certifies and acknowledges in connection with the purchase by it of the $15,000,000 <br />Capital Improvement Revenue Bonds, Series 2010 (the "Bonds") of the City of Sunny Isles <br />Beach, Florida (the "City") that: <br /> <br />. <br /> <br />1. The Purchaser has received executed copies of Ordinance No. 2010-343 adopted <br />by the City Commission of the City of Sunny Isles Beach, Florida (the "City") on March 18, <br />2010 and Resolution No. 2010-1538 adopted by the City Commission on March 18, 2010 <br />(collectively, the "Bond Ordinance") and the Loan Agreement, dated as of March 24, 2010 (the <br />"Loan Agreement"), between the City and the Purchaser, and said Bond Ordinance and Loan <br />Agreement are in form and substance satisfactory to the Purchaser. <br /> <br />. <br />I <br />I <br />I <br />'. <br />I <br />I <br /> <br />. <br /> <br />2. The Purchaser has conducted its own investigations, to the extent it deems <br />satisfactory or sufficient, into matters relating to the business, properties, management, and <br />financial position and results of operations of the City in connection with the issuance by the <br />City of the Bonds and the execution and delivery of the Loan Agreement; it has received such <br />information concerning the City as it deems to be necessary in connection with investment in the <br />Bonds; and during the course of this transaction and prior to the purchase of the Bonds it has <br />been provided with the opportunity to ask questions of and receive answers from the City <br />concerning the terms and conditions of the offering of the Bonds, and to obtain any additional <br />information needed in order to verify the accuracy of the information obtained. <br /> <br />I <br />I <br />I) <br />I <br /> <br />3. The Purchaser has sufficient knowledge and experience in financial and business <br />matters, including purchase and ownership of municipal and other tax-exempt obligations, to be <br />able to evaluate the risks and merits of the investment represented by the purchase of the above- <br />stated principal amount of the Bonds. <br /> <br />4. The Purchaser is aware that certain economic variables could affect the security of <br />its investment in the Bonds and the Purchaser is able to bear the economic risks of such <br />investment. <br /> <br />t) <br /> <br />5. The Purchaser is aware of the terms of the Loan Agreement, including the facts <br />that (i) the Bonds do not represent an obligation of any entity other than the City, (ii) the <br />Bonds are not general obligations of the City, (iii) the City is not obligated to repay the Bonds <br />from ad valorem taxes or any other moneys of the City except as provided in the Loan <br />Agreement and Bonds and (iv) no covenant, stipulation, obligation or agreement contained in any <br />documents related to the issuance of the Bonds is or shall be deemed to be a covenant, <br />agreement or obligation of any present or future board member, officer or employee of the City in <br />his or her individual capacity. <br /> <br />. <br />I <br /> <br />. <br />I <br /> <br />6. The Purchaser acknowledges that the Bonds have not been and will not be <br />registered under the Securities Act of 1933, as amended, or the securities or Blue Sky laws of <br />any state and is not listed on any stock or securities exchange. <br /> <br />{MI886561_2} <br /> <br />. <br />