Use of Proceeds Certificate

(___)

USE OF PROCEEDS CERTIFICATE

On behalf of ABC Not-for-Profit School, Inc., a Florida not-for-profit corporation (the “Borrower”), the undersigned hereby certifies the following with respect to the $[PRINCIPAL AMOUNT] Host City, Florida Revenue Bonds (ABC Not-for-Profit School, Inc. Project), Series 200_ (the “Bonds”) to be issued today by the Host City, Florida (the “Issuer”) under a Trust Indenture dated as of ______, 200_ (the “Indenture”) between the Issuer and Trustee Bank, N.A., as trustee. The Bonds are being issued for the purpose of paying the costs of the acquisition, construction and equipping of educational facilities of the Borrower (the “Projects”).

1.The Borrower has received and reviewed the Arbitrage Certificate of the Issuer dated ______, 200_, delivered in connection with the issuance of the Bonds (the “Arbitrage Certificate”). The Arbitrage Certificate contains the expectations of the Borrower with respect to the Bonds and the proceeds of such Bonds and the facts upon which the Borrower’s and the Issuer’s expectations are based. To the best of the Borrower’s knowledge, the expectations stated in the Arbitrage Certificate are reasonable. In order for the Loan (as defined in the Arbitrage Certificate) to be treated as a “program investment” within the meaning of Treasury Regulation section 1.148-1(b), the Borrower covenants that neither the Borrower nor any person related to the Borrower will purchase Bonds in an amount related to the amount of the Loan.

2.Except as described in this paragraph 2, no portion of the proceeds of Bonds will be used to replace existing or future funds of the Borrower that were to be used to pay costs of acquiring the Projects which have been or will be used to acquire, directly or indirectly, obligations producing a yield in excess of the yield on the Bonds. The Borrower has received certain pledges of future contributions which are restricted to fund costs of the Projects. The Borrower covenants that it will use such restricted future contributions (other than the portion of such contributions designated for the Borrower’s endowment in order to fund operating costs of the Projects) to pay debt service on or to redeem Bonds within one year of the date of receipt of such contributions.

3.The Borrower is an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the “Code”) and is exempt from tax under section 501(a) of the Code.

4.All of the proceeds of the sale of the Bonds and investment earnings on such proceeds, less proceeds deposited in the Debt Service Reserve Fund and used to pay costs of issuance (the “Net Proceeds”), will be used to acquire or renovate the Project or to fund related working capital costs. Therefore, all of the Net Proceeds will be expended for (i) costs which will be chargeable to the Projects’ capital account or (ii) initial operating costs treated as part of the same “capital project” as the acquisition and construction of the Projects under Treasury Regulation sections 1.148-1(b) and 1.148-6(d)(3)(ii)(A).

5.The TEFRA notice for the Bonds accurately described the Projects and the Borrower. The Projects are located at the addresses listed in the notice. The Commissions of the Issuer and the City of ______, Florida approved the issuance of the Bonds after a hearing which was held at the time set forth in the notice.

6.The Projects will be owned and operated by the Borrower. The Borrower reasonably expects that it will be the only organization, entity or person which will occupy or otherwise use the Projects, other than natural persons using the Project as beneficiaries of the Borrower’s exempt activities under section 501(c)(3) of the Code. The Borrower covenants not to enter into leases, contracts or other arrangements for the use or management of any portion of the Projects except (i) contracts or arrangements with governmental units or organizations described in section 501(c)(3) of the Code or (ii) contracts or arrangements which comply with the guidelines of Revenue Procedure 97-13 (or any successor Revenue Procedure) or applicable regulations. No portion of the Projects will be used in activities which constitute unrelated trades or businesses of the Borrower determined by applying section 513(a) of the Code.

7.The weighted average maturity of the Bonds does not exceed 120 percent of the average reasonably expected economic life of the Projects, as determined under Rev. Proc. 62-21, 1962-2 C.B. 418, Rev. Proc. 87-56, 1987-2 C.B. 674, and Section 147(b) of the Code.

8.(i)The payment of principal and interest on the Bonds will not be guaranteed (in whole or in part) by the United States or any agency or instrumentality of the United States.

(ii)The proceeds of the Bonds will not be used to make loans the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the United States or any agency or instrumentality thereof or invested (directly or indirectly) in federally insured deposits or accounts, except to the extent such proceeds (a) may be so invested for an initial temporary period not exceeding 5 years until needed for the purpose for which the Bonds are being issued, (b)may be so used in making investments of a bona fide debt service fund, or (c) may be invested in obligations issued by the United States Treasury.

(iii)The Bonds will not otherwise be federally guaranteed within the meaning of Section 149(b) of the Code.

9.No more than 2 percent of the proceeds of the Bonds will be used to pay costs of issuance of the Bonds. For purposes of this restriction, costs of issuing the Bonds is defined to include (i) underwriters’ discount or placement agent fees; (ii) counsel fees (including bond counsel, placement agent’s counsel, Borrower’s counsel, as well as any other specialized counsel fees incurred in connection with the issuance of the Bonds); (iii) financial advisor fees incurred in connection with the issuance of the Bonds; (iv) rating agency fees; (v) trustee fees incurred in connection with the issuance of the Bonds; (vi) paying, certifying and authenticating agent fees related to issuance of the Bonds; (vii) accountant fees related to issuance of the Bonds; (viii) printing costs of the Bonds and of preliminary and final offering materials; (ix) costs incurred in connection with any required public approval process (e.g., publication costs for public notices generally and costs of any public hearing); (x) costs of engineering and feasibility studies necessary with respect to the issuance of the Bonds and (xi) similar costs that constitute “issuance costs” under section 147(g) of the Code.

10.No portion of the proceeds of the Bonds will be used to provide any of the following: airplane, skybox or other private luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.

11.At least 95 percent of the “net proceeds” of the Bonds will be used to finance capital expenditures incurred after the effective date (August 5, 1997) of section 145(b)(5) of the Code.

MIA 180,803,487v1 9-10-09

IN WITNESS WHEREOF, the undersigned has signed this Proceeds Certificate on behalf of the Borrower as of this __th day of ______, 200_.

ABC NOT-FOR-PROFIT SCHOOL, INC.

By:______

Title:______

MIA 180,803,487v1 9-10-09