HomeMy WebLinkAboutSeptember 22, 2010 Miami Gardens Leasing Corp. Agenda
MIA 181443834v1 September 13, 2010 AGENDA FOR MEETING OF MIAMI GARDENS LEASING CORPORATION A meeting of the Miami Gardens Leasing Corporation (the “Corporation”) will be held on September
22, 2010, immediately following a recess in the meeting of the City Council of the City of Miami Gardens, Florida. Agenda Items are: A. CALL TO ORDER B. CLOSE AGENDA C. PURPOSE OF MEETING
Authorization of a Master Lease Purchase Program in connection with the leasepurchase financing of a new city hall, police headquarters and public parking facility; consideration of
Resolution authorizing the issuance by the Corporation at the direction of the City, in one or more subseries, of not to exceed $55,000,000 aggregate principal amount of Certificates
of Participation, Series 2010A D. OTHER BUSINESS AND ADJOURNMENT Page 1 of 211
A-2 MIA 181443834v1 September 13, 2010 EXHIBIT A [attached] Page 2 of 211
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Leasing Corporation Agenda Cover Memo Meeting Date: September 22, 2010 Item Type: (Enter X
in box) Resolution Ordinance Other x Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading x Public Hearing: (Enter X in box) Yes No Yes
No Funding Source: This is the funding source for City Hall Advertising Requirement: (Enter X in box) Yes No x Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: x Sponsor
Name Danny Crew Department: Leasing Corp Staff Short Title: RESOLUTION OF THE MIAMI GARDENS LEASING CORPORATION BETWEEN THE LEASING CORPORATION AND THE CITY OF MIAMI GARDENS Staff Summary:
Attached is the City’s master lease purchase agreement between the City of Miami Gardens and the Miami Gardens Leasing Corporation. Recommendation: That City Council approve the resolution
and master lease. Attachment: Master Lease and its attachments Page 3 of 211
RESOLUTION OF MIAMI GARDENS LEASING CORPORATION BE IT RESOLVED by Miami Gardens Leasing Corporation that: Section 1. Miami Gardens Leasing Corporation (the “Corporation”) has determined
to lease-purchase certain real property, buildings and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein and to refinance
the lease purchase of certain other real property, buildings and improvements, and the equipment, fixtures and furnishings built, installed or established therein previously financed
(collectively, “Facilities”) from time to time to the City of Miami Gardens, Florida (the “City”) and will enter into a Master Lease Purchase Agreement (the “Master Lease”) between the
Corporation and the City, and certain Schedules attached and to be attached thereto in connection with the lease-purchase financing and refinancing of various Facilities from time to
time. The Corporation has also determined to enter into ground leases with the City and assignment agreements and a master trust agreement with the trustee designated therein as Trustee
(the “Trustee”), in order to facilitate such financing and refinancing. In order to provide for such lease-purchase financing and refinancing, the Corporation has determined to cause
to be issued certificates of participation to the public, representing undivided proportionate interests in the principal portion and interest portion of the basic lease payments to
be made by the City under the Master Lease and the Schedule or Schedules relating to the Facilities being financed or refinanced by the City. Section 2. The Board of Directors hereby
authorizes the execution by the President or Vice President and the Secretary of the Master Lease substantially in the form submitted to this meeting and attached hereto as Exhibit A
and Schedule 2010A to the Master Lease (“Schedule 2010A” and collectively with the Master Lease, the “Series 2010A Lease”) providing for the lease-purchase financing of certain real
property, buildings and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein as described in Schedule 2010A (the “Series 2010A
Facilities”), between the Corporation and the City, substantially in the form submitted to this meeting and attached hereto as Exhibit B, with such insertions, modifications and changes
as may be approved by the President or Vice President including, without limitation, such changes as shall be necessary to provide the details of Tax-Exempt Obligations (as defined below)
and/or Build America Bonds (Direct Payment) (as defined below). The execution and delivery of the Series 2010A Lease by the President or Vice President and the Secretary shall constitute
conclusive evidence of the approval thereof. The Board of Directors also authorizes the execution and delivery of a memorandum of lease with respect to the Series 2010A Lease and the
recording thereof in the Official Public Records of Miami-Dade County, Florida. Section 3. The Board of Directors hereby authorizes the execution by the President or Vice President and
the Secretary of a Series 2010A Ground Lease between the Corporation and the City with respect to Series 2010A Facility Sites (the “Series 2010A Ground Lease”), providing for the ground
leasing of Series 2010A Facility Sites described therein to the Corporation, substantially in the form submitted to this meeting and attached hereto as Exhibit C, with such insertions,
modifications and changes as may be approved by the President or Vice President. The execution and delivery of the Series 2010A Ground Lease by the President or Vice President and the
Secretary shall constitute conclusive evidence of the approval thereof. The Board of Directors also authorizes the execution and delivery of a memorandum of ground lease with respect
to the Series 2010A Ground Lease and the recording thereof in the Official Public Records of Miami-Dade County, Florida. Section 4. The Board of Directors hereby authorizes the execution
by the President or Vice President and the Secretary of a Master Trust Agreement between the Corporation and the Trustee (the “Master Trust Agreement”) substantially in the form submitted
to this meeting and attached hereto as Page 4 of 211
2 Exhibit D, and a Series 2010A Supplemental Trust Agreement between the Corporation and the Trustee (the “Series 2010A Supplemental Trust Agreement”) substantially in the form submitted
to this meeting and attached hereto as Exhibit E, in each case with such insertions, modifications and changes as may be approved by the President or Vice President including, without
limitation, such changes as shall be necessary to provide the details of Tax-Exempt Certificates (as defined below) and/or BAB (Direct Payment) Certificates (as defined below). The execution
and delivery of the Master Trust Agreement and the Series 2010A Supplemental Trust Agreement by the President or Vice President and the Secretary shall constitute conclusive evidence
of the approval thereof. Section 5. The Board of Directors hereby authorizes the execution by the President or Vice President and the Secretary of a Series 2010A Assignment Agreement
between the Corporation and the Trustee (the “Series 2010A Assignment Agreement”) pursuant to which the Corporation will assign all of its right, title and interest as lessee of Series
2010A Facility Sites under the Series 2010A Ground Lease and as sub-lessor of such Series 2010A Facility Sites and as lessor of Series 2010A Facilities under the Series 2010A Lease,
except for certain rights to indemnification, to hold title to such Series 2010A Facilities and to receive notices, to the Trustee for the benefit of the holders of the Series 2010A
Certificates, substantially in the form submitted to this meeting and attached hereto as Exhibit F, with such insertions, modifications and changes as may be approved by the President
or Vice President. The execution and delivery of the Series 2010A Assignment Agreement by the President or Vice President and the Secretary shall constitute conclusive evidence of the
approval thereof. The Board of Directors also authorizes the recording of the Series 2010A Assignment Agreement in the Official Public Records of Miami-Dade County, Florida. Section
6. To accomplish the lease-purchase financing of the Series 2010A Facilities, the Board of Directors hereby authorizes the issuance and sale of Certificates of Participation, Series
2010A in an aggregate principal amount not to exceed $55,000,000 (the “Series 2010A Certificates”), representing undivided proportionate interests in the principal portion and interest
portion of the basic lease payments to be made by the City under the Series 2010A Lease. On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was enacted
to provide a stimulus to the economy including provisions for alternative forms of financing capital expenditures. Section 1531 of ARRA added § 54AA to the Internal Revenue Code of 1986,
as amended (the “Code”), authorizing state and local governments, at their option, to issue taxable obligations to finance capital expenditures called Build America Bonds (Direct Payment)
(as such term is further described in IRS Notice 2009-26 published in Internal Revenue Bulletin 2009-16 dated April 220, 2009, “Build America Bonds (Direct Payment)” and as evidenced
by Certificates of Participation, “BAB (Direct Payment) Certificates”), subject to the limitations and conditions imposed by ARRA and the Code. The issuer of such Build America Bonds
(Direct Payment) is entitled to receive, on each interest payment date, cash subsidy payments from the United States Department of the Treasury (the “Treasury”) in an amount equal to
35% of the interest payable by the issuer on such interest payment date on any obligations issued as Build America Bonds (Direct Payment) (such cash subsidy payments are referred to
herein collectively as the “Federal Subsidy Payments”). The Board of Directors hereby acknowledges that due to the unprecedented volatility and disruptions and a general contraction
of available credit and in order to be prepared for changes in the financial market which may occur prior to the sale of the Series 2010A Certificates, it may be advantageous to issue
all or a portion of the Series 2010A Certificates as traditional tax-exempt Certificates (the “Tax-Exempt Certificates”) and/or BAB (Direct Payment) Certificates and finds that it is
in the best interests of the Corporation to authorize the issuance of the Series 2010A Certificates as Tax-Exempt Certificates and/or BAB (Direct Payment) Certificates. Loop Capital
Markets LLC (the “Underwriter”) shall be the underwriter for the sale of the Series 2010A Certificates. The President, Vice President, Secretary and Treasurer are each authorized and
Page 5 of 211
3 directed to execute and deliver the Certificate Purchase Contract among the Corporation, the City and the Underwriter (the “Purchase Contract”) substantially in the form submitted
to this meeting and attached hereto as Exhibit G, with such insertions, modifications and changes as may be approved by the President, Vice President, Secretary or Treasurer; provided,
however, that: (i) the principal amount of the Series 2010A Certificates shall not exceed $55,000,000; (ii) the final maturity of the Series 2010A Certificates shall be no later than
approximately thirty (30) years after the dated date of the Series 2010A Certificates; (iii) the price at which the Series 2010A Certificates shall be sold to the Underwriter shall not
be less than 96% of the face amount thereof, exclusive of original issue discount and/or original issue premium, if any, on the Series 2010A Certificates; and (iv) the true interest
cost rate (the “TIC”) represented by (A) Tax-Exempt Certificates shall not exceed the lesser of 6.0% per annum or the maximum legal rate and (B) BAB (Direct Payment) Certificates shall
not exceed 8.0% per annum; provided that with respect to BAB (Direct Payment) Certificates the TIC shall be calculated net of the projected Federal Subsidy Payments. The execution and
delivery of the Purchase Contract by the President, Vice President, Secretary or Treasurer shall constitute conclusive evidence of the approval thereof. The Trustee is hereby requested
to execute and deliver the Series 2010A Certificates to the Underwriter in accordance with the provisions of the Purchase Contract. Section 7. Each of the President, the Vice President,
the Treasurer, the Secretary and Treasurer and any other proper officer of the Corporation, is authorized and directed to execute and deliver all documents, contracts, instruments and
certificates, and to take all actions and steps, including without limitation to change the dated date of any and all documents or the series designation of the Series 2010A Certificates,
on behalf of the the Corporation, which are necessary or desirable in connection with the issuance of the Series 2010A Certificates, the execution and delivery and compliance with the
provisions of the Master Lease, the Series 2010A Lease, the Series 2010A Ground Lease, the Series 2010A Assignment Agreement, the Master Trust Agreement, the Series 2010A Supplemental
Trust Agreement and the Purchase Contract, and which are not inconsistent with the terms and provisions of this Resolution. Section 8. It is hereby found and determined that all formal
actions of the Corporation concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings
of the governing body of the Corporation, and that all deliberations of the governing body of the Corporation that resulted in such formal action were in meetings open to the public,
in compliance with all legal requirements. Page 6 of 211
4 Section 9. This Resolution shall be effective immediately upon its adoption. Voting for the adoption of this Resolution are Directors: Voting against the adoption of this Resolution
are Directors: Absent from the dais when the vote was taken: Adopted this ___ day of September, 2010. Page 7 of 211
5 I, Ronetta Taylor, MMC, the duly appointed, qualified and acting Secretary of the Miami Gardens Leasing Corporation (the “Corporation”), a not-for-profit corporation organized and
existing under the laws of the State of Florida, do hereby certify that the foregoing is a true and correct copy of a Resolution of the Corporation adopted on September __, 2010. IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation this ___ day of September, 2010. [SEAL] __________________________________ Ronetta Taylor,
MMC, Secretary Page 8 of 211
EXHIBIT A FORM OF MASTER LEASE PURCHASE AGREEMENT Page 9 of 211
MASTER LEASE PURCHASE AGREEMENT Between MIAMI GARDENS LEASING CORPORATION, as Lessor AND THE CITY OF MIAMI GARDENS, FLORIDA, as Lessee Dated as of [November 1, 2010] Page 10 of 211
(i) TABLE OF CONTENTS Page Article I DEFINITIONS AND EXHIBITS ..................................................................................................2 SECTION 1.1. Definitions.............
......................................................................................................2 SECTION 1.2. Rules of Construction.............................................................
...................................10 Article II LEASE AND SUBLEASE OF FACILITIES AND FACILITY SITES.....................................11 SECTION 2.1. Lease and Sublease of Facilities
and Facility Sites...................................................11 SECTION 2.2. Lease Term........................................................................................................
........11 SECTION 2.3. Acquisition of Facilities ............................................................................................11 SECTION 2.4. City’s Liability ........................
..................................................................................12 SECTION 2.5. Possession and Enjoyment ............................................................................
............12 SECTION 2.6. Trustee Access to Facilities.......................................................................................12 SECTION 2.7. Disclaimer of Warranties
..........................................................................................12 SECTION 2.8. Warranties of the Facilities ................................................................
.......................13 SECTION 2.9. Compliance with Law...............................................................................................13 SECTION 2.10. Representations,
Covenants and Warranties of the City...........................................13 SECTION 2.11. Representations, Covenants and Warranties of Corporation ....................................14
Article III LEASE PAYMENTS.................................................................................................................15 SECTION 3.1. Payment of Lease Payments...................
...................................................................15 SECTION 3.2. Credits to Lease Payments ........................................................................................16
SECTION 3.3. Basic Lease Payment Components ...........................................................................17 SECTION 3.4. Lease Payments to be Unconditional .............................
...........................................17 SECTION 3.5. Non-Appropriation....................................................................................................17 SECTION
3.6. Surrender of Facilities...............................................................................................18 Article IV TERMINATION...................................................
....................................................................19 SECTION 4.1. Termination of Lease Term.......................................................................................19
SECTION 4.2. Effect of Termination................................................................................................20 Article V COVENANTS OF CITY.......................................
.....................................................................20 SECTION 5.1. Maintenance of the Facilities by the City .................................................................20
SECTION 5.2. Taxes, Other Governmental Charges and Utility Charges........................................20 SECTION 5.3. Provisions Regarding Insurance...............................................
.................................20 SECTION 5.4. Damage, Destruction or Condemnation....................................................................22 SECTION 5.5. Insufficiency
of Net Proceeds ...................................................................................23 SECTION 5.6. Advances............................................................................
.......................................23 SECTION 5.7. Release and Indemnification.....................................................................................23 SECTION 5.8.
Payment and Performance Bonds and other Guaranty..............................................23 SECTION 5.9. Essential Governmental Functions.........................................................
...................23 SECTION 5.10. Tax Exemption; Rebates ...........................................................................................24 SECTION 5.11. Preparation of
Budget; Sufficiency of Available Revenues for Lease Payments. ....24 SECTION 5.12. Compliance with Law, Regulations, Etc...................................................................24
SECTION 5.13. Environmental Compliance.......................................................................................26 SECTION 5.14. Prosecution and Defense of Suits.........................
.....................................................27 SECTION 5.15. Waiver of Laws.........................................................................................................28
Page 11 of 211
(ii) ARTICLE VI TITLE .................................................................................................................................28 SECTION 6.1. Title to Facility
Sites and Facilities...........................................................................28 SECTION 6.2. Liens...................................................................................
.......................................29 SECTION 6.3. Use of the Facilities and Facility Sites......................................................................30 SECTION 6.4. Substitution
of Facilities ...........................................................................................30 ARTICLE VII ASSIGNMENT, OPTION TO PURCHASE, AND PREPAYMENT ...............................3
1 SECTION 7.1. Assignments; Subleasing. .........................................................................................31 SECTION 7.2. Prepayment............................................
....................................................................31 SECTION 7.3. Prepayment Deposit ................................................................................................
..33 SECTION 7.4. Refunding Certificates ..............................................................................................33 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES..................
..................................................34 SECTION 8.1. Events of Default Defined.........................................................................................34
SECTION 8.2. Remedies on Default .................................................................................................35 SECTION 8.3. No Remedy Exclusive..................................
.............................................................35 ARTICLE IX MISCELLANEOUS ............................................................................................................35
SECTION 9.1. Notices ......................................................................................................................35 SECTION 9.2. Binding Effect .............................
..............................................................................36 SECTION 9.3. Severability ............................................................................................
...................36 SECTION 9.4. Amendments .............................................................................................................36 SECTION 9.5. Execution in
Counterparts.........................................................................................36 SECTION 9.6. Captions .........................................................................
...........................................37 SECTION 9.7. Interest.......................................................................................................................37
SECTION 9.8. Compliance with Trust Agreement ...........................................................................37 SECTION 9.9. Memorandum of Lease ...........................................
..................................................37 SECTION 9.10. Radon Gas .................................................................................................................37
SECTION 9.11. Applicable Law.........................................................................................................37 SECTION 9.12. Waiver of Choice of Remedies ....................
.............................................................37 EXHIBIT A -FORM OF SCHEDULE EXHIBIT B -FORM OF CITY’S CERTIFICATE Page 12 of 211
THIS MASTER LEASE PURCHASE AGREEMENT dated as of [November 1, 2010] (this “Master Lease”), between the City of Miami Gardens, Florida, a municipal corporation of the State of Florida,
as lessee (the “City”), and Miami Gardens Leasing Corporation, a not-for-profit corporation duly organized and existing under the laws of the State of Florida, as lessor (the “Corporation”).
W I T N E S S E T H WHEREAS, the City has the power pursuant to the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law (collectively, the “Act”) to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for municipal purposes,
and to enter into leases or lease purchase agreements for necessary grounds and facilities for municipal purposes; and WHEREAS, the Corporation is a not-for-profit corporation duly organized
and existing under the laws of the State of Florida, and is authorized to lease and otherwise dispose of property, and to take such other actions contemplated to be taken by the Corporation
under this Master Lease; and WHEREAS, the City is or shall be the owner of certain real property located in the City (which, together with all buildings, structures and improvements
now or hereafter erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner of such land by reason of ownership of
such land, and all fixtures, additions, alterations or replacements thereto, now or hereafter located in, on or used in connection with or attached or made to such land, to the extent
title thereto may vest in the City, is hereinafter referred to as a “Facility Site”); and WHEREAS, the City has determined that it is in the best interest of the City to enter into and
execute this Master Lease and certain related documents thereto for the purpose of lease purchasing certain real property, buildings and improvements, and the equipment, fixtures and
furnishings built or to be built, installed or established therein (“Facilities”) from the Corporation from time to time; and WHEREAS, Facilities may be lease-purchased from time to
time pursuant to Schedules substantially in the form of Exhibit A hereto (individually, a “Schedule”), each such Schedule upon execution and delivery by the City and the Corporation
together with the provisions of the Master Lease to constitute a separate lease agreement (individually, a “Lease” and collectively, the “Leases”); and WHEREAS, the City and the Corporation
may enter into one or more ground leases from time to time with respect to one or more Facility Sites (individually, a “Ground Lease” and collectively, the “Ground Leases”) pursuant
to which the City, as ground lessor, will ground lease certain real property and improvements to the Corporation and the Corporation, as ground lessee, will take and lease certain real
property and improvements from the City; and WHEREAS, the ground leasing of a Facility Site, the subleasing of a Facility Site back to the City and the lease-purchase financing or refinancing
of the Facilities set forth on a particular Schedule, are herein collectively referred to as a “Project”; and WHEREAS, at the direction of the City, the Corporation will provide for
the payment or refinancing of the cost of acquiring, constructing and installing Facilities from time to time by entering into a Master Trust Agreement dated as of [November 1, 2010]
(as the same may be amended or supplemented from time to time, the “Trust Agreement”) with Wells Fargo Bank, N.A., Orlando, Florida, as trustee (the “Trustee”) pursuant to which the
Corporation shall (a) establish a trust and assign to the Trustee all of said Corporation’s right, title and interest in and to this Master Lease and all Schedules Page 13 of 211
2 hereto, (b) direct the Trustee to execute and deliver to the public from time to time, Series of Certificates of Participation representing undivided proportionate interests in the
right to receive the Basic Lease Payments to be made by the City pursuant to each Lease relating thereto and (c) deposit the proceeds of each Series of Certificates with the Trustee
and direct the Trustee to hold the proceeds of the sale of such Certificates in trust subject to application only to pay or refinance the costs of acquisition, construction and installation
of the Facilities to be financed or refinanced under the Lease relating thereto and identified on a Schedule and related costs including, without limitation, capitalized interest, accrued
interest and costs of issuance and to make lease payments; and WHEREAS, each Certificate of a Series shall represent an undivided proportionate interest in the principal portion of the
Basic Lease Payments due and payable
under one or more particular Leases relating to such Series on the maturity date or earlier prepayment date of such Certificate and in the interest portion of such Basic Lease Payments
due and payable semiannually, to and including such maturity date or earlier prepayment date; and WHEREAS, the relationship between the Corporation and the City under this Master Lease
shall be a continuing one and Facilities may, from time to time, be added to or deleted from this Master Lease in accordance with the terms hereof and of the Schedule describing such
Facilities; and WHEREAS, the City intends for this Master Lease to remain in full force and effect until the last Lease Payment Date for any Project, unless sooner terminated in accordance
with the terms provided herein; and WHEREAS, the City intends that its obligations under this Master Lease shall not constitute a debt, liability or obligation of the City, the State
of Florida or any political subdivision or agency thereof within the meaning of any applicable provisions of the Act, nor a pledge of the faith and credit of the City, the State of Florida
or any political subdivision or agency thereof, all as further provided in this Master Lease, and particularly Section 3.1 hereof. NOW, THEREFORE, in consideration of the mutual agreements
and covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows: ARTICLE
I DEFINITIONS AND EXHIBITS SECTION 1.1. Definitions. The terms set forth in this Section shall have the meanings ascribed to them for all purposes of this Master Lease unless the context
clearly indicates some other meaning, or unless otherwise provided in a particular Schedule. Terms used herein and not otherwise defined shall have the meaning given to them in the Trust
Agreement. “Acquisition Account” shall mean any Acquisition Account established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust Agreement. “Additional Lease
Payment” shall mean any amounts payable by the City under the terms of this Master Lease other than a Basic Lease Payment or a Supplemental Payment, as set forth in a Schedule to this
Master Lease and so designated. Page 14 of 211
3 “Assignment Agreement” shall mean any assignment agreement pursuant to which the Corporation shall have assigned to the Trustee all of its right, title and interest in and to a Ground
Lease and the Lease or Leases created by one or more particular Schedules, including its right to receive Lease Payments under such Lease or Leases. “Authorized City Representative”
shall mean any of the Mayor, Vice Mayor or City Manager of the City, or any other officer or employee of the City designated by the City and authorized to act on behalf of the City by
a written certificate delivered to the Trustee signed on behalf of the City by the Mayor or Vice Mayor or City Manager containing the specimen signature of the officer or employee of
the City so designated to act on the City’s behalf. “Authorized Corporation Representative” shall mean any of the President, Vice President, Secretary or Treasurer of the Corporation,
or any other officer or employee of the Corporation who is designated by the Corporation and authorized authorized to act on behalf of the Corporation by a written certificate delivered
to the Trustee signed on behalf of the Corporation by the President or Vice President of the Corporation containing the specimen signature of the officer or employee of the Corporation
so designated to act on the Corporation’s behalf. “Basic Lease Payment” shall mean, with respect to each Lease, or each Facility financed or refinanced under such Lease, as of each Lease
Payment Date, the amount set forth in a Schedule to this Master Lease corresponding to such Lease Payment Date and designated as a Basic Lease Payment in such Schedule. “Budget” shall
mean the annual budget of the City adopted by the City Council for each Fiscal Year pursuant to the Charter of the City and in accordance with applicable law. “Business Day” shall mean
a day other than Saturday, Sunday or day on which banks in the State of New York or State of Florida are authorized or required to be closed, or a day on which the New York Stock Exchange
is closed. ““Certificate” or “Certificates” shall mean the Certificates of Participation executed and delivered from time to time by the Trustee pursuant to the Trust Agreement and any
Supplemental Trust Agreement. Each Series of Certificates issued under the Trust Agreement and any Supplemental Trust Agreement shall bear a Series designation to identify such Series
of Certificates to a particular Schedule to this Master Lease. “Certificate holder” or “Holder of Certificates” shall mean the registered owner of any Certificate or Certificates. “Certificate
of Acceptance” shall mean the certificate of the City substantially in the form of Exhibit B to this Master Lease to be delivered pursuant to the provisions of Section 2.3 hereof. “City”
shall mean the City of Miami Gardens, Florida. “City Council” shall mean the City Council of the City of Miami Gardens, Florida. “Code” means the Internal Revenue Code of 1986, as amended,
and the applicable regulations thereunder and under the Internal Revenue Code of 1954. Page 15 of 211
4 “Commencement Date” shall mean the date set forth in each Schedule hereto which is the effective date of such Schedule. “Completion Date” shall mean, with respect to the Facilities
described in a particular Schedule, the date specified by the City in a Certificate of Acceptance as the date of completion of acquisition, construction and installation of such Facilities.
“Contractor” shall mean the person, firm, corporation or joint venture authorized to do business in Florida with whom a contract has been made directly with the City for the performance
of the work with respect to any Facilities in accordance with City policy. “Corporation” shall mean Miami Gardens Leasing Corporation, a Florida not-for-profit corporation, its successors
and assigns. “Cost” shall mean costs and expenses related to the acquisition, construction and installation of any Facilities including, but not limited to (i) costs and expenses of
the acquisition of the title to or other interest in real property, including leasehold interests, easements, rights-of-way and licenses, including, without limitation, lease payments
to be made by the Corporation under the terms of a Ground Lease until the expected acceptance of the Facilities related thereto as described herein, (ii) costs and expenses incurred
for labor and materials and payments to contractors, builders, materialmen and vendors, for the acquisition, construction and installation of the Facilities, (iii) the cost of surety
bonds and insurance of all kinds, including premiums and other charges in connection with obtaining title insurance, that may be advisable or necessary prior to completion of any of
the Facilities which is not paid by a contractor or otherwise provided for, (iv) the costs and expenses for design, test borings, surveys, estimates, plans and specifications and preliminary
investigations therefor, and for supervising construction and installation of Facilities, (v) costs and expenses required for the acquisition and installation of equipment or machinery
that comprise part of the Facilities, (vi) all costs which the City shall be required to pay for or in connection with additions to, and expansions of Facilities, (vii) all costs which
the City shall be required to pay to provide improvements, including offsite improvements, necessary for the use and occupancy of Facilities, including roads, walkways, water, sewer,
electric, fire alarms and other utilities, (viii) any sums required to reimburse the City for advances made by it for any of the above items or for other costs incurred and for work
done by it in connection with Facilities, (ix) deposits into any Reserve Account established pursuant to Section 401 of the Trust Agreement and any Supplemental Trust Agreement and any
recurring amounts payable to a provider of a Reserve Account Letter of Credit/Insurance Policy, (x) fees, expenses and liabilities of the City, if any, incurred in connection with the
acquisition, construction and installation of Facilities, (xi) Costs of Issuance, and (xii) interest during construction and for a reasonable period of time up to six (6) months thereafter.
“Costs of Issuance” shall mean the items of expense incurred in connection with the authorization, sale and delivery of each Series of Certificates, which items of expense shall include,
but not be limited to, document printing and reproduction costs, filing and recording fees, costs of credit ratings, initial fees and charges of the Trustee, any Credit Facility Issuer
and any provider of a Reserve Account Letter of Credit/Insurance Policy, legal fees and charges, professional consultants’ fees, fees and charges for execution, delivery, transportation
and safekeeping of Certificates, premiums, costs and expenses of refunding Certificates and other costs, charges and fees, including those of the Corporation, in connection with the
foregoing. “Costs of Issuance Subaccount” shall mean a Costs of Issuance Subaccount within an Acquisition Account established pursuant to Section 401 of the Trust Agreement and in any
Supplemental Trust Agreement in connection with the issuance of a Series of Certificates. Page 16 of 211
5 “Counterparty” means a party entering into a Hedge Agreement with the City. “Credit Facility” shall mean, with respect to a Series of Certificates or any portion thereof, a letter
of credit, insurance policy, guaranty, surety bond or other irrevocable security device, if any, supporting the obligations of the City to make Basic Lease Payments relating to such
Series of Certificates or portion thereof. “Credit Facility Issuer” shall mean, with respect to a Series of Certificates or any portion thereof, the issuer of a Credit Facility, if any,
for such Series of Certificates or portion thereof. “Event of Extraordinary Prepayment” shall mean one or more of the events so designated in Section 7.2 hereof. “Excess Earnings” shall
mean, with respect to each Series of Certificates, the amount by which the earnings on the Gross Proceeds of such Certificates exceeds the amount which would have been earned thereon
if such Gross Proceeds were invested at a yield equal to the yield on the interest portion of the Basic Basic Lease Payments represented by such Certificates, as such yield is determined
in accordance with the Code and amounts earned on the investment of earnings on the Gross Proceeds of such Certificates. “Facility” or “Facilities” shall mean the real property, buildings
and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein, from the proceeds of a Series of Certificates, all as set forth
on a Schedule or Schedules from time to time. “Facility Site” shall mean the real property (together with all buildings, structures and improvements erected or situated thereon, any
easements or other rights or privileges in adjoining property inuring to the fee simple owner of or the holder of a Permitted Leasehold Interest in such land by reason of ownership of
or Permitted Leasehold Interest in such land, and all fixtures, additions, alterations or replacements located on, or used in connection with, or attached or made to, such land) either
(i) owned in fee simple or held as a Permitted Leasehold Interest by the City at the time of the issuance of a Series of Certificates to finance or refinance Facilities relating thereto
or (ii) to be acquired by the City subsequent thereto but not paid for out of the proceeds of such Series of Certificates, upon which a Facility is to be located within the City and
more particularly described in a Ground Lease. “Favorable Opinion” means a written opinion of Special Counsel addressed to the City to the effect that the action proposed to be taken
will not adversely affect, as applicable, (i) with respect to Tax-Exempt Certificates, the excludability from gross income for federal income tax purposes of the interest portion of
Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under the Code), (ii) the availability to the City of any federal subsidy or credit
based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect to Certificates issued as Build America Bonds, or (iii) the availability
of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section 54A of the Code). “Fiscal Year” shall mean the twelve month fiscal period
of the City which under current law commences on October 1 in every year and ends on September 30 of the succeeding year. “Government Obligations” shall mean any obligations which as
to both principal and interest constitute non-callable direct obligations of, or non-callable obligations fully and unconditionally guaranteed by, the full faith and credit of the United
States of America, including bonds or other evidences of indebtedness issued or guaranteed by any agency or corporation which has been or may Page 17 of 211
6 hereafter be created pursuant to an act of Congress as an agency or instrumentality of the United States of America to the extent unconditionally guaranteed by the full faith and credit
of the United States of America. “Gross Proceeds” shall mean, with respect to each Series of Certificates, unless inconsistent with the provisions of the Code, in which case as provided
in the Code, (i) amounts received by or on behalf of the Corporation from the sale of such Certificates; (ii) amounts received as a result of investments of amounts described in (i);
(iii) amounts treated as transferred proceeds of such Certificates in accordance with the Code; (iv) amounts treated as proceeds under the provisions of the Code relating to invested
sinking funds; (v) securities or obligations pledged, if any, as security for payment of Basic Lease Payments under the Master Lease; (vi) amounts received with respect to obligations
acquired with Gross Proceeds; (vii) amounts used to pay the principal and interest portions of Basic Lease Payments represented by such Certificates; (viii) amounts in any Reserve Account
established pursuant to the Trust Agreement and a Supplemental Trust Agreement; and (ix) amounts received as a result of the investment of Gross Proceeds not described in (i) above.
“Ground Lease” shall mean one or more ground leases, between the City and the Corporation, as amended and supplemented from time to time, pursuant to which the City shall ground lease
or sublease one or more Facility Sites to the Corporation. “Hedge Agreement” shall mean an interest rate exchange agreement, an interest rate swap agreement, a forward purchase contract,
a put option contract, a call option contract, or any other financial product which is used by the City as a hedging device with respect to its obligation to pay the interest portion
of Basic Lease Payments under a Lease, entered into between the City and a Counterparty, for the purpose of (i) reducing or otherwise managing the City’s risk of interest rate changes,
or (ii) effectively converting the City’s interest rate exposure, in whole or in part, from a fixed rate exposure to a variable rate exposure, or from a variable rate exposure to a fixed
rate exposure; provided that such arrangement shall be specifically designated in a certificate of an Authorized City Representative as a “Hedge Agreement”. “Insurance Consultant” shall
mean a nationally recognized independent insurance company or broker, or representative of the Florida Municipal Insurance Trust or other entity sponsored by the Florida League of Cities,
selected by the City, that has actuarial personnel experienced in the area of insurance for which the City is to be self-insured. “Lease” shall mean each separate Schedule to this Master
Lease executed and delivered by the City and the Corporation, together with the terms and provisions of this Master Lease. “Lease Payment Account” shall mean any Lease Payment Account
established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust Agreement. “Lease Payment Date” shall mean, with respect to a Lease, each date set forth on the
corresponding Schedule designated as a Lease Payment Date for such Lease. “Lease Payments” shall mean, with respect to each Lease, all amounts payable by the City pursuant to the terms
of a Lease, including Basic Lease Payments, Additional Lease Payments and Supplemental Payments. “Lease Term” shall mean, with respect to each Lease, the period from the Commencement
Date of the Lease through the end of the then current Fiscal Year plus each annual or lesser renewal period Page 18 of 211
7 thereafter during which such Lease is maintained in effect in accordance therewith, with the maximum number of renewals being specified in the Schedule corresponding to such Lease.
“Master Lease” shall mean this Master Lease Purchase Agreement dated as of [November 1, 2010], between the Corporation and the City and any and all modifications, alterations, amendments
and supplements hereto. “Mayor” shall mean the Mayor of the City. “Net Proceeds” shall mean, with respect to one or more Facilities financed or refinanced under a Lease, proceeds from
any insurance, condemnation, performance bond, Federal or State flood disaster assistance, or any other financial guaranty (other than a Credit Facility Issuer) paid with respect to
such Facilities remaining after payment therefrom of all expenses, including attorneys’ fees, incurred in the collection thereof; and, with respect to insurance, to the extent that the
City elects to self-insure under Section 5.3 hereof, any moneys payable from any appropriation made by the City in connection with such self-insurance. “Non-Scheduled Payments” shall
mean any payments under a Hedge Agreement that are not Regularly Scheduled Payments, including, without limitation, payments due in connection with the designation of an “Early Termination
Date” under the terms of a Hedge Agreement, other than “Unpaid Amounts” under such Hedge Agreement. “Opinion of Counsel” shall mean an opinion signed by an attorney or firm of attorneys
of recognized standing and who are qualified to pass on the legality of the particular matter (who may be counsel to the City or Special Counsel) selected by the City. “Outstanding”
when used with reference to the Certificates, shall mean, as of any date, Certificates theretofore or thereupon being executed and delivered under the Trust Agreement except: (i) Certificates
canceled by, or duly surrendered for cancellation to, the Trustee at or prior to such date; (ii) Certificates (or portions of Certificates) for the payment or prepayment of which moneys,
equal equal to the principal portion or Prepayment Price thereof, as the case may be, with interest to the date of maturity or Prepayment Date, shall be held in trust under the Trust
Agreement and set aside for such payment or prepayment, (whether at or prior to the maturity or Prepayment Date), provided that if such Certificates (or portions of Certificates) are
to be prepaid, notice of such prepayment shall have been given as provided in Article III of the Trust Agreement; (iii) Certificates in lieu of or in substitution for which other Certificates
shall have been executed and delivered pursuant to Article III of the Trust Agreement; and (iv) Certificates deemed to have been paid as provided in subsection (b) of Section 801 of
the Trust Agreement. “Payment Date” shall mean a date on which the principal portion or the interest portion of Basic Lease Payments is payable to Certificate holders pursuant to the
terms of such Certificates. “Permitted Encumbrances” shall mean in regard to a Facility Site: Page 19 of 2
118 (i) the Lease relating thereto and any liens and encumbrances created or permitted thereby; (ii) the Assignment Agreement relating thereto and any liens and encumbrances created
or permitted thereby; (iii) the Trust Agreement and liens and encumbrances created or permitted thereby; (iv) any Ground Lease applicable thereto and any liens and encumbrances created
or permitted thereby; (v) subject to the provisions of Section 6.2 of the Master Lease, any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right in respect thereof
if payment is not yet due under the contract in question or if such lien is being contested in accordance with the provisions of the Master Lease. (vi) (a) rights reserved to or vested
in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law; (b) any liens for taxes, assessments, levies, fees, water
and sewer rents or charges and other government and similar charges, which are not due and payable or which are not delinquent or the amount or validity of which are being contested
and execution thereon is stayed; (c) easements, rights-ofway, servitudes, restrictions, oil, gas or other mineral reservations and other minor defects, encumbrances and irregularities
in the title to any property which, in the opinion of the City, do not materially impair the use of such property or materially and adversely affect the value thereof; and (d) rights
reserved to or vested in any municipality or public authority to control or regulate any property or to use such property in any manner that do not in the Opinion of Counsel, materially
affect the use of the Facility Site for municipal purposes or the benefits enjoyed by any Permitted Transferee in the Facility Site under the Ground Lease, the Assignment Agreement and
the Trust Agreement; and (vii) any other liens or encumbrances permitted by the Schedule relating to such Facility Site, provided such lien or encumbrance shall not, as expressed in
an Opinion of Counsel, materially adversely affect the intended use of such Facility Site by the City for municipal purposes or the benefits enjoyed by any Permitted Transferee in the
Facility Site under the Ground Lease, the Assignment Agreement and the Trust Agreement, and, if applicable, such liens and encumbrances are approved by the Credit Facility Issuer for
the Series of Certificates relating to such Facility Site. “Permitted Leasehold Interest” shall mean a leasehold interest in land for a period of not less than the life expectancy of
the Facilities to be constructed thereon. “Prepayment Account” shall mean any Prepayment Account established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust
Agreement. “Prepayment Date” shall mean the date on which optional prepayment, extraordinary prepayment or mandatory sinking fund prepayment of Basic Lease Payments represented by a
Series of Certificates Outstanding shall be made pursuant to the Trust Agreement and any Supplemental Trust Agreement. Page Page 20 of 211
9 “Prepayment Price” shall mean, with respect to any Certificate, the principal amount of Basic Lease Payments represented thereby together with the premium, if any, applicable upon
an optional prepayment, payable upon prepayment thereof pursuant to such Certificate and the Trust Agreement or any Supplemental Trust Agreement, together with accrued interest represented
by such Certificate to the Prepayment Date. “Project” shall mean the lease-purchase financing and construction or refinancing of the Facilities set forth on a particular Schedule and,
if all or a portion of such Facilities shall be comprised of real property, the ground leasing of the related Facility Site by the City to the Corporation and the subleasing of such
Facility Site back to the City. “Project Fund” shall mean the trust fund designated as the “Project Fund” created and established in Section 401 of the Trust Agreement. “Purchase Option
Price” shall mean, with respect to any Facility financed or refinanced under a Lease, as of each Lease Payment Date, the portion of the Basic Lease Payment then due plus the portion
of the remaining principal portion of the Purchase Option Price allocable to such Facility based on the portion of the original principal amount of the related Certificates allocable
to the financing of such Facility, minus any credits pursuant to the provisions of Section 3.2 hereof, plus, an amount equal to the interest to accrue with respect to the Certificates
to be prepaid as a result of the release of such Facility from the Lease, from such Lease Payment Date to the next available date for prepaying such Certificates, unless such prepayment
shall occur on such Lease Payment Date, plus an amount equal to a pro rata portion of any Additional Lease Payments and Supplemental Payments then due and owing under the Lease relating
to such Facility, including any prepayment premiums payable on the Certificates prepaid. “Qualified Financial Institution” shall mean a bank, trust company, national banking association
or a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or the Federal National Mortgage Association
or any insurance company or other corporation (i) whose unsecured obligations or uncollateralized long term debt obligations have been assigned a rating by a Rating Agency which is not
lower than “A” by S&P and “A” by Moody’s, or which has issued a letter of credit, contract, agreement or surety bond in support of debt obligations which have been so rated; or (ii)
which collateralizes its obligations at all times at levels in compliance with the requirements of the Rating Agencies for ratings not lower than “A” by S&P and “A” by Moody’s. “Regularly
Scheduled Payments” shall mean any regularly scheduled payment required to be paid under the terms of a Hedge Agreement (excluding any fees, expenses or default interest payable as the
result of a delay or failure to make a required payment under the Hedge Agreement), but in no event shall include payments due in connection with the designation of an “Early Termination
Date” under the terms of a Hedge Agreement, except for “Unpaid Amounts” under such Hedge Agreement. “Reimbursement Agreement” shall mean, with respect to each Lease, any reimbursement
agreement among the Corporation, the City and any Credit Facility Issuer. “Reserve Account” shall mean any Reserve Account established pursuant to Section 405 of the Trust Agreement
and in any Supplemental Trust Agreement. “Reserve Account Letter of Credit/Insurance Policy” shall mean the irrevocable letter or line of credit, insurance policy, surety bond or guarantee
agreement issued by a Qualified Financial Institution Page 21 of 211
10 in favor of the Trustee which is to be deposited into a Reserve Account in order to fulfill the Reserve Account Requirement relating thereto. “Reserve Account Requirement” shall mean,
in regard to a Reserve Account to secure a Series of Certificates, such amounts, if any, as shall be provided in the Supplemental Trust Agreement authorizing the issuance of such Series
and in the Schedule relating thereto, provided that if the interest portion of Basic Lease Payments is intended to be excludable from gross income for federal income tax purposes, such
Reserve Account Requirement shall not exceed the least of (i) the maximum annual amount of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account
in the current or any subsequent Fiscal Year, (ii) 125% of the average annual amount of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account
in the current or any subsequent Fiscal Years, and (iii) 10% of the stated principal amount (or or issue price net of accrued interest if the issue has more than a de minimis amount
of original issue discount or premium) of such Series of Certificates. “Schedule” shall mean a schedule, as amended and supplemented from time to time, to this Master Lease to be executed
and delivered by the City and the Corporation for each Project, substantially in the form of Exhibit A hereto. “Series” or “Series of Certificates” shall mean the aggregate amount of
each series of Certificates evidencing an undivided proportionate interest of the owners thereof in a particular Lease and the Basic Lease Payments thereunder, issued pursuant to the
Trust Agreement or a Supplemental Trust Agreement. “Special Counsel” shall mean Greenberg, Traurig, P.A., Miami, Florida, or any other attorney at
law or firm of attorneys of nationally recognized standing and experience in matters pertaining to municipal securities, and specifically the tax aspects of obligations issued by states
and political subdivisions. “State” shall mean the State of Florida. “Supplemental Payments” shall mean all amounts due under a Lease other than Basic Lease Payments and Additional Lease
Payments. “Supplemental Trust Agreement” shall mean any agreement supplemental or amendatory of the Trust Agreement. “Trust Agreement” shall mean the Master Trust Agreement dated as
of [November 1, 2010] entered into by and between the Corporation and the Trustee, and any Supplemental Trust Agreement. “Trustee” shall mean Wells Fargo Bank, N.A., Orlando, Florida
and its successors or assigns which may at any time be substituted in its place pursuant to the provisions of the Trust Agreement. SECTION 1.2. Rules of Construction. Unless the context
shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations and corporations,
including public bodies as well as natural persons. The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder”, and any similar terms, as used in this Master Lease, refer to this
Master Lease. Page 22 of 211
11 ARTICLE II LEASE AND SUBLEASE OF FACILITIES AND FACILITY SITES SECTION 2.1. Lease and Sublease of Facilities and Facility Sites. The Corporation hereby agrees to demise, lease and
sublease to the City, and the City hereby agrees to hire, take, lease and sublease from the Corporation, the right, title and interest of the Corporation in and to the Facilities and
Facility Sites, listed on each Schedule hereto, on the terms and conditions set forth in this Master Lease. For purposes of each Lease, all materials and services in respect of which
amounts are paid by the Trustee for the acquisition, construction and installation of a Facility (including monies disbursed for Costs of Issuance) shall be deemed accepted by the City
hereunder upon execution of a requisition by the City directing payment therefor under Section 402 of the Trust Agreement. The City hereby agrees that it has received valuable consideration
for the portion of Basic Lease Payments representing Costs of Issuance and will pay the Lease Payments in respect of same, subject to the provisions hereof. SECTION 2.2. Lease Term.
This Master Lease shall be for an original Term commencing on the date hereof through and including September 30, 2010, and automatically renewable annually thereafter through the last
date set forth on any Schedule hereto unless sooner terminated in accordance with the provisions hereof, including in particular Sections 3.5 and 4.1 hereof. Upon expiration or termination
of the Lease Term, other than pursuant to Section 4.1(b) or (c) hereof, the Trustee, the City and the Corporation, at the expense of the City, shall execute and deliver such documents,
if any, as shall be necessary to evidence such termination. The useful life of the Facilities shall extend beyond the last date set forth on the particular Schedule relating to such
Facilities. SECTION 2.3. Acquisition of Facilities. The City shall be responsible for acquisition, construction and installation of the Facilities, as agent for the Corporation, pursuant
to the specifications of the City, including the letting of all contracts for the acquisition, construction and installation of the Facilities and for supervising the acquisition, construction
and installation of the Facilities. Contracts in connection with the acquisition, construction and installation of the Facilities shall be let in accordance with applicable law and City
policies. Moneys deposited in the Acquisition Account established with respect to particular Facilities shall be disbursed from time to time to pay the Costs of such Facilities, all
as provided in Section 402 of the Trust Agreement and the applicable provisions of a Supplemental Trust Agreement. The City agrees that it will deliver to the Trustee completed requisitions
in the form attached to the Trust Agreement as Exhibit B, and upon completion of acquisition, construction and installation of the Facilities, the City will deliver a Certificate of
Acceptance in the form attached hereto as Exhibit B in order for the Trustee to make the final advances therefor in accordance with the provisions of the Trust Agreement. The City further
agrees to deliver the items described in Section 402 of the Trust Agreement with respect to the acquisition of each portion of a Facility constituting land or an interest therein, to
be financed hereunder. The City shall be responsible for, and shall use its best efforts to effect the completion of acquisition, construction and installation of the Facilities, whether
or not amounts in the Acquisition Account relating to such Facilities are sufficient to pay the Costs thereof. If moneys are improperly drawn from the Acquisition Account, the City upon
proper notification thereof shall deposit an amount sufficient to restore the balance therein with the Trustee, no later than thirty (30) days following receipt of such notification.
Upon determination by the City prior to delivery of a Certificate of Acceptance that amounts on deposit in the Acquisition Account for particular Facilities will exceed the actual costs
of such Facilities, Page 23 of 211
12 the City may amend the related Lease and Ground Lease for the purpose of financing additional Facilities or portions of Facilities from such funds on deposit in such Acquisition Account.
The City may determine not to acquire, construct or install one or more of the Facilities relating to a particular Lease, or may determine to substitute one or more of the Facilities
relating to a particular Lease for other approved Facilities. Upon determination by the City not to acquire, construct or install one or more of the Facilities relating to a particular
Lease, or to substitute one or more of the Facilities relating to a particular Lease, the City may amend the related Lease and Ground Lease for the purpose of deleting or substituting
such Facilities. SECTION 2.4. City’s Liability. As between the Corporation and the City, the City assumes liability for all risks of loss with respect to the Facilities. The City shall
maintain in force during the entire acquisition, construction and installation period of any Facilities, property damage insurance as required by Section 5.3 hereof and (for the benefit
of Certificate holders), as assignee of the Corporation, the Trustee shall be named as an additional insured and loss payee thereon. In the event the City or Corporation receives any
damages or other moneys from any contractor, manufacturer or supplier of any portion of the Facilities or its surety pursuant to this Section 2.4 or Section 5.3, such moneys shall be
paid to the Trustee for disposition in accordance with Section 5.4 hereof. SECTION 2.5. Possession and Enjoyment. From and after the acceptance by the City of any Facilities in accordance
with the terms of this Master Lease, the Corporation agrees that it will not interfere with the quiet use and enjoyment of the Facilities by the City during the Lease Term relating to
such Facilities and that the City shall during such Lease Term peaceably and quietly have and hold and enjoy such Facilities, without hindrance or molestation from the Corporation, except
as expressly set forth herein. At the request of the City and at the City’s cost, the Corporation shall join in any legal action in which the City asserts its right to such possession
and enjoyment to the extent the Corporation lawfully may do so. Upon expiration or termination of the Lease Term other than as a result of nonappropriation or default, the City shall
enjoy full right, title and interest in and to the Facilities, unless the Facilities are otherwise disposed of in accordance with the terms of this Master Lease. SECTION 2.6. Trustee
Access to Facilities. During the Lease Term of each Lease the City agrees that the Trustee, as assignee of the Corporation or its agents, shall have the right during the City’s normal
working hours on the City’s normal working days to examine and inspect the Facilities for the purpose of assuring that the Facilities are being properly maintained, preserved, and kept
in good repair and condition. SECTION 2.7. Disclaimer of Warranties. The City acknowledges that each of the Corporation, the Trustee, the Certificate holders and any Credit Facility
Issuer or issuer of a Reserve Account Letter of Credit/Insurance Policy MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE TITLE TO, VALUE, DESIGN, CONDITION,
HABITABILITY, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF ANY FACILITIES OR ANY PORTION THEREOF, OR AS TO THE QUALITY OR CAPACITY OF THE MATERIAL OR WORKMANSHIP
IN SUCH FACILITIES OR ANY WARRANTY THAT SUCH FACILITIES WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATIONS OR CONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, OPERATORS OR
SPECIAL METHODS OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER. In no event shall the Corporation, the Trustee, the Certificate holders or any Credit Facility Issuer or issuer of a Reserve
Account Letter of Credit/Insurance Policy be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Master Page 24 of 211
13 Lease or the existence, furnishing, functioning or City’s use of the Facilities, or any item, product or service provided for in this Master Lease. SECTION 2.8. Warranties of the
Facilities. The Corporation hereby appoints the City its agent and attorney-in-fact during the Lease Term to assert from time to time whatever claims and rights, including warranties
of the Facilities, which the Corporation or the City may have against the contractor, manufacturer or supplier of any Facilities or portion thereof. SECTION 2.9. Compliance with Law.
The City and the Corporation each represents, warrants and covenants that it has complied and will comply throughout the Lease Term of each Lease with the requirements of Section 286.011,
Florida Statutes, as amended, as well as Chapter 119, Florida Statutes, as amended, relating to public access to its records and the openness of its meetings to the public. SECTION 2.10.
Representations, Covenants and Warranties of the City. The City represents, covenants and warrants as follows: (a) The City is a duly created municipal corporation existing under the
laws of the State, has power to enter into this Master Lease and each Schedule hereto and has duly authorized and taken the necessary acts required prior to (including all required approvals)
the execution and delivery of this Master Lease. The City warrants that this Master Lease, upon the execution and delivery hereof, is a valid, legal and binding limited obligation of
the City, payable from current or other funds authorized by law and appropriated for such purpose as provided in Section 3.1 hereof. (b) Neither the execution and delivery of this Master
Lease nor of any Schedule nor the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof
conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City
is bound or constitutes a default under any of the foregoing, nor conflicts with or results in a violation of any provision of law governing the City and no representation, covenant
and warranty herein is false, misleading or erroneous in any material respect. (c) During the Lease Term the City will use the Facilities only to perform essential municipal functions
and/or to render essential municipal services pursuant to the powers granted by the Act. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board or body, known to be pending or threatened against or affecting the City nor to the best of the knowledge of the City is there any basis therefor, wherein
an unfavorable decision, ruling, or finding would materially and adversely affect the transactions contemplated by the City or which would adversely affect, in any way, the validity
or enforceability of this Master Lease or any material agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated
hereby. The City shall give the Trustee prompt written notice of any material litigation or proceedings concerning the City or the Facilities and of any dispute concerning the City or
the Facilities, if the dispute may substantially interfere with the timely acquisition, construction and installation of the Facilities or the City’s utilization thereof or with the
City’s ability to meet its obligations under this Master Lease. Page 25 of 211
14 (e) The estimated Cost of the Facilities shall not be less than the amount set forth on each Schedule relating to such Facilities (as such Schedule may be amended). The Facilities
will be designed and constructed so as to comply with all applicable building and zoning ordinances and regulations, if any, and any and all applicable judicial and state standards and
requirements relating to the Facilities and Facility Sites. (f) The moneys in each Acquisition Account and any investment earnings thereon will be used only for payment of Cost of the
Facilities, including payment of Basic Lease Payments. (g) The award or negotiation of contracts relating to the acquisition, construction and installation of the Facilities will be
in accordance with applicable provisions of the Act including, without limitation, Section 3.10 of the Charter of the City. (h) The City shall have fee simple title to, or be the holder
of a Permitted Leasehold Interest in, all Facility Sites, subject only to Permitted Encumbrances, prior to entering into any Ground Lease with respect to such Facility Sites or amending
any Ground Lease to add Facility Sites. (i) In its use of the Facilities, the City shall comply with all applicable Federal, State and local governmental laws, regulations, ordinances,
rules, orders, standards and codes and with all hazard insurance underwriters’ standards applicable to the Facilities. (j) Adequate water, sanitary sewer and storm sewer utilities, electric
power, telephone and other utilities are available to the Facilities. (k) The City intends, and will intend upon execution and delivery of each Schedule, that this Master Lease shall
remain in full force and effect until the last Lease Payment Date for any Facility hereunder. (l) The City shall comply with all continuing disclosure requirements which may be applicable
to it from time to time. SECTION 2.11. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants as follows: (a) The Corporation is
a Florida not-for-profit corporation duly created, existing and in good standing under the laws of the State, is duly qualified to do business in the State, has all necessary power to
enter into this Master Lease and each Schedule hereto, is possessed of full power to own, lease and hold real and personal property and to lease and sell the same as lessor, and has
duly authorized the execution and delivery of this Master Lease and this Master Lease, upon execution and delivery hereof, is a valid, legal and binding non-recourse obligation of the
Corporation. (b) Neither the execution and delivery hereof nor of any Schedule hereto, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation
of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to
which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing. Page 26 of 211
15 (c) To the knowledge of the Corporation, there is no litigation or proceeding pending or threatened against the Corporation or any other person affecting the right of the Corporation
to execute or deliver this Master Lease or to comply with its obligations under this Master Lease. Neither the execution and delivery of this Master Lease by the Corporation, nor compliance
by the Corporation with its obligations under this Master Lease, require the approval of any regulatory body, any parent company, or any other entity, which approval has not been obtained.
ARTICLE III LEASE PAYMENTS SECTION 3.1. Payment of Lease Payments. Subject to the conditions stated herein, the City agrees to pay the Basic Lease Payments stated on each particular
Schedule hereto and agrees to pay and discharge Additional Lease Payments and Supplemental Payments, including all other amounts, liabilities and obligations which the City assumes or
agrees to pay to the Corporation or to others as provided herein and on each Schedule hereto, together with interest on any overdue amount; PROVIDED HOWEVER, THAT NONE OF THE CITY, THE
STATE, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED BY THE CITY, ANY SUMS DUE HEREUNDER FROM ANY SOURCE OF TAXATION
AND THE FULL FAITH AND CREDIT OF NEITHER THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE HEREUNDER AND SUCH SUMS DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NONE OF THE CORPORATION,
THE TRUSTEE, OR ANY CERTIFICATE HOLDER MAY COMPEL THE LEVY OF ANY AD VALOREM TAXES BY THE CITY TO PAY THE LEASE PAYMENTS HEREUNDER. All Basic Lease Payments, Additional Lease Payments
and all Supplemental Payments shall be made from current or other funds authorized by law and appropriated for such purpose by the City. On each Lease Payment Date, the City City shall
pay to the Trustee, in lawful money of the United States of America, the Basic Lease Payments for such Lease Payment Date, less any credits as contemplated by Section 3.2 hereof, and
less any reductions as contemplated by Section 4.2 hereof. The City agrees to deposit such amounts with the Trustee on each Lease Payment Date in order to assure that sufficient moneys
will be available to the Trustee to make timely distribution thereof to the Certificate holders, or to reimburse any Credit Facility Issuer as provided in the following paragraph, all
in accordance with the Trust Agreement. In the event that the Trustee has not received such Basic Lease Payments on such Lease Payment Date, the Trustee shall notify the City on the
Business Day following the day payment was due that such Basic Lease Payments have not been received; provided, however, that such notice is for the purpose of convenience only and the
City’s obligation to make such payments shall in no way be conditioned by the giving or receipt of such notice. The City shall also pay, when due, directly to or upon the order of the
party entitled thereto, Additional Lease Payments and Supplemental Payments in accordance with the terms of this Master Lease and each Schedule hereto and the Trust Agreement. Additional
Lease Payments for each separate Lease entered into under this Master Lease include, without limitation, optional prepayment premiums, Trustee fees and expenses, Corporation expenses,
Credit Facility Issuer fees and expenses, if any, and all other amounts due the Trustee under the Trust Agreement or this Master Lease, a Credit Facility Issuer under any Reimbursement
Agreement and a Counterparty under a Hedge Agreement, all as set forth on a particular Schedule hereto. Supplemental Payments for each separate Lease hereunder include, without Page
27 of 211
16 limitation, amounts required to be paid under Sections 5.1, 5.2, 5.6, 5.10 and 6.2 hereof, and amounts necessary to restore the balance in the Reserve Account for a particular Series
of Certificates to the Reserve Account Requirement for such Series as provided in Section 405(b) of the Trust Agreement, or recurring amounts payable to a provider of a Reserve Account
Letter of Credit/Insurance Policy. THE CITY MAY NOT BUDGET AND APPROPRIATE FUNDS TO MAKE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE FUNDS FOR ALL LEASES
OR NONE OF THEM. The City hereby authorizes the Trustee, as assignee of the Corporation, (i) to create a Reserve Account to be held by the Trustee under the Trust Agreement for each
Series of Certificates if provided by the Schedule relating thereto, (ii) to deposit in each Reserve Account a portion of the proceeds from the sale of the Series of Certificates relating
thereto, or in lieu thereof, or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the
sum, if any, on deposit in a Reserve Account, to provide a Reserve Account Letter of Credit/Insurance Policy equal to the Reserve Account Requirement relating to such Series, or combination
of a portion of the proceeds from the sale of a Series of Certificates and a Reserve Account Letter of Credit/Insurance Policy, and (iii) to use such amounts or amounts drawn on the
Reserve Account Letter of Credit/Insurance Policy deposited in each sub-account of the Reserve Account as set forth in Section 405 of the Trust Agreement. In the event the aggregate
amount of any cash, the value of any Investment Securities and the stated amount of any Reserve Account Letter of Credit/Insurance Policy in a Reserve Account shall be less than the
Reserve Account Requirement provided therefor, the City shall pay to the Trustee from moneys budgeted and appropriated as Basic Lease Payments during the current Fiscal Year as Supplemental
Payments Payments an amount equal to such deficiency within thirty (30) days of receipt of notice of the deficiency from the Trustee. In the event the Trustee makes a draw on a Reserve
Account Letter of Credit/Insurance Policy to pay amounts equal to Basic Lease Payments represented by a Series of Certificates, the City shall cause the amount which the Trustee can
draw upon such Reserve Account Letter of Credit/Insurance Policy (or its original stated amount, if the City shall have deposited into the related Reserve Account a Letter of Credit/Insurance
Policy pursuant to this Section) to be reinstated. In the event a Reserve Account Letter of Credit/Insurance Policy on deposit in a Reserve Account expires or is terminated, the City
shall, simultaneously with such expiration or termination, either replace such Letter of Credit/Insurance Policy with a subsequent Reserve Account Letter of Credit/Insurance Policy with
a stated amount equal to the Reserve Account Requirement or transfer to the Trustee, for deposit in such Reserve Account in which such Policy had been deposited, an amount of cash equal
to the Reserve Account Requirement. SECTION 3.2. Credits to Lease Payments. The Lease Payments due hereunder shall be reduced when applicable by the amounts credited as follows: (a)
The Trustee shall deposit into the Lease Payment Account established with respect to each Lease, interest income in accordance with the Trust Agreement, amounts in excess of the Reserve
Account Requirement transferred to the Lease Payment Account pursuant to Section 405(d) of the Trust Agreement and amounts transferred from the Capitalized Interest Account to the Lease
Payment Account pursuant to Section 403 of the Trust Agreement, and apply such amounts as provided therein. (b) Upon the completion of acquisition and construction of the Facilities
financed under a particular Lease and payment of all Costs of such Facilities amounts, if any, transferred to the Lease Payment Account for such Series, to be applied to Basic Lease
Payments next coming due under the Lease in accordance with Section 402(e) of the Trust Agreement. Page 28 of 211
17 (c) There shall be deposited in the Lease Payment Account or the Acquisition Account for a Series of Certificates, Net Proceeds realized in the event of damage, destruction or condemnation
to be applied to Basic Lease Payments or the costs of Facilities under the related Lease, respectively, in accordance with Section 5.4(b) of the Master Lease. SECTION 3.3. Basic Lease
Payment Components. A portion of each Basic Lease Payment is paid as and represents the payment of interest and the balance of each Basic Lease Payment is paid as and represents the
payment of principal. Each Schedule hereto shall set forth such components of each Basic Lease Payment for the Facilities financed hereunder. Unless otherwise provided in a Schedule
with respect to a Series, the interest portion of each Basic Lease Payment shall be calculated on the basis of a 360 day year consisting of twelve 30 day months. SECTION 3.4. Lease Payments
to be Unconditional. Subject to Sections 3.1 and 3.5 hereof the obligations of the City to make Lease Payments and to pay all other amounts provided for herein and in each Schedule and
to perform its obligations under this Master Lease and each Schedule, shall be absolute and unconditional, and such Lease Payments and other amounts shall be payable without abatement
or any rights of set-off, recoupment or counterclaim the City might have against any supplier, contractor, the Corporation, the Trustee or any other person and whether or not the Facilities
are accepted for use or used by the City or available for use by the City, whether as a result of damage, destruction, condemnation, defect in title or failure of consideration or otherwise.
This Master Lease shall be deemed and construed to be a “net lease”. SECTION 3.5. Non-Appropriation. Notwithstanding anything in this Master Lease to the contrary, the cost and expense
of the performance by the City of its obligations under this Master Lease and each Schedule hereto and the incurrence of any liabilities of the City hereunder and under each Schedule
hereto including, without limitation, the payment of all Lease Payments and all other amounts required to be paid by the City under this Master Lease and each Schedule hereto, shall
be subject to and dependent upon appropriations being duly made from time to time by the City for such purposes. Under no circumstances shall the failure of the City to appropriate sufficient
funds constitute a default or require payment of a penalty, or in any way limit the right of the City to purchase or utilize buildings, facilities or equipment similar in function to
those leased hereunder. Unless the City, no later than its last City Council meeting in the month of July of the then current Fiscal Year, shall give notice of its intent not to appropriate
the funds necessary to make all Lease Payments coming due in the following Fiscal Year under this Master Lease and each Schedule hereto, the City Manager shall include in the budget
recommendation for the following Fiscal Year submitted to the City Council in accordance with the Act, the funds necessary to make such Lease Payments, and the Lease Term of all Leases
shall be automatically renewed on September 30 of the current Fiscal Year, to commence on October 1 of the following Fiscal Year, subject to appropriation being made by the City in its
annual Budget. If Lease Payments are due hereunder during the period prior to the adoption of the City’s annual Budget for an ensuing Fiscal Year, the Lease Term of all Leases shall
be deemed extended only if the tentative budget or extension of the prior budget (whether by City Council action or operation of law) makes available to the City monies which may be
legally used to make the Lease Payments due hereunder during such period. If no such appropriation is made by the City in its final annual Budget, or if no official budget is adopted
as of the last day upon which a final budget is required to have been adopted under the Act, the Lease Term of all Leases shall terminate as of the date of adoption of the final annual
Budget, or the last day upon which a final budget is required to have been adopted under the Act, whichever is earlier. Page 29 of 211
18 If the City declares its intent at such public meeting prior to the end of the then current Fiscal Year not to appropriate the funds necessary to make all Lease Payments coming due
in the following Fiscal Year under this Master Lease and each
Schedule hereto, the Lease Term of all Leases shall not be automatically renewed for the following Fiscal Year, but shall terminate on September 30th of the current Fiscal Year. The
final Lease Term may be for a period which is less than a full Fiscal Year. The City hereby agrees that, within three (3) Business Days after the adoption or approval of the final annual
Budget which does not appropriate the funds necessary to make all Lease Payments coming due in the following Fiscal Year under this Master Lease and each Schedule hereto, it shall provide
written notice of that fact to the Trustee, any Credit Facility Issuer, any issuer of a Reserve Account Letter of Credit/Insurance Policy and any Counterparty. THE CITY MAY NOT BUDGET
AND APPROPRIATE FUNDS TO MAKE LEASE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE FUNDS FOR ALL LEASES OR NONE OF THEM. SECTION 3.6. Surrender of Facilities.
(A) Upon the termination of the Lease Term of all Leases prior to the payment of all Lease Payments scheduled therefor or without the payment of the then applicable Purchase Option Price
of the Facilities financed under such Lease, or (B) as provided in Section 8.2 hereof upon the occurrence of an event of default, the City shall immediately surrender and deliver possession
of all the Facilities financed under this Master Lease and all Schedules hereto to the Trustee as assignee of the Corporation or any person designated by it, in the condition, state
of repair and appearance required under this Master Lease, in accordance with the instructions of the Corporation. Upon such surrender, the transferee shall sell or lease its interest
in the Facilities if then practicable in such manner and to such person or persons for any lawful purpose or purposes, as it shall, in its sole discretion, determine to be appropriate.
The proceeds derived by such transferee from any such sale or lease of its interest in the Facilities shall be applied first to the payment in full of the Series of Certificates relating
to such Facilities (including all amounts owing under the applicable Lease) and then to the payment of any accrued but unpaid obligations of the Corporation under Section 3 of the Ground
Lease relating to such Facilities. Any excess after all such payments shall be paid to the City. If the City shall refuse or fail to voluntarily deliver possession of the Facilities
to the Corporation or its assignee as above provided, the Corporation or its assignee may enter into and upon the Facilities, or any part thereof, and repossess the same and thereby
restore the Corporation or its assignee to its former possessory estate as lessee under the related Ground Lease and lessor hereunder and expel the City and remove its effects forcefully,
if necessary, without being taken or deemed to be guilty in any manner of trespass in order that the Corporation or its assignee may sell or re-let the leasehold interest in the Facilities,
subject to Permitted Encumbrances, for any lawful purpose or purposes, for the remainder of the term of the related Ground Lease, if applicable, and the City shall have no further possessory
right whatsoever in the Facilities, for the remainder of the term of the respective Ground Lease; the Corporation or its assignee may exercise all available remedies at law or in equity
to evict the City and to enjoy its possessory rights to all Facility Sites under one or more related Ground Leases; and the City shall be responsible for the payment of damages in an
amount equal to the Lease Payments which would have accrued hereunder, calculated on a daily basis, for any period during which the City fails to surrender the Facilities or for any
other loss suffered by the Corporation or its assignee as a result of the City’s failure to surrender the Facilities, all without prejudice to any remedy which might otherwise be available
to the Corporation or its assignee for arrears of Lease Payments or for any breach of the City’s covenants herein contained. Page 30 of 211
19 Upon the termination of the Lease Term of all Leases as a result of a default by the City, the Corporation or its assignee shall have, in addition to the rights and remedies described
above, the right to sue for compensatory damages, including upon failure of the City to surrender possession of the Facilities to the Corporation or its assignee, damages for any loss
suffered by the Corporation or its assignee as a result of the City’s failure to take such actions as required, including reasonable legal fees. The City, as owner of the Facility Sites,
may voluntarily and in cooperation with the Corporation or its assignee as owner of the Facilities, sell the Facility Sites and the Facilities, the proceeds of such sale to be applied
by the Trustee in the manner described above in this section. The sale of any particular Facility Site and Facility thereon shall require the consent of the Credit Facility Issuer, if
any, insuring the Series of Certificates relating to such Facility Site and Facility thereon. If If applicable, such sale shall be conducted in accordance with the applicable provisions
of the Act including, without limitation, Sections 1.4(B) and 4.3(A)(7) of the Charter of the City. ARTICLE IV TERMINATION SECTION 4.1. Termination of Lease Term. The Lease Term will
terminate upon the earliest of any of the following events: (a) with respect to all Leases, on the latest Lease Payment Date set forth in any Schedule attached to this Master Lease;
(b) with respect to all Leases, in the event of nonappropriation of funds for payment of Lease Payments as provided in Sections 3.1, 3.4 and 3.5 of this Master Lease; (c) with respect
to all Leases, upon a default by the City with respect to any Lease and the termination of the Lease Term of all Leases by the Trustee pursuant to Section 8.2(a) of this Master Lease;
(d) with respect to a particular Lease, upon payment by the City of the Purchase Option Price of the particular Facilities leased under such Lease, or upon provision for such payment
pursuant to Section 7.3 hereof, provided, however, that upon such provision for payment the obligation to make Lease Payments under such Lease shall continue to be payable solely from
such provision for payment. Page 31 of 211
20 SECTION 4.2. Effect of Termination. (a) Upon the termination of the Lease Term for the reason referred to in Section 4.1(b) or (c) hereof, the provisions of Section 3.6 shall be applicable.
Upon such termination for the reason referred to in Section 4.1(c) hereof, the provisions of Sections 8.2 and 8.3 shall also be applicable. (b) In the event of termination of the Lease
Term for the reason referred to in Section 4.1(d) hereof, there shall be applied solely from the amounts deposited pursuant to Section 7.3 hereof as a reduction against such Basic Lease
Payments to become due after such termination an amount equal to the Basic Lease Payments applicable to the Facilities. (c) Notwithstanding the termination of the Lease Term pursuant
to Section 4.1 hereof, the representations of the City set forth in Section 2.10 hereof and the provisions of Sections 5.7 and 5.10 hereof shall survive such termination. ARTICLE V COVENANTS
OF CITY SECTION 5.1. Maintenance of the Facilities by the City. The City agrees that that at all times during each Lease Term, the City will, at the City’s own cost and expense, maintain,
preserve and keep the Facilities in good repair and condition, and that the City will from time to time make or cause to be made all necessary and proper repairs, replacements and renewals,
interior and exterior, thereto. The Corporation shall have no obligation in any of these matters, or for the making of repairs, improvements or additions to the Facilities. If the City
fails to perform such obligations the Trustee may perform the City’s obligations or perform work resulting from the City’s actions or omissions and the cost thereof (together with interest
until reimbursed) shall be immediately due and payable as Supplemental Payments. SECTION 5.2. Taxes, Other Governmental Charges and Utility Charges. In the event that the ownership,
leasing, use, possession or acquisition of the Facilities or Facility Sites are found to be subject to taxation in any form, the City will pay during each Lease Term, as the the same
come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Facilities or Facility Sites and
any facilities or other property acquired by the City as permitted under this Master Lease in substitution for, as a renewal or replacement of, or a modification, improvement or addition
to the Facilities or Facility Sites, as well as all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Facilities and Facility Sites;
provided that, with respect to any governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as
have accrued during the time the Lease Term is in effect. If the City fails to perform such obligations the Trustee may perform the City’s obligations and the cost thereof together with
interest at a rate equal to the lesser of (i) the prime rate of the Trustee (or if the Trustee does not set a prime rate, the prime rate of the Trustee’s affiliated bank) plus two percent
(2%) or (ii) the highest amount then allowed by law) until reimbursed, shall be immediately due and payable as Supplemental Payments. SECTION 5.3. Provisions Regarding Insurance. During
acquisition, construction and installation of the Facilities the City shall require any contractor to provide workers’ compensation, comprehensive general liability insurance, property
insurance, property coverage for contractor’s equipment, professional liability insurance, builders risk insurance, automobile liability insurance, and other insurance required by the
City. Contractors shall be required to provide builders’ all risk property Page 32 of 211
21 damage insurance in an amount not less than the full value of all work in place and materials and equipment provided or delivered by each supplier. The Trustee and the Corporation
shall be named as additional insureds and loss payees wherever the City is to be so named, and shall be entitled to prompt written notice of cancellation to the same extent as the City.
The City shall, during the Lease Term, purchase and maintain property insurance coverage against such risks and in such amounts as are customarily insured against in connection with
the operation of facilities comparable in size and scope to the Facilities, and the City will carry and maintain or cause to be carried and maintained and pay, or cause to be paid, the
premiums for at least the following insurance with respect to the Facilities, to the extent such insurance is available at commercially reasonable costs, covering the replacement cost
of its property including the Facilities insuring against the perils of FIRE, LIGHTNING, WINDSTORM, HAIL, HURRICANE, WINDBLOWN RAIN, DAMAGE FROM WATER, EXPLOSION, AIRCRAFT, VEHICLES,
SMOKE, VANDALISM AND MALICIOUS MISCHIEF, TRANSPORTATION HAZARDS, THEFT AND BURGLARY. The adequacy of the City’s property insurance coverage shall be reviewed annually by the Insurance
Consultant, and the City shall follow the recommendations of the Insurance Consultant so long as the recommended insurance is available through the Florida Municipal Insurance Trust,
or otherwise at commercially reasonable costs and otherwise satisfies the criteria set forth herein. The City shall maintain eligibility for assistance by the Federal Emergency Management
Agency. The City may elect to self-insure for any such damage or liability, as provided above, upon the following terms and conditions: (a) the self-insurance program shall be approved
by the Insurance Consultant; (b) The self-insurance program shall include a sound claims reserve fund out of which each self-insured claim shall be paid; the adequacy of such fund shall
be evaluated at least annually by the Insurance Consultant; and any deficiencies in the fund shall be remedied in accordance with the recommendations of the Insurance Consultant; (c)
The self-insurance claims reserve fund shall be held in a bank account created for the purpose of maintaining such self-insurance funds, which bank account may be under the control of
the City and may not be commingled with other City moneys; and (d) In the event the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund shall
be maintained. The City will cause the adequacy of its self-insurance reserve fund to be reviewed by the Insurance Consultant on an annual basis. Flood insurance shall be separately
maintained for its property, including any of the Facilities, located in a federally designated flood plain, in such amounts per occurrence recommended by the Insurance Consultant as
being available at commercially reasonable costs and in minimum amounts necessary to qualify for the Federal disaster relief programs. If such minimum amounts are not available at commercially
reasonable costs in the opinion of the Insurance Consultant, the City shall self-insure for such amounts as will qualify for the Federal disaster relief program. Page 33 of 211
22 The sufficiency of the City’s flood insurance coverage shall be reviewed at least annually by the Insurance Consultant, and the City shall follow the recommendations of the Insurance
Consultant so long as the recommended insurance meets the criteria set forth in the preceding paragraph. Any insurance policy issued pursuant to this Section 5.3 shall provide that the
Corporation and the Trustee shall be notified in writing of any proposed cancellation of such policy thirty (30) days prior to the date set for cancellation. Any policy of all risk property
insurance must be obtained from a commercial insurance company or companies rated in the A category by A.M. Best Company or in one of the two highest rating categories of Moody’s and
S&P, or otherwise approved by the Insurance Consultant. The City and the Trustee shall be named as insureds and loss payees. If required by Florida law, the City shall carry or cause
to be carried worker’s compensation insurance covering all employees on, in, near or about the Facilities, and upon request, shall furnish or cause to be furnished to the Corporation
and the Trustee certificates evidencing such coverage. In the event of any loss, damage, injury, accident, theft or condemnation involving the Facilities, the City shall promptly provide
or cause to be provided to the Corporation and the Trustee written notice thereof, and make available or cause to be made available to the Corporation and the Trustee all information
and documentation relating thereto. Any insurance policy maintained pursuant to this Section 5.3 shall be so written or endorsed to provide that the Trustee (on behalf of the Certificate
holders), and the Corporation are named as additional insureds, and the Trustee, the Corporation and the City are named as loss payees as their interests may appear and the Net Proceeds
of any appropriation made in connection with a self-insurance election shall be payable to the City, the Corporation and the Trustee (on behalf of the Certificate holders) as their respective
interests may appear. The Net Proceeds of the insurance required in this Section 5.3 or the Net Proceeds of any appropriation in connection with a self-insurance election shall be applied
as provided in Section 5.4(a) and Section 5.4(b) hereof. SECTION 5.4. Damage, Destruction or Condemnation. If prior to the termination of the Lease Term under a particular Lease, the
Facilities financed under such Lease or any portion thereof are destroyed or are damaged by fire or other casualty, or title to, or the temporary use of such Facilities or any portion
thereof shall be taken under the exercise of the power of eminent domain, the City shall, within sixty (60) days after such damage, destruction or condemnation elect one of the following
two options by written notice from an Authorized City Representative of such election to the Corporation and the Trustee: (a) Option A -Repair, Restoration or Replacement. Except as
provided below, the City will cause the Net Proceeds of any insurance or the Net Proceeds of any appropriation made in connection with a self-insurance election, or the Net Proceeds
of any claim or condemnation award to be applied to the prompt repair, restoration, or replacement (in which case such replacement shall become subject to the provisions of the related
Lease as fully as if it were the originally leased Facilities) of such Facilities. Any such Net Proceeds received by the Trustee shall be deposited in the related Acquisition Account
and be applied by the Trustee toward the payment of the Cost of such repair, restoration or replacement, utilizing the same requisition process set forth in the Trust Agreement for the
payment of the Cost of the Facilities from such Acquisition Account. (b) Option B -Partial Prepayment. If the City has determined that its operations have not been materially affected
and that it is not in the best interest of the City to repair, restore Page 34 of 211
23 or replace that portion of the Facilities as damaged, destroyed or condemned, then the City shall not be required to comply with the provisions of subparagraph (a) set forth above.
In such event, the Net Proceeds, at the option of the City, shall be (i) if Basic Lease Payments are coming due in the next 12 months, deposited in the Lease Payment Account for the
Series of Certificates relating to such Facilities to be credited against Basic Lease Payments or (ii) deposited in the Acquisition Account for the Series of Certificates relating to
such Facilities and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of the related Lease as fully as if they
were the originally leased Facilities. SECTION 5.5. Insufficiency of Net Proceeds. If the City elects to repair, restore or replace the Facilities under the terms of Section 5.4(a) hereof
and the Net Proceeds therefor are insufficient to pay in full the Cost of such repair, restoration or replacement, the City shall complete the work and pay any Cost in excess of the
amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds the City shall make any payments pursuant to the provisions of this Section,
the City shall not be entitled to any reimbursement therefor from the Corporation or the Trustee nor shall the City be entitled to any diminution of the amounts payable under the related
Lease. SECTION 5.6. Advances. In the event the City shall not elect to self-insure any risk that would otherwise require the maintenance of insurance coverage hereunder, and shall fail
to maintain the full insurance coverage required hereunder, the Corporation may, but shall be under no obligation to, purchase the required policies of insurance and pay the premiums
on the same, or if the City shall fail to keep the Facilities in good repair and operating condition, the Corporation may, but shall be under no obligation to, make such repairs or replacements
as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Corporation shall become immediately due and payable as a Supplemental Payment under the
Lease relating to such Facilities which amounts, together with interest thereon (at an annual interest rate equal to the interest portion of the Basic Lease Payments, expressed as an
annual interest rate) until paid, the City agrees to pay. SECTION 5.7. Release and Indemnification. To the extent permitted by Florida law, including the provisions of Section 768.28
Florida Statutes, the City shall indemnify and save the Corporation and the Trustee harmless from and against any and all liability, obligations, claims and damages, including consequential
damages and reasonable legal fees, costs and expenses, arising out of, or in connection with, the transactions contemplated by this Master Lease, all Schedules hereto, any Ground Lease,
any Assignment Agreement and the Trust Agreement including, without limitation, the issuance of Certificates, except in the case of liability, obligations, claims and damages arising
out of their own negligence or willful misconduct. The indemnifications provided to the Trustee hereunder shall survive the termination of this Master Lease and the Master Trust Agreement
or the sooner resignation or removal of the Trustee and shall inure to the benefit of the successors and assigns of the entity then serving as Trustee. SECTION 5.8. Payment and Performance
Bonds and other Guaranty. The City agrees to cause any contractor to provide performance, payment and guarantee and any additional bonds or surety bonds, if and when required pursuant
to applicable provisions of Florida Law. Such bonds or other surety shall be in dual obligee form, naming the City and the Trustee as dual obligees. SECTION 5.9. Essential Governmental
Functions. The City represents and warrants that the services to be provided by or from the Facilities are essential to the City’s performance of its municipal functions and/or delivery
of its municipal services, and covenants that during the Lease Term it will use the Facilities to perform essential municipal functions and/or render essential municipal services. The
City represents and covenants that it has an immediate need for the Facilities, that it does not expect such Page 35 of 211
24 need to diminish during the Lease Term and that it intends to use the Facilities for municipal purposes throughout each Lease Term. SECTION 5.10. Tax Exemption; Rebates. The City
shall comply with the provisions of the Code applicable to this Master Lease and each Schedule thereto and each Series of Certificates issued under the Trust Agreement, including without
limitation the applicable provisions of the Code relating to the computation of the yield on investments of the Gross Proceeds of each Series of Certificates, reporting of earnings on
the Gross Proceeds of each Series of Certificates, and with respect to Tax-Exempt Certificates, rebating Excess Earnings to the Department of the Treasury of the United States of America.
In furtherance of the foregoing, the City shall comply with the arbitrage rebate covenants as to compliance with the Code with respect to each Lease and each Series of Certificates,
to be delivered by Special Counsel at the time each Series of Certificates is issued, as such letter may be amended from time to time, as a source of guidance for achieving compliance
with the Code. In the event that the City shall fail to rebate such Excess Earnings when due, the Corporation or its assignee may, but shall be under no obligation to, pay amounts due
to the Treasury; and all amounts so advanced by the Corporation or its assignee shall become immediately due and payable as a Supplemental Payment under the Lease relating to such Series
of Certificates which amounts, together with interest thereon (at an annual interest rate equal to the interest portion of the Basic Lease Payments relating thereto expressed as a annual
interest rate) until paid, the City agrees to pay. The City shall not take any action or fail to take any action which (a) would cause a Lease and the Series of Certificates relating
thereto to be “arbitrage bonds” within the meaning of Section 148(a) of the Code or, (b) in the case of tax-credit obligations, would result in the failure to qualify for or maintain
eligibility for the tax credits, or (c) in the case of a Lease represented by a Series of Tax-Exempt Certificates, would cause the portion of Basic Lease Payments under such Lease representing
the payment of interest as set forth in Section 3.3 hereof to be included in the gross income of the Certificate holders, (d) in the case of a Lease represented by a Series of Certificates
issued as Build America Bonds, would impair the ability of the City to receive Federal Subsidy Payments or diminish the amount thereof or (e) in the case of Certificates which qualify
for a credit directly to the City, would impair the ability to receive such direct credit or diminish the amount thereof. SECTION 5.11. Preparation of Budget; Sufficiency of Available
Revenues for Lease Payments. The City covenants to prepare and approve a Budget for each Fiscal Year in accordance with the Act. Subject to the right of non-appropriation set forth in
Sections 3.1 and 3.5 hereof, the City expects that its legally available revenues will be sufficient to to meet its Lease Payment obligations under the Master Lease in each Fiscal Year,
and the City intends to make Lease Payments for each Fiscal Year from legally available revenues of the City budgeted and appropriated for such purpose. SECTION 5.12. Compliance with
Law, Regulations, Etc. (a) The City has, after due inquiry, no knowledge and has not given or received any written notice indicating that its Facilities and Facility Sites or the past
or present use thereof or any practice, procedure or policy employed by it in the conduct of its business materially violates any applicable law, regulation, code, order, rule, judgment
or consent agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental
protection hazardous or toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting
title to the Facilities (collectively, “Laws and Regulations”). Without limiting the generality of the foregoing, neither the City nor to the best of its knowledge, after due inquiry,
any prior or present owner, tenant or subtenant of any of Page 36 of 211
25 the Facilities and Facility Sites has, other than as set forth in subsections (a) and (b) of this Section or as may have been remediated in accordance with Laws and Regulations, (i)
used, treated, stored, transported or disposed of any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon,
petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances
or related materials, as described in any Environmental Regulation (as such term is defined in subsection (e)), applicable to the City, any of the Facilities or Facility Sites or the
business operations conducted by the City thereon (collectively, “Hazardous Materials”) on, from or beneath its Facilities or Facility Sites, (ii) pumped, spilled, leaked, disposed of,
emptied, discharged or released (hereinafter collectively referred to as “Release”) any material amount of Hazardous Materials on, from or beneath its Facilities or Facility Sites, or
(iii) stored any material amount of petroleum products at its Facility Sites in underground storage tanks. (b) Excluded from the representations and warranties in subsection (a) hereof
with respect to Hazardous Materials are those amounts ordinarily found in the inventory of or used in the maintenance of municipal facilities, the use, treatment, storage, transportation
and disposal of which has been and shall be in compliance with all Laws and Regulations. (c) No Facilities or Facility Sites located in an area of high potential incidence of radon has
an unventilated basement or subsurface portion which is occupied or used for any purpose other than the corporation or support of the improvements to the Facilities. (d) The City has
not received any notice from any insurance company which has issued a policy with respect to the Facilities or Facility Sites or from the applicable state or local government agency
responsible responsible for insurance standards (or any other body exercising similar functions) requiring the performance of any repairs, alterations or other work, which repairs, alterations
or other work have not been completed at the Facilities or Facility Sites. The City has not received any notice of default or breach which has not been cured under any covenant, condition,
restriction, right-of-way, reciprocal easement agreement or other easement affecting its Facilities or Facility Sites which is to be performed or complied with by it. (e) For purposes
of this Section and Section
5.13 hereafter, the following terms shall have the following meanings: “Asbestos Containing Materials” shall mean material in friable form containing more than one percent (1%) of the
asbestiform varieties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tremolite; and (f) actinolite. “Environmental
Regulations” shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including all federal, state or local laws, rules, orders or regulations
governing protection of the environment, (whether under common law, statute, rule, regulation or otherwise), requirements under permits or other authorizations issued with respect thereto,
and other orders, decrees, judgments, directives or other requirements of any governmental authority relating to or imposing liability or standards of conduct (including disclosure or
notification) concerning protection of human health or the environment or Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act, as amended (42 U.S.C. Section 9601, et seq..), including amendments by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know
Act (together with the regulations promulgated thereunder, “CERCLA”), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section Page 37 of 211
26 6901, et seq..), including amendment by the Hazardous and Solid Waste Amendments of 1984 (together with the regulations promulgated thereunder, “RCRA”), the Emergency Planning and
Community Rightto-Know Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, “Title III”), the Clean Water Act, as amended (33 U.S.C.
Section 1251, et seq.) including amendment by the Water Quality Act of 1987 (together with the regulations promulgated thereunder, “CWA”), the Clean Air Act, as amended (42 U.S.C. Section
7401, et seq.) (together with the regulations promulgated thereunder, “CAA”), the Toxic Substances Control Act, as amended (915 U.S.C. Section 2601 et seq.) (together with the regulations
promulgated thereunder, “TSCA”), the Oil Pollution Act of 1990, 33 U.S.C. Section 2702 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.;
the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42. U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Atomic Energy Act, 42 U.S.C.
Section 2011 et seq.; the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; the Endangered Species Act, 16 U.S.C. Section 1531 et seq.; the Florida Radiation Protection
Act, as amended, Section 404.011, et. seq., Florida Statutes (together with all regulations promulgated thereunder, “FRPA”); the Florida Resource Recovery and Management Act, Section
403.702, et. seq., Florida Statutes; the Florida Water Quality Assurance Act of 1983, Section 376.302, et. seq., Florida Statutes; the Florida Air and Water Pollution Control Act, Section
403.011, et. seq., Florida Statutes; the Florida Safe Drinking Water Act, Section 403.850, et. seq., Florida Statutes; and the Florida Pollutant Discharge Prevention and Control Act;
Section 376.011, et. seq., Florida Statutes; as any of the foregoing now exist or may be modified or amended or come into effect in the future, and any state or local similar laws and
regulations and any socalled local, state or federal “superfund” or “superlien” law, and other guidelines, rules, regulations or requirements of the Environmental Protection Agency (“EPA”)
and all applicable judicial, administrative and regulatory decrees and judgments relating to the protection of public health or safety or the environment, and the regulations implementing
such statutes. SECTION 5.13. Environmental Compliance. (a) The City shall not use or permit the Facilities or Facility Sites or any part thereof to be used to generate, manufacture,
refine, treat, store, handle, transport or dispose of, transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain the improvements on
the Facilities or Facility Sites and then, only in compliance with all Environmental Regulations, and any state equivalent laws and regulations, nor shall it permit, as a result of any
intentional or unintentional act or omission on its part or by any tenant, subtenant, licensee, guest, invitee, contractor, employee and agent, the storage, transportation, disposal
or use of Hazardous Materials or the Release or threat of Release of Hazardous Materials on, from or beneath the Facilities or Facility Sites or onto any other property excluding, however,
those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the maintenance of municipal facilities, the use, storage, treatment, transportation and disposal
of which shall be in compliance with all Environmental Regulations. Upon the occurrence of any Release or threat of Release of Hazardous Materials, the City shall promptly commence and
perform, or cause to be commenced and performed promptly, without cost to the Corporation all investigations, studies, sampling and testing, and all remedial, removal and other actions
necessary to clean up and remove all Hazardous Materials, so released, on, from or beneath the Facilities or other property, in compliance with all Environmental Regulations. Notwithstanding
anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance with subsection (d) of this Section and only to the extent necessary
to maintain the improvements on the Facilities or Facility Sites. Page 38 of 211
27 (b) The City shall comply with, and shall cause its tenants, subtenants, licensees, guests, invitees, contractors, employees and agents to comply with, all Environmental Regulations,
and shall keep the Facility Sites free and clear of any liens imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The City shall cause
each tenant under any lease, and use its best efforts to cause all of such tenant’s subtenants, agents, licensees, employees, contractors, guests and invitees and the guests and invitees
of all of the foregoing to comply with all Environmental Regulations with respect to the Facilities and Facility Sites; provided, however, that notwithstanding that a portion of this
covenant is limited to the City’s use of its best efforts, the City shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any
way the City’s obligations contained in subsection (c) hereof as provided in subsection (c) hereof. Upon receipt of any notice from any Person with regard to the Release of Hazardous
Materials on, from or beneath the Facilities and Facility Sites, the City shall give prompt written notice thereof to the Trustee, the Corporation and the Credit Facility Issuer (and,
in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulations). (c) Irrespective of whether any representation or warranty
contained in Section 5.12 is not true or correct, the City shall defend, indemnify and hold harmless the Corporation, the Trustee and the Credit Facility Issuer, its partners, depositors
and each of its and their employees, agents, officers, directors, trustees, successors and assigns, from and against any claims, demands, penalties, fines, attorneys’ fees (including,
without limitation, attorneys’ fees incurred to enforce the indemnification contained in this Section 5.13), consultants’ fees, investigation and laboratory fees, liabilities, settlements
(ten (10) Business Days’ prior notice of which the Corporation, the Trustee or the Credit Facility Issuer, as appropriate, shall have delivered to the City), court costs, damages, losses,
costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whole or in part, arising out of, or in any way related to, (i) the presence, disposal,
Release, threat of Release, removal, discharge, storage or transportation of any Hazardous Materials on, from or beneath the Facilities or Facility Sites, (ii) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached (five (5) Business
Days’ prior notice of which the Corporation, the Trustee or the Credit Facility Issuer, as appropriate, shall have delivered to the City) or governmental order relating to Hazardous
Materials on, from or beneath any of the Facilities or Facility Sites, (iv) any violation of Environmental Regulations or subsection (a) or (b) hereof by it or any of its agents, tenants,
employees, contractors, licensees, guests, subtenants or invitees, and (v) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs. To the
extent that the City is strictly liable under any Environmental Regulation, its obligation to the Corporation, the Trustee and the Credit Facility Issuer and the other indemnitees under
the foregoing indemnification shall likewise be without regard to fault on its part with respect to the violation of any Environmental Regulation which results in liability to any indemnitee.
The City’s obligations and liabilities under this Section 5.13(c) shall survive the termination of this Master Lease. (d) The City shall conform to and carry out a reasonable program
of maintenance and inspection of all underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulations, including but not limited
limited to Environmental Regulations. SECTION 5.14. Prosecution and Defense of Suits. Page 39 of 211
28 (a) The City shall promptly from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to any Facility
Site or Facilities comprising a Project, or any portion thereof, and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to
the extent permitted and limited by applicable law and only from moneys legally available for such purpose, indemnify or cause to be indemnified the Corporation for all loss, cost, damage
and expense, which the Corporation may incur by reason of any such defect, cloud, suit, action or proceedings. (b) The City shall defend, or cause to be defended against every suit,
action or proceeding at any time brought against the Corporation, or its directors, officers and employees upon any claim arising out of the receipt, application or disbursement of any
moneys held by the Trustee or arising out of the construction of Facilities comprising any Project and involving the rights of the Corporation, or its directors, officers and employees
under this Master Lease or any act or omission of the directors, officers and employees done or omitted to be done within the scope of their respective office or employment, other than
an act or omission which is the result of misconduct or negligence by such parties; provided, that the Corporation, at its election, may appear in and defend any such suit, action or
proceeding. To the extent permitted and limited by applicable law and only from moneys legally available for such purpose, the City shall indemnify or cause to be indemnified the Corporation,
against any and all claims, demands, costs or liability claimed or asserted by any person, arising out of such receipt, application or disbursement. SECTION 5.15. Waiver of Laws. The
City shall not at any time insist upon or plead in any manner whatsoever, or claim or suffer or take the benefit or advantage of any stay or extension law now or at any time hereafter
in force which may adversely affect the covenants and agreements contained in this Master Lease and the benefit and advantage of any such law or laws is hereby expressly waived by the
City to the extent that the City may legally make such waiver. ARTICLE VI TITLE SECTION 6.1. Title to Facility Sites and Facilities. Throughout the term of each Ground Lease, fee title
to, or a Permitted Leasehold Interest in, the Facility Sites described therein shall be in the name of the City, subject to Permitted Encumbrances. Until the earlier of the date on which
payment in full, or provision for payment of all Lease Payments under a particular Lease or payment of the then applicable Purchase Option Price of one or more Facilities financed under
such Lease, as provided in Sections 7.2 or 7.3 hereof, has been made, or until substitution of comparable Facilities for Facilities financed under a Lease as provided in Section 6.4
hereof, title to such Facilities shall remain vested in the Corporation (except as otherwise provided in in the related Schedule), subject to Permitted Encumbrances. At such time as
payment, or provision for payment as provided in Section 7.2 or 7.3 hereof, of all Lease Payments or the then applicable Purchase Option Price of one or more Facilities has been made
in full, the City shall be deemed to have exercised an option to purchase such Facilities and fee simple title to such Facilities free and clear of all encumbrances, except Permitted
Encumbrances, shall vest in the City. Upon substitution of other Facilities for Facilities financed under a Lease as herein provided, fee simple title to the Facilities for which substitution
has been made, shall vest in the City free and clear of all encumbrances except Permitted Encumbrances. The Corporation hereby appoints the City as its agent to prepare and file or record
in appropriate offices such documents as may be necessary to cause record title to such Facilities to vest in the City. The Corporation agrees to immediately execute a warranty deed
for the Facilities and a written surrender and release and an assignment without recourse or warranty of all its Page 40 of 211
29 right, title, and interest under the related Lease and Ground Lease to the City, or shall execute amendments to the Lease Schedule, if appropriate in the case of the purchase of portions
of the Facilities financed under a Lease, as well as all other instruments necessary to vest good and marketable fee simple title to such Facilities in the City and relinquish the Corporation’s
interest therein, subject only to Permitted Encumbrances. The related Ground Lease shall then be terminated, or modified, as provided therein. The Corporation shall request the execution
of such instruments by the Trustee as necessary to effect the conveyances described herein. There shall be no merger of a Lease or of the leasehold estate thereby created in any Facilities
or Facility Sites with the fee estate in such Facilities or Facility Sites by reason of the fact that the same person may acquire or hold, directly or indirectly, a Lease or leasehold
estate therein created or any interest therein, and the fee estate in the Facilities or Facility Sites relating to such Lease or any interest in such fee estate. If required by a Credit
Facility Issuer the City shall provide one or more policies of title insurance naming the City, the Corporation and the Trustee as insureds, as their interests may appear, in amounts
as required by such Credit Facility Issuer. Proceeds of any payment under a title insurance policy shall be paid to the Trustee and held for application (at the direction of the City
prior to the occurrence of an Event of Default or a nonappropriation hereunder) first, to cure any defect in title, and second, in accordance with the priorities set forth in Section
504(a) of the Trust Agreement. The execution of each Ground Lease and each amendment thereto adding or modifying a Facility Site shall be subject to the approval of the related Credit
Facility Issuer (no approval shall be required to add or correct a legal description and/or the permitted encumbrances for a Facility Site which has already been designated in such Ground
Lease), if any, and at the time of such execution there shall be delivered by the City to the Trustee an Opinion of Counsel with respect to each Facility Site to the effect that there
are no liens or encumbrances thereon that are not Permitted Encumbrances under the Master Lease, and that there shall be no merger of the fee estate of the City in the Facility Sites
with the leasehold estates created therein by a Ground Lease or this Master Lease, notwithstanding the fact that the same person may hold one or more leasehold estates and such fee estate.
SECTION 6.2. Liens. Except as permitted under this Master Lease, during the Lease Term each of the Corporation and the City shall not, directly or indirectly, create, incur, assume or
suffer to exist any security interest, pledge, lien, charge, encumbrance or claim on any of the Facilities or Facility Sites or leasehold interests therein, other than the respective
rights of the Trustee, the Corporation and the City as herein provided. If such security interest, pledge, lien, charge, encumbrance or claim on any of the Facilities or Facility Sites
or leasehold interests therein shall exist, it shall be the duty of the City, within ninety (90) days after the City shall have been given written notice of such security interest, pledge,
lien, charge, encumbrance, or claim being filed, to cause the Facilities or Facility Sites to be released from such security interest, pledge, lien, charge, encumbrance, or claim either
by payment or by posting of a bond or by the payment into a court of competent jurisdiction of the amount necessary to relieve and release the Facilities or Facility Sites from such
security interest, pledge, lien, charge, encumbrance, or claim or in any other manner which, as a matter of law, will result within such period of ninety (90) days in releasing the Corporation
and the City and the title of the Corporation and the City from such security interest, pledge, lien, charge, encumbrance or claim; provided, however, that if such security interest,
interest, pledge, lien, charge, encumbrance or claim cannot, with due diligence, be discharged or removed within such ninety (90) day period and the City has diligently commenced to
discharge or remove such security interest, pledge, lien, charge, encumbrance or claim within such period, the City shall have a reasonable period of time to discharge or remove such
security interest, pledge, lien, charge, encumbrance or claim. The City shall reimburse the Corporation or the Trustee for any expense (including reasonable attorney’s fees, cost and
expenses) incurred by the Corporation or the Trustee in order to discharge or remove any Page 41 of 211
30 such security interest, pledge, lien, charge, encumbrance or claim, provided, however, that neither the Corporation nor the Trustee is under any obligation to incur such expense without
having been provided, in advance, with any amounts needed to pay such expense. SECTION 6.3. Use of the Facilities and Facility Sites. The City will not use, or maintain the Facilities
or Facility Sites improperly, carelessly, in violation of any applicable law or in a manner contrary to their use as municipal facilities as contemplated by this Master Lease. The City
shall provide all permits and licenses, if any, necessary for the acquisition, construction and installation of the Facilities and Facility Sites. In addition, the City agrees to comply
in all respects (including, without limitation, with respect to the use and maintenance of the Facilities and Facility Sites) with all applicable laws of the jurisdictions in which the
Facilities and Facility Sites are located and with all applicable regulations, orders and decrees of any legislative, executive, administrative or judicial body exercising any power
or jurisdiction over the Facilities and Facility Sites; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable
manner which does not adversely affect the interest or rights of the Corporation or the Trustee under this Master Lease. SECTION 6.4. Substitution of Facilities. To the extent permitted
by law, on or after the Completion Date the City may substitute for any Facilities other facilities owned by the City, provided such substituted facilities (a) have the same or a greater
remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they are substituted, (c) are of substantially equal utility (as determined by the
City in its sole discretion) as the Facilities to be replaced and meet the requirement of Section 5.9 hereof, (d) are free and clear of all liens and encumbrances, except Permitted Encumbrances
and (e) constitute “Facilities” under this Master Lease and the Schedule from which the Facilities are to be substituted. In addition, to the extent permitted by law, prior to the Completion
Date the City may release and/or substitute for any Facilities to be acquired, constructed and installed under a particular Schedule other facilities to be acquired, constructed and
installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a), (c), (d) and (e) above and (2) following such substitution and/or release, the sum of
(x) with respect to Facilities for which a Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Facilities plus (y) with
respect to Facilities for which a Certificate of Acceptance has been delivered, the fair market value of the Facilities, financed under the Schedule from which the Facilities are to
be substituted and/or released is greater than or equal to the remaining principal portion of Basic Lease Payments due under such Schedule. In order to effect such substitution, the
Facilities to be replaced shall be released from the encumbrance of the related Lease and Ground Lease by appropriate instrument executed by the City and the Corporation (or Trustee
as assignee of the Corporation) in form sufficient to leave good and marketable fee simple title to such Facilities in the City subject only to Permitted Encumbrances, and the Facilities
to be substituted shall likewise be incorporated in the appropriate Lease and Ground Lease modifications. The related Schedule shall be appropriately amended, and the related Ground
Lease shall be amended or canceled and replaced, to reflect such substitution. There shall also be delivered at the time of substitution an Opinion of Counsel as described in Section
6.1 hereof with respect to the substitute Facility Site. For purposes hereof, “fair market value” shall be determined on the basis of an MAI appraisal performed by an appraiser selected
by the City and acceptable to the Trustee. Page 42 of 211
31 ARTICLE VII ASSIGNMENT, OPTION TO PURCHASE, AND PREPAYMENT SECTION 7.1. Assignments; Subleasing. (A) It is understood that substantially all right, title and interest of the Corporation
in and to each Lease including the right to receive Basic Lease Payments thereunder, is to be assigned by the Corporation to the Trustee for the benefit of the holders of the Series
of Certificates relating thereto, pursuant to the Assignment Agreement relating to such Lease. The City consents to such assignment and agrees that upon such assignment the Trustee shall
have all of the rights of the Corporation thereunder, and shall be deemed to be the Corporation for all purposes of such Lease and the City agrees to pay to the Trustee at its designated
corporate trust office all payments payable by the City to the Corporation pursuant to such Lease, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising
from a breach of the Lease or otherwise) that the City may from time to time have against the Corporation or any person or entity associated or affiliated therewith. (B) This Master
Lease and each Schedule hereto may not be assigned by the City for any reason. However, Facilities may be subleased, as a whole or in part, by the City, without the necessity of obtaining
the consent of the Corporation or its assignee, subject, however, to each of the following conditions: (i) Upon delivery to the City of a Favorable Opinion, such Facilities may be subleased
for governmental purposes, in whole or in part, only to an agency or department or political subdivision of the State, or to another entity or entities; (ii) This Master Lease, and the
obligations of the City hereunder and under each Schedule hereto, shall, at all times during each Lease Term, remain obligations of the City, and the City shall maintain its direct relationships
with the Corporation and its assignee, notwithstanding any sublease; (iii) The City shall furnish or cause to be furnished to the Corporation and its assignee a copy of any sublease
agreement; (iv) No sublease by the City shall cause the Facilities to be used for any purpose which would (a) adversely affect (i) with respect to Tax-Exempt Certificates, the excludability
from gross income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under
the Code), (ii) the availability to the City of any federal subsidy or credit based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect
to Certificates issued as Build America Bonds, or (iii) the availability of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section
54A of the Code), or (b) violate the Act; and (v) The term of any sublease cannot extend beyond the end of the then current Lease Term, and shall be subject to immediate cancellation
upon the occurrence of a nonappropriation or event of default hereunder. SECTION 7.2. Prepayment. Page 43 of 211
32 (A) Optional. The principal portion of the Basic Lease Payments due under a particular Lease represented by a Series of Certificates shall be subject to prepayment at the option of
the City, in the manner and at the times set forth in the Schedule to this Master Lease relating to such Series. (B) Extraordinary. In the event that: (a) there shall remain in the Acquisition
Account relating to a particular Series of Certificates upon delivery by the City of a Certificate of Acceptance indicating completion of the acquisition, construction, installation
and payment of all costs of the Facilities financed under a Lease relating to such Series of Certificates (including the failure of the City to acquire any component of such Facilities)
an amount greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year under such Lease, or (b) there are Net Proceeds equal to or greater than
ten percent (10%) of the remaining principal portion of the Basic Lease Payments relating to Facilities financed under a particular Lease, as a result of damage to or destruction or
condemnation of any portion of such Facilities, and an election is made by the City in accordance with Section 5.4(b) hereof to apply the amount to the prepayment in part of the principal
portions of Basic Lease Payments relating to such Facilities, or (c) the Lease Term is terminated for the reasons referred to in Sections 4.1(b) or 4.1(c) hereof; then, in each case,
same shall constitute an “Event of Extraordinary Prepayment”. Each Event of Extraordinary Prepayment shall result in the following action, respectively: (i) With respect to (a) and (b)
above, the Corporation and the City shall pay such remaining Acquisition Account monies and Net Proceeds to the Trustee, and the Trustee shall deposit such funds in the respective Prepayment
Accounts applicable to each Series of Certificates relating to such Leases to be used to prepay such Series of Certificates in the manner provided in the Trust Agreement; and (ii) With
respect to (c) above, at the election of a Credit Facility Issuer the Purchase Option Price of all Facilities shall become immediately due and payable, and the Trustee shall credit the
balance remaining in all Funds and Accounts for each Series of Certificates to the Prepayment Account for such Series, and upon receipt of the Purchase
Option Price of all Facilities, shall deposit such moneys to the credit of the related Prepayment Account for the Series relating to each such Facilities, to be used to prepay such Series
of Certificates in the manner provided in the Trust Agreement. In the event of prepayment in part under a particular Lease, the City will provide the Trustee a revised Schedule of Lease
Payments reflecting said partial prepayment. In the event of a payment in full of the Purchase Option Price of all Facilities financed hereunder, all covenants, agreements and other
obligations of the City under this Master Lease shall cease, terminate and become void and be discharged and satisfied except as otherwise provided in Section 4.1(d) hereof. In such
event the Trustee and the Corporation shall execute and deliver to the City all such instruments in recordable form at the City’s expense as may be desirable to evidence such discharge
and satisfaction. Page 44 of 211
33 SECTION 7.3. Prepayment Deposit. Notwithstanding any other provision of this Master Lease, the City may on any date secure the payment of all or a portion of the Purchase Option Price
of all Facilities under a particular Schedule hereto and the related Series of Certificates, or with the prior consent of the Credit Facility Issuer, if any, for the Series of Certificates
from which the Facilities in question were originally financed, the Purchase Option Price under a Schedule relating to all or a portion of one or more particular Facilities set forth
on such Schedule and a corresponding amount of Certificates of the Series relating thereto, by a deposit with the Trustee as escrow holder under an escrow deposit agreement of amounts
as set forth in Section 801 of the Trust Agreement. In such event all covenants, agreements and other obligations of the City under the related Lease, or with respect to a portion of
the Purchase Option Price of all Facilities under such Lease, or with respect to one or more particular Facilities financed under such Lease, shall cease, terminate and become void and
be discharged and satisfied in accordance with the provisions of Section 4.1(d) hereof (or, in the case of a deposit for a portion of a Facility, modified accordingly), except the obligation
of the City to make or cause to be made, Basic Lease Payments and any Additional Lease Payments under such Lease from the deposit made by the City pursuant to this Section, and except
as provided in Section 4.2(c) hereof. In such event, the Trustee shall provide statements for such period or periods as shall be requested by the City to be prepared and filed with the
City and, upon the request of the City, the Corporation or the Trustee, as appropriate, shall execute and deliver to the City all such instruments in recordable form at the City’s expense
as may be desirable to evidence such discharge and satisfaction. SECTION 7.4. Refunding Certificates. The Corporation shall direct the Trustee in writing, when directed to do so by the
City, to issue one or more Series of refunding Certificates under a Supplemental Trust Agreement for the purpose of providing for the payment of all or a portion of Outstanding Series
of Certificates, the funding of a Reserve Account, if any, and the payment of the costs of issuance in connection with such Series of refunding Certificates. Simultaneously with the
issuance and delivery of such Series of refunding Certificates the applicable proceeds thereof shall be deposited with the Trustee as escrow holder under an escrow deposit agreement
in such amount as set forth in Section 801 of the Trust Agreement. Upon the deposit as aforesaid, the Trustee and the City shall enter into an amendment to the related Lease Schedule
at the City’s expense, in order to adjust the Lease Payments to be made under such Lease to an amount sufficient to pay, as and when the same mature and become due, the principal and
interest portions of the Basic Lease Payments represented by the Series of refunding Certificates and by the original Series of Certificates to the extent that such Series has not been
refunded (except to such extent as the same may be payable out of moneys or Government Obligations deposited pursuant to Section 7.3 hereof). Page 45 of 211
34 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.1. Events of Default Defined. The following shall be “events of default” under this Master Lease and the terms “event of default”
and “default” shall mean, whenever they are used in this Master Lease, any one or more of the following events: (a) Failure by the City to pay in full any Basic Lease Payment with respect
to any Lease at the time and in the manner specified herein; (b) Failure by the City to pay in full any Additional Lease Payment or Supplemental Payment with respect to any Lease at
the time and in the manner specified herein, and such failure shall continue for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied
is given to the City by the Corporation, the Trustee or the related Credit Facility Issuer, if any, provided, however, that if the Authorized City Representative certifies to the Corporation,
the Trustee or the related Credit Facility Issuer, if any, in writing that such default cannot with due diligence be cured within such thirty (30) day period and that the City has diligently
commenced to cure such default within such period, the City shall have a reasonable period not exceeding sixty (60) days after written notice (unless further extended by the Credit Facility
Issuer, or if there be none, the Trustee) to cure such default; (c) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed
hereunder, other than as referred to in Section 8.1(a) or (b) for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied is given
to the City by the Corporation, the Trustee or the related Credit Facility Issuer, or any representation of the City in this Lease Purchase Agreement shall have been untrue when made;
provided, however, that if the Authorized City Representative certifies to the Corporation, the Trustee or the related Credit Facility Issuer, in writing that such default cannot with
due diligence be cured within such sixty (60) day period and that the City has diligently commenced to cure such default within such period, the City shall have a reasonable period to
cure such default; or (d) the filing of a petition in bankruptcy (or any other commencement of a bankruptcy or similar proceeding by or against the City under any applicable bankruptcy,
insolvency, reorganization or similar law, now or hereafter in effect, and, in the case of involuntary proceedings, the failure of the same to be dismissed within one hundred eighty
(180) days of the filing thereof. If by reason of force majeure the City is unable in whole or in part to carry out the agreements on its part herein contained, other than the obligations
on the part of the City contained in Article III hereof, the City shall not be deemed in default during the continuance of such inability. The Term “force majeure” as used herein shall
mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; acts of public enemies, orders or restraints of any kind of the government of
the United States of America or any of its departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; hurricanes; fires; storms;
droughts; floods; or explosions. Notwithstanding anything contained in this Section 8.1 to the contrary, a failure by the City to pay when due any payment required to be made under this
Master Lease and any Schedule hereto or a Page 46 of 211
35 failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Master Lease, resulting from a failure by the City
to appropriate moneys as contemplated by Sections 3.5 and 5.11 hereof, shall not constitute an event of default under this Section 8.1. SECTION 8.2. Remedies on Default. Whenever any
event of default referred to in Section 8.1 shall have happened and be continuing, the Corporation shall have the right, without any further demand or notice except as hereinafter provided,
to take one or any combination of the following remedial steps: (a) upon written notice to the City, terminate the Lease Term of all Leases and, whether or not the Lease Term is terminated,
exercise all available remedies at law or in equity as described in Section 3.6 hereof; or (b) take whatever action at law or in equity as may appear necessary or desirable to collect
all Lease Payments or other payments then due and thereafter to become due for the remainder of the then current Lease Term, or the Purchase Option Price then due, or to enforce performance
and observance of any obligation, agreement or covenant of the City under this Master Lease. SECTION 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Corporation
is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Master Lease or now or hereafter existing at law
or in equity, subject to any limitations set forth in Section 3.6 hereof. ARTICLE IX MISCELLANEOUS SECTION 9.1. Notices. All notices, certificates, requests or other communications (other
than payments by the City) hereunder shall be in writing and shall be sufficiently given and shall be deemed given when delivered or three (3) Business Days after being mailed by first
class mail, postage prepaid, to the parties at their respective places of business as follows (or to such other address as shall be designated by any party in writing to all other parties):
Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: President City: City of Miami
Gardens, Florida City of Miami Gardens 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: Mayor Trustee: Wells Fargo Bank, N.A. 301 East Pine Street,
Suite 1150 Page 47 of 211
36 Orlando, Florida 32801 Attention: Corporate Trust Division Copies of any notices shall be provided to all Credit Facility Issuers at the addresses provided in one or more Schedules.
Notice shall also be given by the City to the Rating Agencies of the occurrence of any one or more of the following: (i) the appointment of a Successor Trustee, (ii) the expiration or
termination of a Credit Facility, (iii) the prepayment or defeasance of any of the Outstanding Certificates in accordance with Section 801 or 802 of the Trust Agreement or (iv) a material
modification of or amendment to the Trust Agreement, this Master Lease, any Ground Lease, any Assignment Agreement, any Lease Schedule or any Credit Facility. SECTION 9.2. Binding Effect.
This Master Lease shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns, including without limitation the Trustee
pursuant to the Assignment Agreement. SECTION 9.3. Severability. In the event any provision of this Master Lease shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule shall not be waived, altered,
modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Corporation and the City and, if required under the terms of the Trust Agreement,
by the Trustee with the consent of the Credit Facility Issuer, if any. In the event that the consent of a Credit Facility Issuer is required and there is no Credit Facility Issuer, except
as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such waiver, alteration, modification,
supplement or amendment shall be required; provided that the consent of the Holders of Certificates shall not be required (1) to cure any ambiguity, supply any omission, or cure or correct
any defect or inconsistent provision in this Master Lease and any Schedule, or (2) to insert such provisions clarifying matters which they deem necessary or desirable and which are not
contrary to or inconsistent with this Master Lease and any Schedule as theretofore in effect, or (3) to issue one or more Series of Certificates pursuant to the Trust Agreement and to
make any change affecting only such Series of Certificates, or (4) to facilitate compliance with modifications to the continuing disclosure requirements currently reflected in Rule 15c
2-12(b)(5) promulgated by the Securities and Exchange Commission, (5) to facilitate the issuance of variable rate Certificates or to convert variable rate Certificates to fixed rate
Certificates, (6) to make any other modification or amendment that in the judgment of the Trustee (upon the advice of counsel, if requested) will not have a material adverse effect on
the interests of any of the Certificate holders. Notwithstanding the foregoing, a a Schedule may be amended without obtaining the consent of the Credit Facility Issuer, if any, or of
Holders of the affected Certificates, for the purpose of (1) adding or correcting a legal description or the permitted encumbrances for a Facility Site which has already been designated
in such Schedule, (2) adding additional Facilities to be financed under such Schedule, (3) substituting Facilities in accordance with Section 6.4 hereof or (4) releasing a Facility or
portion thereof if such Facility or portion thereof has been released from the lien of the Lease in accordance with the provisions thereof. SECTION 9.5. Execution in Counterparts. This
Master Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Page 48 of 211
37 SECTION 9.6. Captions. The captions or headings in this Master Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections
of this Master Lease. SECTION 9.7. Interest. All interest calculations hereunder shall be made on the basis of a 360-day year consisting of twelve 30-day months (unless otherwise provided
on a Schedule hereto). SECTION 9.8. Compliance with Trust Agreement. The City hereby approves and agrees to the provisions of the Trust Agreement. The Corporation hereby agrees not to
amend or modify the Trust Agreement in any way without the written consent of the City so long as this Master Lease shall be in effect. The City agrees to do all things within its power
in order to enable the Corporation to comply with all requirements and to fulfill all covenants of the Trust Agreement which require the Corporation to comply with requests or obligations
so that the Corporation will not be in default in the performance of any covenant, condition, agreement or provision of the Trust Agreement, and the City further agrees to comply with
and perform any obligations to be complied with or performed by the City pursuant to the Trust Agreement. SECTION 9.9. Memorandum of Lease. Simultaneously with the execution of this
Master Lease and each Schedule hereto, and thereafter simultaneously with the execution of any Schedule, the City and the Corporation shall each execute, acknowledge and deliver a Memorandum
of Lease with respect to the Master Lease and such Schedule. Said Memorandum of Lease shall not in any circumstances be deemed to change or otherwise to affect any of the obligations
or provisions of such instrument. SECTION 9.10. Radon Gas. Pursuant to Section 404.056, Florida Statutes, the following notification is hereby given: “RADON GAS: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.”
SECTION 9.11. Applicable Law. This Master Lease shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
SECTION 9.12. Waiver of Choice of Remedies. The City hereby waives any right it may have to cause the Corporation to choose any remedy and pursue such remedy to fruition, and agrees
and consents that the Corporation may simultaneously and contemporaneously pursue two or more of the several remedies available to the Corporation, all of which are agreed to be concurrent
and not alternative in any way, to the end that the Corporation may exercise any self help remedy under this Master Lease as to any Lease and may file and pursue to final judgment and
final collection, actions (i) to eject the City and reclaim possession of any and all of the Projects, Projects, and (ii) against the City for money damages and (iii) against the City
for performance of any covenants, all at the same time, in any combination, in one action and in several actions, and any of them, all at the Corporation’s sole discretion, provided
only that the Corporation may not ultimately recover more than the total amount provided herein plus such expenses and reimbursements as provided herein for preserving, maintaining and
realizing on this Master Lease and the Leases. [Remainder of Page Intentionally Left Blank] Page 49 of 211
38 IN WITNESS WHEREOF, the Corporation has caused this Master Lease to be executed in its corporate name by its duly authorized officers, and the City has caused this Master Lease to
be executed in its name by its duly authorized officers on the date set forth below their respective signatures and all as of the day and year first written above. [SEAL] Attest: By:
Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley
Gibson Mayor Page 50 of 211
39 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 51 of 211
40 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as Mayor and City Clerk, respectively, of the CITY OF MIAMI GARDENS, FLORIDA, subscribed to
the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and
delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and
notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally
known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 52 of 211
A-1 EXHIBIT A FORM OF SCHEDULE TO MASTER LEASE PURCHASE AGREEMENT SCHEDULE _______ dated ______________ to Master Lease Purchase Agreement dated as of [November 1, 2010] between Miami
Gardens Leasing Corporation, as Lessor (the “Corporation”) and The City of Miami Gardens, Florida as Lessee (the “City”) THIS SCHEDULE (the “Schedule”) is hereby entered into under and
pursuant to that certain Master Lease Purchase Agreement dated as of [November 1, 2010] (the “Master Lease”), pursuant to which the Corporation has agreed to lease-purchase unto the
City and the City has agreed to leasepurchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series [ ] Facilities herein described
(the “Series [ ] Facilities”). The Corporation hereby demises, leases and subleases to the City, and City hereby hires, takes, leases and subleases from the Corporation, the Series ___
Facilities and the Series ___ Facility Sites described herein, together with the rights described in clauses (i), (ii) and (iii) of Section 1 in the Series [ ] Ground Lease (hereinafter
defined). The Master Lease with respect to this Schedule and as amended, modified and supplemented hereby, is referred to herein as the “Series [ ] Lease”. All terms not otherwise defined
herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series [ ] Supplemental Trust Agreement. All terms and conditions contained
in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series [ ] Lease the following terms
have the meaning set forth below. “Assignment Agreement” shall mean the Series [ ] Assignment Agreement dated as of _____________, ____, between the Corporation and the Trustee. “Certificates”
or Series of Certificates” shall mean the $_______ Certificates of Participation, Series [ ] dated as of ___________, issued under the Trust Agreement and evidencing undivided proportionate
interests of the owners thereof in Basic Lease Payments to be made by the City pursuant to the Master Lease. “Commencement Date” for the Series [ ] Lease is _______. “Continuing Disclosure
Certificate” shall mean that certain Continuing Disclosure Certificate, dated __________, executed and delivered by the City in connection with the issuance of the Series _____ Certificates.
“Participating Underwriter” shall mean any of the original underwriters of the Series _____ Certificates required to comply with the Rule in connection with the offering of the Series
_____ Certificates. Page 53 of 211
A-2 “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Series
[ ] Credit Facility” shall mean _________________________. “Series [ ] Credit Facility Issuer” shall mean __________________. “Series [ ] Facilities” shall mean the Facilities described
in this Schedule ________. “Series [ ] Facility Sites” shall mean the Facility Sites described in this Schedule [ ] , to be ground leased by the City to the Corporation, as the same
may be amended or supplemented from time to time. “Series [ ] Ground Lease” shall mean the Series [ ] Ground Lease dated as of __________, ____ between the City as Lessor and the Corporation
as Lessee, as amended or supplemented from time to time. “Series [ ] Supplemental Trust Agreement” shall mean the Series [ ] Supplemental Trust Agreement dated as of ____________, ____
between the Corporation and the Trustee. SECTION 2. Lease Term. The total of all Lease Terms of the Lease are expected to be approximately _______________ years consisting of an “Original
Term” of approximately _____________ (___) months from ____________, through and including September 30,__ and _______ (_ ) Renewal Terms of twelve (12) months, each from October 1 through
and including September 30 of the next succeeding calendar year, commencing October 1, ____, and ending on September 30, ____. Each Lease Term shall be subject to annual renewal pursuant
to the provisions of Article III of the Master Lease. SECTION 3. Series [ ] Facilities to be Lease Purchased. A general description of the Series [ ] Facilities and the estimated costs
of the Series [ ] Facilities to be lease-purchased under the Series [ ] Lease are described in Exhibit A hereto. The City reserves the right to substitute other facilities for the facilities
set forth herein, in accordance with the requirements of the Master Lease. SECTION 4. Series [ ] Facility Site(s) to be Ground Leased to the Corporation and Permitted Encumbrances. The
legal descriptions of the Series [ ] Facility Sites to be ground leased to the Corporation and Permitted Encumbrances (in addition to those specified in the Master Lease) are described
in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series [ ] Ground Lease. SECTION 5. Application of Certain Proceeds of
Series ________ Certificates. The Trustee shall deposit the following sums in the following accounts from the proceeds of the Series [ ] Certificates: Amount Account $___________ Series
[ ] Acquisition Account $___________ Series [ ] Cost of Issuance Subaccount $___________ Series [ ] Reserve Account $___________* Series [ ] Lease Payment Account ____________________
*Represents accrued interest. Page 54 of 211
A-3 SECTION 6. Basic Lease Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (each [ ] and [ ], commencing [ ]) and the remaining
principal portion with respect to the Series [ ] Facilities to be lease purchased are set forth in Exhibit C hereto. If, upon delivery of the Certificate of Acceptance indicating completion
of the acquisition, construction, installation and payment of all costs of the Series [ ] Facilities, or if the City determines not to acquire, construct or install one or more components
of the Series [ ] Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series [ ] Facility is different from the amount set
forth herein, Exhibit C shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series [ ] Facilities to be lease-purchased. The aggregate of Basic
Lease Payments set forth on Exhibit C shall be no less than the principal and interest payments with respect to the Series [ ] Certificates and shall only be amended in the event of
a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of the Series [ ] Certificates pursuant to Section 7.2 or 7.3 of the
Master Lease, and prepayment or defeasance of a portion of [ ] Certificates pursuant to Article III of the Series [ ] Supplemental Trust Agreement or Section 801 of the Master Trust
Agreement. The interest portion of the Basic Lease Payments represented by the Series [ ] Certificates, expressed as an annual interest rate, is exempt from the limitations on interest
rates set forth in Section 215.84, Florida Statutes, since the Series [ ] Certificates are rated within the three highest rating categories by a nationally recognized rating service.
SECTION 7. Additional Lease Payments. Additional Lease Payments with respect to the Series [ ] Certificates consist of the following: 1. Trustee Fees: 2. Trustee Expenses: SECTION 8.
Prepayment Provisions. In addition to [or in lieu of] the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided
in Section 6 of this Schedule are subject to the following prepayment provisions: A. Optional Prepayment B. Extraordinary Prepayment SECTION 9. Other Special Provisions. A. Representations.
The City hereby confirms its representations, covenants and warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall be
deemed to refer to the Master Lease as supplemented by this Schedule [ ], and except as otherwise provided below. The Corporation hereby confirms
its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master
Lease as supplemented by this Schedule [ ] , and except Page 55 of 211
A-4 as otherwise provided below. The Corporation hereby represents that the Master Lease is in effect and that to its knowledge there are no defaults on the date of execution of this
Schedule [ ] under any Lease, Ground Lease or the Trust Agreement. B. Notices. Copies of all matters required to be given to a Credit Facility Issuer pursuant to the Master Lease shall
be given to the Series [ ] Credit Facility Issuer at the following address: C. Continuing Disclosure. For purposes of the Series [ ] Lease, the City hereby covenants and agrees that
it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the Series [ ] Lease, failure of the City to
comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Holders
of at least 25% aggregate principal amount in Outstanding Series [ ] Certificates, shall) or any Holder of the Series [ ] Certificates or Beneficial Owner may take such actions as may
be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section 9.C. For purposes of this Section,
“Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series [ ] Certificates (including
persons holding Series [ ] Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series [ ] Certificates for federal income tax
purposes. [Remainder of Page Intentionally Left Blank] Page 56 of 211
A-5 IN WITNESS WHEREOF, the Corporation has caused this Schedule [ ] to be executed in its corporate name by its duly authorized officers, and the City has caused this Schedule [ ] to
be executed in its name by its duly authorized officers on the date set forth below their respective signatures and all of the day and year first written above. [SEAL] Attest: By: MIAMI
GARDENS LEASING CORPORATION By: [SEAL] Attest: By: THE CITY OF MIAMI GARDENS, FLORIDA By: Page 57 of 211
A-6 EXHIBIT A TO SCHEDULE ______ Series _____ Facilities to be Lease Purchased A. General Description of the Series ____ Facilities to be Lease Purchased: B. Estimated Costs of the Series
_____ Facilities: Facility Facility Site Acquisition/Construction Project Cost Page 58 of 211
A-7 EXHIBIT B TO SCHEDULE ______ Series ____ Facility Sites to be Ground Lease A. DESCRIPTION OF REAL ESTATE B. PERMITTED ENCUMBRANCES Page 59 of 211
A-1 EXHIBIT C TO SCHEDULE ________ Lease Payment Schedule SERIES ___________ FACILITIES (COMPOSITE) PAYMENT DATE BASIC LEASE PAYMENT PRINCIPAL PORTION INTEREST PORTION REMAINING PRINCIPAL
Page 60 of 211
B-1 EXHIBIT B CITY’S CERTIFICATE I, the undersigned Authorized City Representative of the City of Miami Gardens, Florida (the “City”), do hereby certify pursuant to the terms of the
Master Lease Purchase Agreement between the City and Miami Gardens Leasing Corporation (the “Corporation”) dated as of [November 1, 2010] and Schedule _____ thereto dated ____________
(collectively, the “Lease”), as follows: 1. The City has, as agent for the Corporation, acquired the Series ________ Facilities described in Schedule _____ 2. Such Series ________ Facilities
meet the City’s specifications therefor, and have been acquired to the City’s satisfaction. This certificate constitutes the acceptance certificate for such Series ________ Facilities
required by Section 2.3 of the Master Lease and Section 402 of the Master Trust Agreement dated as of [November 1, 2010] between the Corporation and ____________________________ Florida,
as Trustee. 3. The actual cost of such Series ________ Facilities is as follows: 4. The Completion Date for such Series ________ Facilities is: 5. Terms defined in the Master Lease and
Schedule _____ thereto and used in this certificate have the same meanings in this certificate as are ascribed to such terms in the Master Lease and Schedule ________ thereto. CITY OF
MIAMI GARDENS, FLORIDA By: Name: Title: Authorized City Representative Date: MIAMI GARDENS LEASING CORPORATION By: Name: Title: Authorized Corporation Representative Date: MIA 181,270,459v3122872.010
100 Page 61 of 211
EXHIBIT B FORM OF SCHEDULE 2010A Page 62 of 211
1 SCHEDULE 2010A dated as of [November 1, 2010] to the Master Lease Purchase Agreement dated as of [November 1, 2010], between Miami Gardens Leasing Corporation as Lessor (the “Corporation”)
and City of Miami Gardens, Florida, as Lessee (the “City”) THIS SCHEDULE 2010A (the “Schedule 2010A”) is hereby entered into under and pursuant to that certain Master Lease Purchase
Agreement dated as of [November 1, 2010] (the “Master Lease”), pursuant to which the Corporation has agreed to finance and lease purchase unto the City and the City has agreed to lease
purchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2010A Facilities herein described. The Corporation hereby demises,
leases and subleases to the City, and the City hereby hires, takes, leases and subleases from the Corporation, the Series 2010A Facilities and the Series 2010A Facility Sites described
herein, together with the rights described in clauses (i), (ii), (iii) and (iv) of Section 1 in the Series 2010A Ground Lease (hereinafter defined). The Master Lease with respect to
this Schedule and as modified and supplemented hereby, is referred to herein as the “Series 2010A Lease.” All terms and conditions contained in the Master Lease, unless otherwise amended
or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series 2010A Lease the following terms have the meanings set forth below. All terms
not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series 2010A Supplemental Trust Agreement, as
appropriate. “Assignment Agreement” shall mean the Series 2010A Assignment Agreement dated as of [November 1, 2010], between the Corporation and the Trustee. “Certificates” or “Series
of Certificates” shall mean the $[Par Amount] Certificates of Participation, Series 2010A dated as of the Closing Date, issued under the Trust Agreement and evidencing undivided proportionate
interests of the owners thereof in Basic Lease Payments to be made by the City pursuant to the Master Lease. “Closing Date” means the date of delivery of the Series 2010A Certificates
to the respective Series 2010A Underwriter against payment therefor. “Commencement Date” for the Series 2010A Lease is the Closing Date. “Series 2010A Credit Facility” shall mean the
municipal bond insurance policy issued by the Series 2010A Credit Facility Issuer on [Closing Date], insuring payment of the principal portions and interest portions of Basic Lease Payments
represented by the Series 2010A Certificates when due. “Series 2010A Credit Facility Issuer” shall mean [Insurer], or any successor thereto or assignee thereof. Page 63 of 211
2 “Series 2010A Facilities” shall mean the Facilities described in this Schedule 2010A, as this Schedule 2010A may be amended or supplemented from time to time. “Series 2010A Facility
Sites” shall mean the Facility Sites described in this Schedule 2010A to be ground leased by the City to the Corporation, as the same may be amended or supplemented from time to time.
“Series 2010A Ground Lease” shall mean the Series 2010A Ground Lease dated as of [November 1, 2010], between the City, as Lessor, and the Corporation, as Lessee, as the same may be amended
or supplemented from time to time. “Series 2010A Supplemental Trust Agreement” shall mean the Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010], between the Corporation
and the Trustee. “Series 2010A Underwriter” means Loop Capital Markets LLC. Section 2. Lease Term. The total of all Lease Terms of the Series 2010A Lease are expected to be approximately
twenty-nine (29) years and seven (7) months consisting of an “Original Term” from the Commencement Date through and including September 30, 2011, twenty-eight (28) Renewal Terms of twelve
(12) months, each from October 1 through and including September 30 of the next succeeding calendar year, commencing October 1, 2011 and ending September 30, 2039, and a final Renewal
Term of eight (8) months commencing October 1, 2039 and ending June 1, 2040, provided that on such date no Series 2010A Certificates are “Outstanding” under the Trust Agreement. Each
Lease Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease. Section 3. Series 2010A Facilities to be Lease Purchased. A general description
of the Series 2010A Facilities and the estimated costs of the Series 2010A Facilities to be lease-purchased under the Series 2010A Lease are set forth in Exhibit A hereto. The City reserves
the right to substitute other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease. Section 4. Series 2010A Facility Sites to to be
Ground Leased to the Corporation and Permitted Encumbrances. The legal descriptions of the Series 2010A Facility Sites to be ground leased to the Corporation and Permitted Encumbrances
(in addition to those specified in the Master Lease) are set forth in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series
2010A Ground Lease. Section 5. Application of Certain Proceeds of Series 2010A Certificates. Pursuant to the provisions of Section 402 of the Series 2010A Supplemental Trust Agreement
the Trustee will deposit the following sums attributable to the Series 2010A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2010A
Certificates: Amount Account $[__________] Series 2010A Acquisition Account [_________] Series 2010A Cost of Issuance Subaccount [_________] Series 2010A Capitalized Interest Subaccount
Section 6. Basic Lease Payments; Sinking Fund Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (May 15 and November 15) and
the remaining principal portion with respect to the Series 2010A Facilities to be lease purchased and the Page 64 of 211
3 Series 2010A Certificates attributable to such Series 2010A Facilities are set forth in Exhibit C. If, upon delivery of the Certificate of Acceptance indicating completion of the acquisition,
construction, installation and payment of all costs of the Series 2010A Facilities, or if the City determines not to acquire, construct or install one or more components of the Series
2010A Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series 2010A Facility is different from the amount set forth herein,
Exhibit C shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series 2010A Facilities to be lease-purchased. The Composite Schedule of Basic
Lease Payments shall be no less than the principal portion and the interest portion of the Basic Lease Payments represented by the Series 2010A Certificates and shall only be amended
in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by the Series 2010A Certificates pursuant to Section 7.2 or 7.3 of the
Master Lease, and prepayment or defeasance of a portion of Series 2010A Certificates pursuant to Article III of the Series 2010A Supplemental Trust Agreement or Section 801 of the Master
Trust Agreement. The interest portion of the Basic Lease Payments represented by the Series 2010A Certificates, expressed as an annual interest rate, is exempt from the limitations on
interest rates set forth in Section 215.84, Florida Statutes, since the Series 2010A Certificates are rated within the three highest rating categories by a nationally recognized rating
service. Section 7. Additional Lease Payments. Additional Lease Payments with respect to the Series 2010A Lease consist of the following: 1. Trustee Fees: Annual administration fee of
$[_____], payable annually in advance. 2. Trustee Expenses: Expenses to be billed at cost. Legal fee for Trustee counsel at closing of $[_____]. Thereafter, reasonable costs and expenses
pursuant to the Master Lease or Trust Agreement. 3. Credit Facility Issuer Payment: $[________] to be paid to the Series 2010A Credit Facility Issuer upon issuance of the Series 2010A
Certificates with respect to the Series 2010A Credit Facility [and any amounts owed to the Series 2010A Credit Facility Issuer pursuant to Section [___] of the Series 2010A Supplemental
Trust Agreement]. Section 8. Prepayment Provisions. In addition to or in lieu of the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease
Payments due as provided in Section 8 of this Schedule 2010A is subject to the following prepayment provisions: A. Optional Prepayment. (1) Make Whole Prepayment. The principal portion
of Basic Lease Payments due prior to May 15, 20[__] and represented by the Series 2010A-2 Certificates is subject to prepayment at the option of the City in whole or in part on any Business
Day at a Prepayment Price equal to the greater of (a) 100% of the principal portion of Basic Lease Payments to be prepaid and (b) the sum of the present value of the remaining scheduled
payments of Basic Lease Payments to be prepaid, not including any portion of those payments of the interest portion of such Basic Lease Payments accrued and unpaid as of the Prepayment
Date, discounted to the date on which the Series 2010A-2 Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury
Rate plus [__] basis points, plus, in each case, the accrued and unpaid interest portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid on the Prepayment
Date. Page 65 of 211
4 (2) Prepayment at Par. The principal portion of Basic Lease Payments due on or after May 15, 20[__], shall be subject to prepayment in whole or in part on any Business Day on or after
May 15 1, 20[__], if the City elects to prepay the principal portion of Basic Lease Payments due under the Series 2010A Lease and if in part, in such order of maturity of Series 2010A
Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2010A Lease as shall be designated by the City to be prepaid, and by
lot within a maturity in such manner as the Trustee may determine, at a Prepayment Price equal to the principal portion of Basic Lease Payments to be prepaid, plus the interest accrued
to the Prepayment Date. B. Extraordinary Prepayment. (1) The extraordinary prepayment provisions set forth in Section 7.2(B) and Section 5.4(b) of the Master Lease shall not apply to
the Series 2010A Lease. (2) Extraordinary Optional Prepayment Due to the Occurrence of an Extraordinary Event. The principal portion of Basic Lease Payments represented by the Series
2010A-2 Certificates is subject to extraordinary mandatory prepayment in Authorized Denominations, in whole or in part, on a date designated by the City upon the occurrence of an Extraordinary
Event, at a Prepayment Price equal to the greater of: (1) 100% of the principal portion of Basic Lease Payments to be prepaid; and (2) the sum of the present value of the remaining scheduled
payments of Basic Lease Payments related to the principal portion of Basic Lease Payments to be prepaid to the Maturity Date, not including any portion of those payments of interest
accrued and unpaid as of the Prepayment Date, discounted to the Prepayment Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate
plus 100 basis points, plus in each case, the accrued interest portion of the Basic Lease Payments related to the principal portion to be prepaid to the Prepayment Date. Section 9. Disposition
of Federal Subsidy Payments. The City covenants and agrees to deposit, or cause to be deposited, all Federal Subsidy Payment revenues received by the City in connection with the Series
2010A-2 Certificates with the Trustee promptly upon receipt thereof. Such Federal Subsidy Payment revenues shall be deposited by the Trustee in the Series 2010A Lease Payment Account
pursuant to Section 403 of the Series 2010A Supplemental Trust Agreement. The amount of Basic Lease Payments due on each Lease Payment Date under the Series 2010A Lease shall be reduced
by the amount of Federal Subsidy Payment revenues on deposit in the Series 2010A Lease Payment Account. Section 10. Other Special Provisions A. Representations. (1) The City hereby confirms
its representations, covenants and warranties set forth in Sections 2.10, 5.12 and 5.13 of the Master Lease, except that all references therein to the Master Lease shall be deemed to
refer to the Master Lease as supplemented by this Schedule 2010A and all references therein to to the Facilities shall include the Series 2010A Facilities, and except as otherwise provided
below. The Corporation hereby confirms its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease
shall be deemed to refer to the Master Lease as supplemented by this Schedule 2010A and all references Page 66 of 211
5 therein to the Facilities shall include the Series 2010A Facilities, and except as otherwise provided below. (2) The City and the Corporation hereby represent that the Master Lease
is in effect and that to their knowledge there are no defaults on the date of execution of this Schedule 2010A under any Lease, Ground Lease or the Trust Agreement. (3) The City hereby
represents, covenants and warrants that adequate water, sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are available to the 2010A Facilities,
or the cost of making them available is included in the City’s acquisition and construction budget for the Series 2010A Facilities. B. Notices. Copies of all notices required to be given
to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2010A Credit Facility Issuer at the following address: [Insurer] [Insurer Address] C. Continuing
Disclosure. For purposes of the Series 2010A Lease, the City hereby covenants and agrees that it will will comply with and carry out all of the provisions of the Disclosure Agreement.
Notwithstanding any other provision of the Series 2010A Lease, failure of the City to comply with the Disclosure Agreement shall not be considered an Event of Default; however, provided
it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee
may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Series 2010A Certificates, shall) or any Holder of
the Series 2010A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City
to comply with its obligations under this Section 10.C. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent
with respect to, to, or to dispose of ownership of, any Series 2010A Certificates (including persons holding Series 2010A Certificates through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Series 2010A Certificates for federal income tax purposes. D. Build America Bonds. (1) The City hereby irrevocably elects to have Section 54AA of
the Code apply to the portion of the Series 2010A Lease represented by the Series 2010A-2 Certificates and the Series 2010A-2 Certificates and, pursuant to Sections 54AA(g) and 6431
of the Code, irrevocably elects to receive the Federal Subsidy Payments. (2) The City covenants that (i) no more than two percent (2%) of the proceeds of the Series 2010A-2 Certificates
shall be expended for costs of issuance of the Series 2010A-2 Certificates; (ii) 100% of the available project proceeds (as defined in Section 54A of the Code) of the Series 2010A-2
Certificates shall be used for qualified purposes and (iii) it will comply with rules relating to arbitrage in accordance with the Code. Page 67 of 211
6 (3) The City hereby agrees to file Form 8038-CP no earlier than the ninetieth (90th) day and no later than the forty-fifth (45th) day prior to each Interest Payment Date identifying
the amount of the interest portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be paid on the Interest Payment Date. (4) The City covenants that it will
not take or fail to take any action which could result in the loss or diminishment of the Federal Subsidy Payments. [Remainder of Page Intentionally Left Blank] Page 68 of 211
7 IN WITNESS WHEREOF, the Corporation has caused this Schedule 2010A to be executed in its corporate name by its duly authorized officers, and the City has caused this Schedule 2010A
to be executed in its name by its duly authorized members or officers all as of the day and year first written above. [SEAL] Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING
CORPORATION By: Shirley Gibson President [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson Mayor Page 69 of 211
A-1 EXHIBIT A TO SCHEDULE 2010A A. General Description of the Series 2010A Facilities to be Lease Purchased: [A new approximately [_______] spare foot town center facility containing
a city hall and police station and attached parking garage with approximately [____] parking spaces.] B. Estimated Costs of the Series 2010A Facilities to be Lease Purchased: The following
reflects current expectations of the City as to the cost of the Series 2010A Facilities and is subject to change and amendment. Description Estimated Costs Town Center facility containing
a city hall, police station and parking garage $[_________] Total: $[_________] Page 70 of 211
B-1 EXHIBIT B TO SCHEDULE 2010A Series 2010A Facility Sites to be Ground Leased A. DESCRIPTION OF REAL ESTATE Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as
recorded in Plat Book 84, at Page(s) 8, of the Public Records of Miami-Dade County, Florida. B. PERMITTED ENCUMBRANCES 1. Restrictions (deleting therefrom any restrictions indicating
any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be
shown on the Plat recorded in Plat Book 2, Page(s) 96, of the Public Records of Miami-Dade County, Florida. 2. Restrictions (deleting therefrom any restrictions indicating any preference,
limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat
recorded in Plat Book 66, Page(s) 110, of the Public Records of Miami-Dade County, Florida. 3. Restrictions (deleting therefrom any restrictions indicating any preference, limitation
or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded
in Plat Book 84, Page(s) 8, of the Public Records of Miami-Dade County, Florida. 4. Covenants, conditions and restrictions (but omitting any covenants or restrictions, if any, based
upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income , as set forth in applicable
state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document recorded on June 16, 1958, in 58R-92738, of
the Public Records of Miami-Dade County, Florida. 5. Easement(s) for the purpose(s) as may be shown below and rights incidental thereto as set forth in a document for the purpose of
water and sewer service, recorded on April 18, 1978, in O.R. Book 10007, Page 1809, of the Public Records of Miami-Dade County, Florida. 6. Any rights or interests as indicated by that
certain instrument Unity of Title, recorded on February 20, 1963, in Clerk's File No. 63R-29933, of the Public Records of Miami-Dade County, Florida. 7. Any rights or interests as indicated
by that certain instrument Agreement, recorded on January 16, 1964 recorded Clerk's File No. 64R-9544, of the Public Records of Miami-Dade County, Florida. 8. Notice of Violations recorded
August 18, 2003 in Official Records Book 21546, Page 2173, of the Public Records of Miami-Dade County, Florida. 9. [Matters shown by that certain survey prepared by Caulfield & Wheeler,
Inc. Survey No. 2822-1, revised January 8, 2008.] Page 71 of 211
C-1 EXHIBIT C TO SCHEDULE 2010A Lease Payment Date Principal Portion Interest Portion Total Lease Payment Remaining Principal MIA 181,420,149v3122872.010100 Page 72 of 211
EXHIBIT C FORM OF SERIES 2010A GROUND LEASE Page 73 of 211
Series 2010A GROUND LEASE Dated as of [November 1, 2010] between CITY OF MIAMI GARDENS, FLORIDA, as Lessor and MIAMI GARDENS LEASING CORPORATION, as Lessee (Series 2010A Facility Sites)
Page 74 of 211
TABLE OF CONTENTS Page Section 1. Lease of Series 2010A Facility Sites......................................................................................... 3 Section 2. Ground Lease
Term; Option to Renew ..................................................................................... 5 Section 3. Rent .........................................................................
................................................................. 5 Section 4. Title to Series 2010A Facility Sites; Possession .......................................................................
6 Section 5. Use of Series 2010A Facility Sites; Assignments and Subleases.............................................. 7 Section 6. Right of Entry...................................................
........................................................................ 8 Section 7. Default .........................................................................................................
............................. 8 Section Section 8. Quiet Enjoyment.......................................................................................................................
8 Section 9. Liens ......................................................................................................................................... 8 Section 10. Condemnation
........................................................................................................................... 9 Section 11. Estoppel Certificates........................................
.......................................................................... 9 Section 12. Amendments....................................................................................................
......................... 9 Section 13. Binding Effect ......................................................................................................................... 10 Section
14. No Merger of Leasehold Estate............................................................................................... 10 Section 15. Notices................................................
.................................................................................... 10 Section 16. Severability.......................................................................................
...................................... 10 Section 17. Applicable Law .......................................................................................................................
10 Section 18. Execution in Counterparts ....................................................................................................... 10 Section 19. Memorandum
of Ground Lease .............................................................................................. 11 Section 20. No Personal Liability....................................................
........................................................... 11 Section 21. Third Party Beneficiary.....................................................................................................
...... 11 Section 22. Radon ..................................................................................................................................... 11 EXHIBIT A -SERIES
2010A FACILITY SITES (Description of Real Estate and Permitted Encumbrances) Page 75 of 211
1 SERIES 2010A GROUND LEASE (Series 2010A Facility Sites) THIS SERIES 2010A GROUND LEASE, dated as of [November 1, 2010], between the CITY OF MIAMI GARDENS, FLORIDA (the “City”), a municipal
corporation of the State of Florida, as Lessor, and MIAMI GARDENS LEASING CORPORATION (the “Corporation”), a not-for-profit corporation duly organized and existing under and pursuant
to Chapter 617, Florida Statutes, as amended, as Lessee. Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the hereinafter described Trust Agreement.
W I T N E S S E T H: WHEREAS, the City has the power pursuant to the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law (collectively, the “Act”) to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for municipal purposes,
and to enter into leases or lease purchase agreements for necessary grounds and facilities for municipal purposes; and WHEREAS, the Corporation is a not-for-profit corporation duly organized
and existing under the laws of the State of Florida, and is authorized to lease and otherwise dispose of property, and to take such other actions contemplated to be taken by the Corporation
under this Series 2010A Ground Lease; and WHEREAS, pursuant to Section 4.3 of the Charter of the City, on July 28, 2010, the City Council of the City of Miami Gardens, Florida enacted
Ordinance No. 2010-20-228, at a public meeting duly noticed as required by law, authorizing and approving the execution and delivery of this Series 2010A Ground Lease, a copy of which
in substantially final form was made available for inspection and review by the public, and the ground leasing by the City of certain real property and improvements constituting the
Series 2010A Facility Sites (as hereinafter defined) to the Corporation; and WHEREAS, in order to facilitate the lease purchasing of certain real property, buildings and improvements,
and the equipment, fixtures and furnishings built or to be built, installed or established therein, the City and the Corporation have entered into a Master Lease Purchase Agreement dated
as of [November 1, 2010] (as the same may be amended and supplemented from time to time, the “Master Lease”); and WHEREAS, the City owns certain real property located in the City within
Miami-Dade County, Florida and described in Exhibit A attached hereto, as the same may be amended from time to time by the addition of parcels of land to be acquired by the City in the
future pursuant to one or more supplements thereto (which real property, together with all buildings, structures and improvements now or hereafter erected or situated thereon, any easements
or other rights or privileges in adjoining property inuring to the fee simple owner by reason of ownership of such land, and all fixtures, additions, alterations or replacements thereto,
now or hereafter located in, on or used in connection with or attached or made to such land to the extent title thereto may vest in the City is hereinafter referred to as a “Series 2010A
Facility Site” or, in the case of separate parcels, such parcels are herein collectively referred to as the “Series 2010A Facility Sites”); and Page 76 of 211
2 WHEREAS, the City desires to lease-purchase a new town center facility containing a city hall, police station and parking garage to be located on the Series 2010A Facility Sites, and
desires to lease-purchase certain other municipal facilities and sites (individually and collectively, the “Series 2010A Facilities”), pursuant to Schedule 2010A to the Master Lease
(which schedule, upon being executed and delivered by the City and the Corporation, together with the terms and provisions of the Master Lease, constitutes a separate lease, as the same
may be amended or supplemented from time to time, the “Series 2010A Lease”); and WHEREAS, it is possible that a portion of the Series 2010A Facilities may be attached to one or more
existing structures of the City adjacent to the Series 2010A Facility Sites; may be dependent upon adjacent property of the City for pedestrian and vehicular ingress, egress and access
to and from and between the Series 2010A Facility Sites and the public roads adjoining the adjacent property of the City (“Access”); and may further be dependent upon the City’s adjacent
property for utility and other services which would be necessary for the full use and enjoyment of the Series 2010A Facility Sites including, but not limited to, drainage, sewer and
water service, electric, telephone and gas service and parking of vehicles (collectively, the “Services”); and WHEREAS, the Corporation desires to acquire from the City, pursuant to
this Series 2010A Ground Lease, and the City is willing to grant to the Corporation, the right to utilize the adjacent property of the City to the extent reasonably necessary for Access
and for the Services, and the Corporation and the City desire to provide for the structural attachment of certain of the Series 2010A Facilities to the adjacent property of the City;
and WHEREAS, provisions for the payment of the cost of acquiring and constructing the Series 2010A Facilities have been made by (a) establishing a trust pursuant to the Master Trust
Agreement dated as of [November 1, 2010], as supplemented and amended by a Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010] (as the same may be further supplemented
or amended from time to time, the “Trust Agreement”), between the Corporation and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and irrevocably assigning to the Trustee without
recourse all of the Corporation’s right, title and interest in and to this Series 2010A Ground Lease, the Series 2010A Lease, except for certain rights to indemnification, to receive
notices and to hold title to the Series 2010A Facility Sites, (b) directing the Trustee for such trust to execute and deliver to the public Certificates of Participation, Series 2010A
(the “Series 2010A Certificates”) evidencing undivided proportionate interests of the Owners thereof in the right to receive Basic Lease Payments to be made by the City, as lessee, pursuant
to the Series 2010A Lease and (c) directing the Trustee to hold the proceeds of sale of the Series 2010A Certificates Certificates in trust subject to application only to pay the costs
of acquisition and construction of the Series 2010A Facilities; and WHEREAS, each Series 2010A Certificate and any refunding Certificate that may be issued to refinance all or a portion
of the costs of acquisition and construction of the Series 2010A Facilities (the Series 2010A Certificates and any refunding Certificates issued pursuant to the Master Trust Agreement
and a Supplemental Trust Agreement which represent an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2010A Lease are referred to herein
collectively as the “Certificates”) represents an undivided proportionate interest in the principal portion of the Basic Lease Payments set forth in the Series 2010A Lease due and payable
on the maturity date or earlier prepayment date of the Certificates and in the interest portion of the Basic Lease Payments set forth in the Series 2010A Lease due and payable semiannually,
to and including such maturity date or earlier prepayment date; and Page 77 of 211
3 WHEREAS, the Corporation will assign to the Trustee all of its right, title and interest in and to this Series 2010A Ground Lease, the Series 2010A Lease, and the Series 2010A Lease
Payments (except for certain indemnification rights and the right of the Corporation to hold title to the Series 2010A Facilities and to receive notices), pursuant to the Series 2010A
Assignment Agreement dated as of [November 1, 2010] (as the same may be amended from time to time, the “Series 2010A Assignment Agreement”), for the benefit of holders of the Certificates,
as their interests may appear; and WHEREAS, the City intends for the Series 2010A Lease to remain in full force and effect until after the last Lease Payment Date for the Series 2010A
Facilities and the payment to holders of the Certificates of the last principal and interest portions of Basic Lease Payments due under the Series 2010A Lease and represented by the
Certificates, unless sooner terminated in accordance with the terms provided therein; and WHEREAS, the City intends for this Series 2010A Ground Lease to remain in full force and effect
until the termination of the Lease Term, as provided below. NOW, THEREFORE, the City and the Corporation accordingly hereby covenant and agree as follows: Section 1. Lease of Series
2010A Facility Sites. Subject to Permitted Encumbrances (as described in Exhibit A attached hereto and made a part hereof), the City hereby demises and leases the Series 2010A Facility
Sites, more particularly described in Exhibit A, as the same may be amended from time to time pursuant to one or more supplements thereto, to the Corporation, and the Corporation hereby
hires, takes and leases the Series 2010A Facility Sites from the City, for the term, at the rental and on the conditions herein set forth. Such demising and leasing shall include the
following rights: (i) The right to utilize the adjacent property of the City for Access and for the Services reasonably necessary to the full use and enjoyment of the Series 2010A Facility
Sites; provided that the locations on the adjacent property of the City utilized for such purposes shall be reasonably agreed upon by the Corporation and the City; and provided, further,
that the rights shall include, but not necessarily be limited to, the right to utilize for such purposes any portion of the adjacent property of the City (e.g., the rights shall include,
but not necessarily be limited to, the right to utilize for appropriate purposes, any drives, parking areas, drainage facilities or sewer, water, gas, electric or telephone lines from
time to time located upon the adjacent property of the City, together with the right to “tie-in” or “connect” thereto). If the Lease Term of the Series 2010A Lease terminates prior to
the termination of the term of this Series 2010A Ground Lease, the City and the Corporation shall each have the right to install such meters or submeters as may be reasonably appropriate
to the end that the Corporation is charged for consumption of such utilities on the Series 2010A Facility Facility Sites. (ii) The adjacent property of the City and the Series 2010A
Facility Sites may contain certain elements, features or parts which are structural elements of both the adjacent property of the City and the Series 2010A Facility Sites. Such structural
elements include, but are not necessarily limited to, the following: (A) All utility lines, ducts, conduits, pipes and other utility fixtures and appurtenances which are located on or
within either the Series 2010A Facility Sites or Series 2010A Facilities on the one hand or the adjacent property of the City on the other hand and which, directly or indirectly, in
any way, service the other. Page 78 of 211
4 (B) All division walls (hereinafter referred to as “Party Walls”) between the Series 2010A Facility Sites and the adjacent property of the City upon the common line between the Series
2010A Facility Sites and the adjacent property of the City (hereinafter referred to as the “Lot Line”) provided that the mere fact that such a division wall is found not to be on the
Lot Line shall not preclude that division wall from being a Party Wall. (C) The roof and all roof support structures and any and all appurtenances to such roof and roof support structures
including, without limitation, the roof covering, roof trim and roof drainage fixtures (collectively referred to as “Roofing”) to the extent interrelated between the Series 2010A Facility
Sites and the adjacent property of the City. Should the Roofing of any Series 2010A Facilities extend beyond the Lot Line, the right therefor is hereby granted and should the Roofing
of the adjacent property of the City extend beyond the Lot Line onto the Series 2010A Facility Facility Sites, the right therefor is hereby reserved. (D) The entire concrete floor slab
or wood floor system if utilized in lieu thereof and all foundational and support structures and appurtenances thereto to the extent interrelated between the Series 2010A Facilities
and the adjacent property of the City (collectively referred to as “Flooring”). Should the Flooring of the Series 2010A Facilities extend beyond the Lot Line, the right therefor is hereby
granted and should the Flooring of the adjacent property of the City extend beyond the Lot Line onto the Series 2010A Facility Sites, the right therefor is hereby reserved. (iii) The
Series 2010A Facility Sites rights further include the right of the Series 2010A Facilities to encroach upon the adjacent property of the City as a result of minor inaccuracies in survey,
construction or reconstruction or due to settlement or movement. The encroaching Series 2010A Facilities shall remain undisturbed for as long as same exist and, for so long as such encroachment
exists, that portion of the adjacent property of the City on which same exists shall be deemed to be a part of the Series 2010A Facility Sites. In addition, the Series 2010A Facility
Sites rights include the right to utilize that portion of the adjacent property of the City as may be reasonably necessary in order to maintain and repair the Series 2010A Facilities.
The Series 2010A Facility Sites rights further include cross rights of support and use over, upon, across, under, through and into the common structural elements in favor of the Corporation
(and like rights are hereby reserved unto the City) for the continued use, benefit and enjoyment and continued support, service, maintenance and repair of all such common structural
elements. The City, at its sole expense, shall bring or cause to be brought to the Series 2010A Facility Sites adequate connections for water, electrical power, telephone, storm sewerage
and sewerage, and shall arrange with the appropriate utility companies for furnishing such services and shall provide to the Series 2010A Facility Sites water services and capacity sufficient
for the contemplated operation of the Series 2010A Facilities thereon; including, but not limited to, heating, ventilation and air conditioning equipment. Either the City or the Corporation
shall have the right, at its own expense, to request and receive telephone and communication services from the utility companies furnishing such services subject to the customary rules
and regulations of said utility companies whether the companies deliver such services directly through their own conduits or pipes, or through conduits and pipes owned by the City. The
City agrees to grant such utility companies rights of access over, under and across the remaining property of the City adjoining the Series 2010A Facility Sites, if any, as shall be
necessary and convenient Page 79 of 211
5 for the efficient operation of the Series 2010A Facilities, and which do not materially impair the present and future uses of such remaining property of the City, if any. Section 2.
Ground Lease Term; Option to Renew. The initial Lease Term for the Series 2010A Facility Sites shall commence on the commencement date of the Series 2010A Lease (the “Commencement Date”)
and shall end on [November 1, 2045]. If, upon the termination of the Lease Term as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease,
the Corporation or the Trustee as the assignee of the Corporation excludes the City from possession of the Series 2010A Facility Sites and Series 2010A Facilities, the City grants to
the Corporation the right and option to renew this Series 2010A Ground Lease for an additional term not to exceed five (5) years, at a fair market rental to be determined, adjusted and
paid in the manner set forth in Section 3 of this Series 2010A Ground Lease. Notwithstanding the foregoing, this Series 2010A Ground Lease may be terminated by the City on any date prior
to the end of the initial term or any renewal term hereof, which date is at least one (1) day after the date of termination of the Series 2010A Lease, upon not less than ten (10) days
prior written notice to the Corporation, (a) upon payment of the Purchase Option Price, pursuant to Section 7.2 of the Master Lease, with respect to the Series 2010A Facilities, and
full performance and satisfaction of the City’s obligations under the Series 2010A Lease, or (b) upon the provision for payment of all Lease Payments under the Series 2010A Lease pursuant
to Section 7.3 of the Master Lease, together in each case with payment of the sum of $1.00. This Series 2010A Ground Lease may likewise be modified at the request of the City at any
time, upon similar notice and modification of the Series 2010A Lease (a) to reflect the substitution of all or a portion of the Series 2010A Facilities and Series 2010A Facility Sites
in accordance with Section 6.4 of the Master Lease, or (b) upon payment or provision for payment of the Purchase Option Price of all or a portion of one or more particular Series 2010A
Facilities pursuant to Section 7.3 of the Master Lease, to reflect the release of one or more portions of the Series 2010A Facility Sites from this Series 2010A Ground Lease. Section
3. Rent. (a) So long as the Lease Term has not been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall
pay to the City as and for rental for the Series 2010A Facility Sites the sum of one dollar ($1.00) per annum, which sum shall be due in advance on the Commencement Date (pro rated)
and annually thereafter on the first day of each renewal Lease Term. At the option of the Corporation, the Corporation may prepay all or a portion of the ground rent payable hereunder
for the entire initial lease term hereof from the proceeds of sale of the Series 2010A Certificates or otherwise. (b) From and after the date on which the Lease Term shall have been
terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall pay as and for rental for the Series 2010A Facility
Sites an amount determined by an M.A.I. appraisal to be the fair market rental for the Series 2010A Facility Sites (the “Appraisal”), which Appraisal shall be prepared by an appraiser
selected by the Trustee as assignee of the Corporation (the cost of such Appraisal to be paid by the Trustee and reimbursed as provided in Article VI of the Trust Agreement); provided,
however, that such fair market rental and the payment thereof shall be subject to the following adjustments and conditions: Page 80 of 211
6 (i) if the Lease Term shall have been terminated on a date other than September 30 of any year, the fair market rental determined pursuant to the Appraisal shall be pro rated for the
number of days between the date of termination and the next succeeding September 30; (ii) for each twelve month period beginning on the October 1 next succeeding the date on which such
termination occurs and beginning on each succeeding October 1, the amount of the fair market rental determined by the Appraisal shall be adjusted by the percentage (positive or negative)
which is equal to the Implicit Price Deflator of the Consumer Price Index published by the United States Department of Commerce for the region of the United States where Florida is located
or for the United States as a whole if not so published for such region; (iii) the fair market rental due in any year shall be paid in the current year only to the extent that the moneys
received by the Trustee as assignee of the Corporation from the exercise of the remedies permitted under the Series 2010A Lease during the preceding twelve months prior to such October
1 exceeded the principal and interest portion of Basic Lease Payments under the Series 2010A Lease payable for such preceding twelve months and other amounts described in Section 504
of the Trust Agreement; provided, however, that any portion of such fair market rental not paid in any year due to the provisions of this clause (iii) shall remain due and payable and
shall accumulate from year to year and shall be paid in any future year to the extent that moneys received in such year from the exercise of the remedies permitted by the Series 2010A
Lease exceed the principal and interest portion of Basic Lease Payments under the Series 2010A Lease and other amounts described in Section 504 of the Trust Agreement and the fair market
rental due in such years; and (iv) the failure to pay any portion of the fair market rental in any year due to insufficiencies of moneys realized from the exercise of the remedies permitted
permitted under the Series 2010A Lease (1) shall not give rise to any obligation to pay interest on such unpaid fair market rental and (2) shall not constitute a default under this Series
2010A Ground Lease by the Corporation or the Trustee as the assignee of the Corporation. Section 4. Title to Series 2010A Facility Sites; Possession. (a) Upon the Commencement Date and
throughout the term of this Series 2010A Ground Lease, fee title to the Series 2010A Facility Sites shall be in the name of the City, subject to Permitted Encumbrances; title to the
Series 2010A Facilities constructed on the Series 2010A Facility Sites shall be in the name of the Corporation and shall remain severed from title to the Series 2010A Facility Sites
until the earlier of (i) payment in full, or provision for payment, of all Lease Payments under the Series 2010A Lease or payment of the then applicable Purchase Option Price of the
Series 2010A Facilities, in accordance with Sections 7.2 or 7.3 of the Master Lease and Section 2 hereof, or (ii) the end of the term of this Series 2010A Ground Lease. (b) The Corporation
shall at all times during the term of this Series 2010A Ground Lease have a leasehold estate in the Series 2010A Facility Sites with full right to vest the use, enjoyment and possession
of such leasehold estate therein in a Permitted Transferee (as defined herein). (c) Possession and use of the Series 2010A Facility Sites, together with all improvements thereon, shall,
upon the last day of the term of this Series 2010A Ground Lease or earlier termination of this Series 2010A Ground Lease pursuant to Section 2 hereof, automatically revert to the City
free and clear of liens and encumbrances other than Permitted Encumbrances without necessity of Page 81 of 211
7 any act by the Corporation or any Permitted Transferee. Upon such termination of this Series 2010A Ground Lease, the Corporation shall peaceably and quietly surrender to the City the
Series 2010A Facility Sites together with any improvements located in or upon the Series 2010A Facility Sites. Upon such surrender of the Series 2010A Facility Sites, the Corporation
or any Permitted Transferee, at the reasonable request of the City, shall execute an instrument in recordable form evidencing such surrender and shall deliver to the City all books,
records, construction plans, surveys, permits and other documents relating to, and necessary or convenient for, the operation of the Series 2010A Facility Sites in the possession of
the Corporation or any Permitted Transferee. (d) Any personal property of the Corporation, any Permitted Transferee or any Person which shall remain on the Series 2010A Facility Sites
after expiration or earlier termination of the term of this Series 2010A Ground Lease and for thirty (30) days after request by the City for removal, shall, at the option of the City,
be deemed to have been abandoned and may be retained by the City and the same may be disposed of, without accountability, in such manner as the City may see fit. (e) If the Corporation
or any Permitted Transferee holds over or refuses to surrender possession of the Series 2010A Facility Sites after expiration or earlier termination of this Series 2010A Ground Lease,
the Corporation or any Permitted Transferee shall be a tenant at sufferance and shall pay rent equal to the fair market rental of the Series 2010A Facility Sites determined in the manner
provided in Section 3(b) hereof. Section 5. Use of Series 2010A Facility Sites; Assignments and Subleases. The Corporation may use the Series 2010A Facility Sites for any lawful purpose;
however, the parties agree that unless the Series 2010A Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master
Lease, the Series 2010A Facility Sites shall be used solely for municipal purposes. Unless the Series 2010A Lease shall have been so terminated, no assignment of this Series 2010A Ground
Lease or subletting of the Series 2010A Facility Sites may be made except as provided in the Series 2010A Assignment Agreement, the Series 2010A Lease, the Trust Agreement and in any
agreement with a Credit Facility Issuer, if any, without the prior written consent of the City. In the event that the Series 2010A Lease shall be terminated pursuant to Section 4.1(b)
or 4.1(c) of the Master Lease, then the Corporation’s interest in this Series 2010A Ground Lease may be assigned by the Trustee to any third party, including a Credit Facility Issuer
(a “Permitted Transferee”), who may alter, modify, add to or delete from the Series 2010A Facilities existing from time to time on the Series 2010A Facility Sites. The City represents
and covenants that the Series 2010A Facility Sites are presently zoned to allow government use, and that the City shall take no action with respect to zoning or other land use regulation
applicable to the Series 2010A Facility Sites except as directed by the Corporation. The City shall do everything in its power to assist the Corporation in obtaining such building permits,
subdivision approvals, or zoning changes or variances as the Corporation may deem necessary or desirable or such other permits, licenses, approvals or other actions which the Corporation
deems necessary or desirable in order to enable the Corporation to use the Series 2010A Facility Sites for such purposes as the Corporation shall determine, provided, however, that neither
the Corporation nor any Permitted Transferee shall use or permit the Series 2010A Facility Sites to be used in violation of any valid present or future laws, ordinances, rules or regulations
of any public or governmental authority at any time applicable thereto. It is understood that all right, title and interest of the Corporation in and to this Series 2010A Ground Lease
is to be irrevocably assigned by the Corporation to the Trustee pursuant to the Series Page 82 of 211
8 2010A Assignment Agreement, except that the Corporation shall continue to hold title to the Series 2010A Facilities as described in Section 4 hereof and in the Series 2010A Lease.
The City agrees that upon such assignment the Trustee shall have all of the rights of the Corporation hereunder assigned to the Trustee, notwithstanding any claim, defense, setoff or
counterclaim whatsoever (whether arising from a breach of this Series 2010A Ground Lease or otherwise) that the City may from time to time have against the Corporation or any person
or entity associated or affiliated therewith. The City acknowledges that the Trustee is acting on behalf of the holders of the Certificates, as their interest may appear, and may, under
certain circumstances assign this Series 2010A Ground Lease to a Permitted Transferee. Notwithstanding anything to the contrary herein or in any exhibit, instrument, document or paper
relating to this Series 2010A Ground Lease or any of the transactions contemplated hereby, the parties hereto acknowledge and agree that upon the assignment
by the Corporation of its rights hereunder to the Trustee pursuant to the Series 2010A Assignment Agreement, the Corporation shall have no further obligation, liability or responsibility
hereunder and no party hereto nor its successors or assigns shall look to the Corporation for any damages, expenses, fees, charges or claims with respect to the failure of any obligations
hereunder to be performed. Section 6. Right of Entry. Unless the Series 2010A Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b)
or 4.1(c) of the Master Lease, the City shall have the right for any of its duly authorized representatives to enter upon the Series 2010A Facility Sites at any reasonable time to inspect
the same or to make any repairs, improvements or changes necessary for the preservation thereof. Section 7. Default. In the event the Corporation shall be in default in the performance
of any obligation on its part to be performed under the terms of this Series 2010A Ground Lease, which default continues for sixty (60) days following notice and demand for correction
thereof to the Corporation, the City may exercise any and all remedies granted by law; provided, however, that so long as any Certificates representing an undivided proportionate interest
in a portion of the Basic Lease Payments payable under the Series 2010A Lease are outstanding and except as provided in Section 2 herein, this Series 2010A Ground Lease shall not be
terminated. The City shall have recourse solely against the leasehold estate of the Corporation in the Series 2010A Facility Sites, and any proceeds thereof, for the payment of any liabilities
of the Corporation hereunder. The rights of the City under this Section 7 shall be subordinate in all respects to the rights of the holders of the Certificates. Section 8. Quiet Enjoyment.
The Corporation at all times during the term of this Series 2010A Ground Lease shall peacefully and quietly have, hold and enjoy enjoy the Series 2010A Facility Sites, without hindrance
or molestation subject to the provisions hereof and of the Series 2010A Lease, the Series 2010A Assignment Agreement and the Trust Agreement. Section 9. Liens. Unless the Series 2010A
Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, neither the City nor the Corporation shall, directly
or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to such Series 2010A Facility Sites, other than Permitted
Encumbrances. The City shall reimburse the Trustee for any expense incurred by the Trustee in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.
Upon termination of the Series 2010A Lease as provided above, the Corporation, the Trustee and any Permitted Transferee may enter into a mortgage or other encumbrance of its leasehold
estate in the Series 2010A Facility Sites, provided, however, that the City’s title to the Series 2010A Facility Sites shall not be Page 83 of 211
9 subject to or encumbered by any such mortgage or other encumbrance, including without limitation any mechanic’s or materialman’s liens. Section 10. Condemnation. In the event that
any person, public or private, shall by virtue of eminent domain or condemnation proceedings, or by purchase in lieu thereof, at any time during the Ground Lease Term acquire title to
the Series 2010A Facility Sites: (a) So long as the Series 2010A Lease is in effect, the Net Proceeds resulting therefrom shall be applied pursuant to the Master Lease. (b) After the
end of the Lease Term of the Series 2010A Lease, (i) if such person acquires title to such a substantial portion of the Series 2010A Facility Sites that the Corporation determines that
it cannot economically make use of the residue thereof for the lawful purposes intended or permitted by this Series 2010A Ground Lease, such acquisition of title or payment of such claim
shall terminate the Ground Lease Term, effective as of the date on which the condemning party takes possession thereof or on the date of payment of such claim, as applicable, and the
Net Proceeds resulting therefrom shall be paid to the City and the Corporation, as their respective interests may appear; and (ii) if such person acquires title to a portion of the Series
2010A Facility Sites such that the Corporation determines that it can economically make beneficial use of the residue thereof for the purposes intended by this Series 2010A Ground Lease,
then this Series 2010A Ground Lease shall continue in full force and effect and the Net Proceeds resulting therefrom shall be paid to the City and the Corporation, as their respective
interests appear. (c) Any taking of any portion of the Series 2010A Facility Sites shall be deemed substantial hereunder. (d) It is understood that the foregoing provisions of this Section
10 shall not in any way restrict the right of the City or the Corporation to appeal the award made by any court or other public agency in any condemnation proceeding. Section 11. Estoppel
Certificates. The City, at any time and from time to time, upon not less than thirty (30) days prior written notice from the Corporation, will execute, acknowledge and deliver to the
Corporation, or to whomsoever it may direct, a certificate of the City certifying that this Series 2010A Ground Lease is unmodified (or, if there have been any modifications, identifying
the same), that this Series 2010A Ground Lease is in full force and effect and that there is no default hereunder (or, if so, specifying the default). It is intended that any such certificate
may be relied upon by any Person. Section 12. Amendments. Other than amendments in connection with the acquisition of the Series 2010A Facility Sites, no amendment may be made to this
Series 2010A Ground Lease without the prior written consent of the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest
in a portion of the Basic Lease Payments payable under the Series 2010A Lease. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent
of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Series
2010A Ground Lease may be amended without the prior written consent of the Trustee and the Credit Facility Issuer, if any, or the consent of the Holders of Certificates if the purpose
for such amendment does not require consent pursuant to Section 9.4 of the Series 2010A Lease. Copies of all amendments hereto shall be provided to each Rating Agency, whether effected
pursuant to Section 702 or Section 703 of the Trust Agreement. Page 84 of 211
10 Section 13. Binding Effect. This Series 2010A Ground Lease shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and
assigns, provided, however, that the Trustee is entitled to the benefits of the provisions hereof. Section 14. No Merger of Leasehold Estate. There shall be no merger of this Series
2010A Ground Lease or of the leasehold estate hereby created with the fee estate in the Series 2010A Facility Sites by reason of the fact that, through the exercise of remedies hereunder
or otherwise, the same person may acquire or hold, directly or indirectly, this Series 2010A Ground Lease or leasehold estate hereby created or any interest herein or therein, and the
fee estate in the Series 2010A Facility Sites or any interest in such fee estate. There shall be no merger of this Series 2010A Ground Lease with the Series 2010A Lease by reason of
the fact that the City is the owner of the fee title to the Series 2010A Facility Sites and the leasehold estate in the Series 2010A Facilities created under the Series 2010A Lease or
by reason of the fact that the Corporation is the owner of the leasehold estate in the Series 2010A Facility Sites created hereby and is the owner of the fee title in the Series 2010A
Facilities as provided in the Series 2010A Lease. Section 15. Notices. All notices, certificates, requests or other communications hereunder shall be in writing and shall be sufficiently
given and shall be deemed given when delivered or mailed by certified mail, postage prepaid to the following addresses, or to such other address or addresses as shall be designated by
the parties in writing: Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention:
President City: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: City Manager Trustee: Wells Fargo Bank, N.A. 301 East
Pine Street, Suite 1150 Orlando, Florida 32801 Attention: Corporate Trust Department Section 16. Severability. In the event any provision of this Series 2010A Ground Lease shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 17. Applicable Law. This
Series 2010A Ground Lease shall be governed by and construed in accordance with the laws of the State of Florida. Section 18. Execution in Counterparts. This Series 2010A Ground Lease
may be executed in several counterparts, each of which shall be an original and all of which constitute but one and the same instrument. Page 85 of 211
11 Section 19. Memorandum of Ground Lease. Simultaneously with the execution of this Series 2010A Ground Lease, the City and the Corporation shall each execute, acknowledge and deliver
a Memorandum of Ground Lease with respect to this Series 2010A Ground Lease. Said Memorandum of Ground Lease shall not in any circumstances be deemed to change or otherwise to affect
any of the obligations or provisions of this Series 2010A Ground Lease. Upon the modification of this Series 2010A Ground Lease as provided in Section 2 hereof, the Memorandum of Ground
Lease shall be appropriately amended. Section 20. No Personal Liability. No covenant or agreement contained in this Series 2010A Ground Lease shall be deemed to be the covenant or agreement
of any official of the City or the Corporation or any officer, employee or agent of the City or the Corporation, or of any successor thereto, in an individual capacity, and neither the
members of the City or the Corporation executing this Series 2010A Ground Lease nor any officer, employee, agent of the City or the Corporation shall be personally liable or accountable
by reason of the execution or delivery hereof. Section 21. Third Party Beneficiary. Each Credit Facility Issuer securing the Certificates shall be deemed to be a third party beneficiary
of this Series 2010A Ground Lease. Section 22. Radon Gas. Pursuant to Section 404.056, Florida Statutes, the following notification is hereby given: “RADON GAS: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.”
[Remainder of Page Intentionally Left Blank] Page 86 of 211
12 IN WITNESS WHEREOF, the Corporation has caused this Series 2010A Ground Lease to be executed in its corporate name and its corporate seal to be hereunto affixed and attested by its
duly authorized officers and the City has caused this Series 2010A Ground Lease to be executed in its name and its seal to be hereunto affixed by its duly authorized officials, all as
of the date first above written. [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson Mayor [SEAL] Attest: By: Ronetta Taylor, MMC Secretary
MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President Page 87 of 211
13 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as Mayor and City Clerk, respectively, of the CITY OF MIAMI GARDENS, FLORIDA, subscribed to
the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and
delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and
notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally
known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 88 of 211
14 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 89 of 211
A-1 EXHIBIT A SERIES 2010A FACILITY SITES A. Description of Real Estate Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as recorded in Plat Book 84, at Page(s)
8, of the Public Records of Miami-Dade County, Florida. B. Permitted Encumbrances 1. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination
based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 2, Page(s)
96, of the Public Records of Miami-Dade County, Florida. 2. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color,
religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 66, Page(s) 110, of the Public
Records of Miami-Dade County, Florida. 3. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color, religion, sex,
handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 84, Page(s) 8, of the Public Records of Miami-Dade
County, Florida. 4. Covenants, conditions and restrictions (but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status,
marital status, disability, handicap, national origin, ancestry, or source of income , as set forth in applicable state or federal laws, except to the extent that said covenant or restriction
is permitted by applicable law) as set forth in the document recorded on June 16, 1958, in 58R-92738, of the Public Records of Miami-Dade County, Florida. 5. Easement(s) for the purpose(s)
as may be shown below and rights incidental thereto as set forth in a document for the purpose of water and sewer service, recorded on April 18, 1978, in O.R. Book 10007, Page 1809,
of the Public Records of Miami-Dade County, Florida. 6. Any rights or interests as indicated by that certain instrument Unity of Title, recorded on February 20, 1963, in Clerk's File
No. 63R-29933, of the Public Records of Miami-Dade County, Florida. 7. Any rights or interests as indicated by that certain instrument Agreement, recorded on January 16, 1964 recorded
Clerk's File No. 64R-9544, of the Public Records of Miami-Dade County, Florida. 8. Notice of Violations recorded August 18, 2003 in Official Records Book 21546, Page 2173, of the Public
Records of Miami-Dade County, Florida. 9. [Matters shown by that certain survey prepared by Caulfield & Wheeler, Inc. Survey No. 2822-1, revised January 8, 2008.] MIA 181,270,466v5122872.010100
Page 90 of 211
EXHIBIT D FORM OF MASTER TRUST AGREEMENT Page 91 of 211
MASTER TRUST AGREEMENT by and between MIAMI GARDENS LEASING CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of [November 1, 2010] Page 92 of 211
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ............................................................2 101. Definitions .................................................
.................................................................................2 102. Rules of Construction..........................................................................................
......................13 103. Exhibits.....................................................................................................................................13 ARTICLE
II ASSIGNMENT; DECLARATION OF TRUST; REPRESENTATIONS............................14 201. Assignment Agreements..........................................................................................
..................14 202. Declaration of Trust by Trustee.................................................................................................14 203. Representations .....................
....................................................................................................14 204. Description and Estimated Costs of the Facilities .........................................
............................14 205. Conditions Precedent Satisfied..................................................................................................14 ARTICLE III CERTIFICATES;
TERMS AND PROVISIONS ................................................................14 301. Authorization of Certificates. ...........................................................................
.........................14 302. Execution and Delivery of Certificates .....................................................................................15 303. Terms of Series of
Certificates ..................................................................................................15 304. Conditions Precedent to Delivery of a Series of Certificates ...................
.................................16 305. Payments from Trust Estate Only; Distribution of Trust Estate................................................17 306. Execution................................
..................................................................................................18 307. Negotiability, Transfer and Registration. ...................................................
...............................18 308. Regulations With Respect to Exchanges and Transfers ............................................................19 309. Certificates, Mutilated,
Destroyed, Stolen or Lost ....................................................................19 310. Temporary Certificates...........................................................................
...................................19 311. Privilege of Prepayment and Prepayment Price ........................................................................19 312. Prepayment ....................
...........................................................................................................19 313. Selection of Certificates to be Prepaid ............................................
..........................................19 314. Notice of Prepayment ................................................................................................................20
315. Payment of Prepaid Certificates ................................................................................................20 316. Cancellation of Certificates .............................
..........................................................................21 317. Book Entry ..........................................................................................................
.....................21 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS; PREPAYMENT OF CERTIFICATES..................................................................................
........22 401. Establishment of Project Fund...................................................................................................22 402. Acquisition Account............................
......................................................................................22 403. Capitalized Interest Accounts............................................................................
........................24 404. Lease Payment Accounts...........................................................................................................24 405. Reserve Accounts.
.....................................................................................................................24 406. Prepayment Accounts.......................................................
.........................................................26 407. Deposits of Money. ...................................................................................................................
27 408. Investment of Certain Accounts. ...............................................................................................27 409. Valuation and Sale of Investments ......................
......................................................................28 ARTICLE V COVENANTS, DEFAULT AND LIMITATIONS OF LIABILITY ...................................29 501. Trustee
to Perform each Lease ..................................................................................................29 502. Notice of Nonpayment ..................................................
............................................................29 503. Events of Default..................................................................................................................
.....29 504. Remedies on Default or Non-Appropriation .............................................................................29 505. Account and Reports. .......................................
.........................................................................30 506. Liability to Certificate Holders for Payment .........................................................................
....31 507. Possession and Enjoyment ........................................................................................................31 508. Warranties .......................................
.........................................................................................31 Page 93 of 211
(ii) ARTICLE VI CONCERNING THE TRUSTEE........................................................................................31 601. Employment of Trustee ...........................................
..................................................................31 602. Trustee Acceptance of Duties.................................................................................................
...32 603. Evidence on Which Trustee May Act........................................................................................33 604. Compensation to Trustee....................................
.......................................................................35 605. Resignation of Trustee..................................................................................................
.............35 606. Removal of Trustee ...................................................................................................................35 607. Appointment of Successor
Trustee............................................................................................35 608. Transfer of Rights in Property to Successor Trustee.........................................
........................36 609. Merger or Consolidation............................................................................................................36 610. Addition of
Authorized Signature .............................................................................................36 611. Indemnification to Trustee ..................................................
......................................................37 612. Obligation to Act on Defaults....................................................................................................37
613. Intervention by Trustee..............................................................................................................37 614. Third Party Beneficiaries............................
...............................................................................37 ARTICLE VII AMENDMENTS...............................................................................................
.................37 701. Mailing .....................................................................................................................................37 702. Power of
Amendment................................................................................................................37 703. Consent of Certificate Holders .......................................
...........................................................38 704. Modifications by Unanimous Consent ......................................................................................39
705. Exclusion of Certificates ...........................................................................................................39 706. Notation on Certificates.............................
................................................................................39 707. Credit Facility Issuers Deemed Certificate Holders ............................................................
......40 ARTICLE VIII MISCELLANEOUS..........................................................................................................40 801. Defeasance........................................
........................................................................................40 802. Evidence of Signatures of Certificate Holders and Ownership of Certificates. ........................42
803. Moneys Held for Particular Certificates....................................................................................43 804. Preservation and Inspection of Documents ......................
.........................................................43 805. Parties Interest Herein ..............................................................................................................
.43 806. Severability...............................................................................................................................43 807. Recording and Filing ......................
...........................................................................................43 808. Notices.............................................................................................
.........................................43 809. Applicable Law .........................................................................................................................45
810. Binding on Successors...............................................................................................................45 811. Captions..............................................
......................................................................................45 812. Legal Holidays ..........................................................................................
................................45 813. Execution in Counterparts
.........................................................................................................46 EXHIBIT A: FORM OF CERTIFICATE OF PARTICIPATION EXHIBIT B: FORM OF REQUISITION
(COSTS OF FACILITIES) EXHIBIT C: FORM OF REQUISITION (COSTS OF ISSUANCE) Page 94 of 211
1 MASTER TRUST AGREEMENT THIS MASTER TRUST AGREEMENT is dated as of [November 1, 2010] (as amended or supplemented from time to time, this “Master Trust Agreement” and as the same may
be amended or supplemented from time to time in connection with a Series of Certificates, the “Trust Agreement”), and is between WELLS FARGO BANK, N.A., a national banking association
with its designated corporate trust office in Orlando, Florida (the “Trustee”), and MIAMI GARDENS LEASING CORPORATION, a not-for-profit corporation duly organized and existing under
the laws of the State of Florida, as lessor under the within mentioned Master Lease (the “Corporation”); W I T N E S S E T H: WHEREAS, the City of Miami Gardens, Florida (the “City”)
desires to lease-purchase certain real property, buildings and improvements and the equipment, fixtures and furnishings to be built, installed or established therein for municipal purposes
(“Facilities”) by entering into a Master Lease Purchase Agreement dated as of [November 1, 2010] (as as the same may be amended or supplemented from time to time, the “Master Lease”),
between the Corporation, as lessor, and the City, as lessee; and WHEREAS, pursuant to Section 2.1 of the Master Lease, the City may from time to time, by execution of a Schedule to the
Master Lease (each hereinafter referred to as a “Schedule”), direct the Corporation to acquire and lease-purchase to the City the Facilities described in such Schedule to the Master
Lease; and WHEREAS, Facilities may be added to the Master Lease by execution of Schedules thereto from time to time; and WHEREAS, the Master Lease and the terms and conditions thereof
with respect to the particular Facilities described on a Schedule are sometimes referred to herein as a “Lease” and the Schedule describing such Facilities is sometimes referred to as
“Schedule ____”; and WHEREAS, certain of the Facilities are or will be located on certain real property located within the City (each such location, or all locations on a single Schedule,
together with all buildings, structures and improvements erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner
of such land by reason of ownership of such land, and all fixtures, additions, alterations or replacements thereto, on or used in connection with or attached or made to such land, a
“Facility Site”) to be leased by the City to the Corporation pursuant to a ground lease; and WHEREAS, the relationship between the Corporation and City under the Master Lease is to be
a continuing one and Facilities may be added to or deleted from the Master Lease from time to time in accordance with the terms thereof and of the Schedule describing such Facilities;
and WHEREAS, pursuant to Section 7.1 of the Master Lease, the Corporation, with the consent of the City, has the right to assign all of its right, title and interest in and to a particular
Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to the the Facilities under Section 6.1 of the Master Lease and its right
to receive notices under the Master Lease) to the Trustee including the rights to receive Basic Lease Payments (as hereinafter defined) due under such Lease; and WHEREAS, the Corporation
has requested the Trustee to issue from time to time separate series of Certificates of Participation substantially in the form of Exhibit A hereto (the “Certificates”) to third parties
to whom such Certificates are sold and for whose benefit and for the benefit of any corresponding Credit Facility Issuer (as hereinafter defined) an Assignment Agreement (as hereinafter
defined) will be executed and delivered to the Trustee, each such Certificate of a particular Series (as hereinafter defined) Page 95 of 211
2 evidencing an undivided proportionate interest of the registered owner thereof in the Basic Lease Payments to be made under one or more Leases created by one or more particular Schedules
and certain rights of the Corporation under such Lease or Leases; and WHEREAS, upon receipt by the Trustee from the Corporation of the corresponding Assignment Agreement and satisfaction
of the conditions set forth in Section 304 hereof, the Trustee shall issue a Series of Certificates that shall correspond to the Lease or Leases created by a particular Schedule or Schedules;
and WHEREAS, the Trustee has agreed to hold the proceeds corresponding to such Series of Certificates and to disburse such proceeds in accordance herewith and with the Master Lease,
and to receive Basic Lease Payments due under the Lease or Leases created by a particular Schedule or Schedules and apply and disburse same in accordance herewith; and WHEREAS, by this
Trust Agreement, the Corporation agrees to direct the City to forward the Basic Lease Payments due under the Lease created by a particular Schedule to the Trustee from and after the
execution of the corresponding Assignment Agreement by the Corporation; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and for other valuable
consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 101. Definitions. The terms set forth in this section shall have the meanings ascribed
to them for all purposes of a Trust Agreement unless the context clearly indicates some other meaning, or unless otherwise provided in a Supplemental Trust Agreement. Terms used herein
and not otherwise defined shall have the meaning given to them in the Master Lease. “Acquisition Account” shall mean any Acquisition Account established pursuant to Section 401 hereof
and in any Supplemental Trust Agreement. “Act” shall mean, collectively, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, the Charter of the City,
and other applicable provisions of law. “Additional Lease Payment” shall mean any amount payable by the City under the terms of the Master Lease, other than a Basic Lease Payment or
a Supplemental Payment, as set forth in a Schedule to the Master Lease and so designated. “Assignment Agreement” shall mean any assignment agreement pursuant to which the Corporation
shall have assigned to the Trustee substantially all of its right, title and interest in and to a Ground Lease and the Lease or Leases created by one or more particular Schedules, including
its right to receive Lease Payments under such Lease or Leases. “Authorized City Representative” shall mean any of the Mayor, Vice Mayor or City Manager of the City, or any other officer
or employee of the City designated by the City and authorized to act on behalf of the City by a written certificate delivered to the Trustee signed on behalf of the City by the Mayor
or Vice Mayor or City Manager containing the specimen signature of the officer or employee of the City so designated to act on the City’s behalf. “Authorized Corporation Representative”
shall mean any of the President, Vice President, Secretary or Treasurer of the Corporation, or any other officer or employee of the Corporation who is designated by the Corporation and
authorized to act on behalf of the Corporation by a written certificate Page 96 of 211
3 delivered to the Trustee signed on behalf of the Corporation by the President or Vice President of the Corporation containing the specimen signature of the officer or employee of the
Corporation so designated to act on the Corporation’s behalf. “Authorized Denomination” shall mean $5,000 or any integral multiple of $5,000, unless otherwise provided in a Supplemental
Trust Agreement. “Basic Lease Payment” shall mean, with respect to each Lease or each Facility financed or refinanced under such Lease, as of each Lease Payment Date, the amount set
forth on the appropriate Schedule of the Master Lease corresponding to such Lease Payment Date and designated as a Basic Lease Payment in such Schedule. “Build America Bonds” shall mean
Build America Bonds (Direct Payment) authorized under Section 54AA of the Code, as further described in IRS Notice 2009-26 published in Internal Revenue Bulletin 2009-16 dated April
20, 2009. “Business Day” shall mean a day other than a Saturday, Sunday or day on which banks in the State of New York or the State of Florida are authorized or required to be closed,
or a day on which the New York Stock Exchange is closed. “Capitalized Interest Account” shall mean any Capitalized Interest Account established pursuant to Section 401 hereof and in
any Supplemental Trust Agreement. “Certificate” or “Certificates” shall mean the certificates of participation, executed and delivered from time to time by the Trustee pursuant to this
Master Trust Agreement and any Supplemental Trust Agreement. Each Series of Certificates issued under this Master Trust Agreement and any Supplemental Trust Agreement shall bear a Series
designation to identify such Series of Certificates to a particular Schedule to the Master Lease. “Certificate holder” or “Holder of Certificates” shall mean the registered owner of
any Certificate or Certificates. “Certificate of Acceptance” shall mean the certificate of the City substantially in the form of Exhibit B to the Master Lease. “City” shall mean the
City of Miami Gardens, Gardens, Florida. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder and under the Internal Revenue Code of
1954. “Contractor” shall mean the person, firm, corporation or joint venture authorized to do business in Florida with whom a contract has been made directly with the City for the performance
of the work with respect to any Facilities in accordance with City policy. “Corporation” shall mean Miami Gardens Leasing Corporation, a Florida not-for-profit corporation, its successors
and assigns. “Cost” shall mean costs and expenses related to the acquisition, construction and installation of any Facilities including, but not limited to, (i) costs and expenses of
the acquisition of the title to or other interest in real property, including leasehold interests, easements, rights-of-way and licenses, including, without limitation, lease payments
to be made by the Corporation under the terms of a Ground Lease until the expected acceptance of the Facilities related thereto as described herein, (ii) cost and expenses incurred for
labor and materials and payments to contractors, builders, materialmen and vendors for the Page 97 of 211
4 acquisition, construction and installation of the Facilities, (iii) the cost of surety bonds and insurance of all kinds, including premiums and other charges in connection with obtaining
title insurance, that may be advisable or necessary prior to completion of any of the Facilities, which is not paid by a contractor or otherwise provided for, (iv) the costs and expenses
for design, test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction and installation of Facilities, (v) costs
and expenses required for the acquisition and installation of equipment or machinery that comprise part of the Facilities, (vi) all costs which the City shall be required to pay for
or in connection with additions to, and expansions of Facilities, (vii) all costs which the City shall be required to pay to provide improvements, including offsite improvements, necessary
for the use and occupancy of Facilities, including road, walkways, water, sewer, electric, fire alarms and other utilities, (viii) any sums required to reimburse the City for advances
made by it for any of the above items or for other costs incurred and for work done by it in connection with Facilities, (ix) deposits into any Reserve Account established pursuant to
Section 401 of this Master Trust Agreement and in a Supplemental Trust Agreement and any recurring amounts payable to a provider of a Reserve Account Letter of Credit/Insurance Policy,
(x) fees, expenses and liabilities of the City, if any, incurred in connection with the acquisition, construction and installation of Facilities (xi) Costs of Issuance and (xii) interest
during construction and for a reasonable period of time up to six (6) months thereafter. “Costs of Issuance” shall mean the items of expense incurred in connection with the authorization,
sale and delivery of a Series of Certificates, which items of expense shall include, but not be limited to, document printing and reproduction costs, filing and recording fees, costs
of credit ratings, initial fees and charges of the Trustee and any Credit Facility Issuer or any provider of a Reserve Account Letter of Credit/Insurance Policy, legal fees and charges,
professional consultants’ fees, fees and charges for execution, delivery, transportation and safekeeping of Certificates, premiums, costs and expenses of refunding Certificates and other
costs, charges and fees, including those of the Corporation, in connection with the foregoing. “Costs of Issuance Subaccount” shall mean a Costs of Issuance Subaccount within an Acquisition
Account established under Section 401 hereof and in any Supplemental Trust Agreement in connection with the issuance of a Series of Certificates. “Credit Facility” shall mean, with respect
to a Series of Certificates, the letter of credit, insurance policy, guaranty, surety bond or other irrevocable security device, if any, supporting the obligations of the City to make
Basic Lease Payments relating to such Certificates. “Credit Facility Issuer” shall mean, with respect to a Series of Certificates, the issuer of the Credit Facility, if any, for such
Series of Certificates. “Defeasance Securities” shall mean cash or Government Obligations. “Event of Extraordinary Prepayment” shall mean one or more of the events so designated in Section
7.2 of the Master Lease. “Excess Earnings” shall mean, with respect to each Series of Certificates, the amount by which the earnings on the Gross Proceeds of such Certificates exceeds
the amount which would have been earned thereon if such Gross Proceeds were invested at a yield equal to the yield on the interest portion of the Basic Lease Payments represented by
such Certificates, as such yield is determined in accordance with the Code and amounts earned on the investment of earnings on the Gross Proceeds of such Certificates. Page 98 of 211
5 “Facility” or “Facilities” shall mean the real property, buildings and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein,
from the proceeds of a Series of Certificates, all as set forth on a Schedule or Schedules from time to time. “Facility Site” shall mean the real property (together with all buildings,
structures and improvements erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner of or the holder of a Permitted
Leasehold Interest in such land by reason of ownership of or Permitted Leasehold Interest in such land, and all fixtures, additions, alterations or replacements located on, or used in
connection with, or attached or made to, such land) either (i) owned in fee simple or held as a Permitted Leasehold Interest by the City at the time of the issuance of a Series of Certificates
to finance or refinance Facilities relating thereto or (ii) to be acquired by the City City subsequent thereto but not paid for out of the proceeds of such Series of Certificates, upon
which a Facility is to be located within the City and more particularly described in a Ground Lease. “Favorable Opinion” means a written opinion of Special Counsel addressed to the City
and the Trustee to the effect that the action proposed to be taken will not adversely affect, as applicable, (i) with respect to Tax-Exempt Certificates, the excludability from gross
income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under the Code),
(ii) the availability to the City of any federal subsidy or credit based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect to Certificates
issued as Build America Bonds, or (iii) the availability of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section 54A of the Code).
“Federal Subsidy Payments” shall mean, with respect to a Lease, the amounts payable by the United States Department of the Treasury pursuant to Section 6431 of the Code on each date
on which the interest portion of Basic Lease Payments represented by a Series of Certificates issued as Build America Bonds is payable as set forth in the Schedule corresponding to such
Lease, in an amount equal to thirtyfive percent (35%) of the interest portion of Basic Lease Payments so payable under such Schedule with respect to Certificates issued as Build America
Bonds. “Fiscal Year” shall mean the twelve month fiscal period of the City which under current law commences on October 1 in every year and ends on September 30 of the succeeding year.
“Fitch” means Fitch Ratings. “Government Obligations” shall mean any obligations which as to principal and interest, constitute non-callable direct obligations of, or non-callable obligations
fully and unconditionally guaranteed by the full faith and credit of, the United States of America, including bonds or other evidences of indebtedness issued or guaranteed by any agency
or corporation which has been or may hereafter be created pursuant to an Act of Congress as an agency or instrumentality of the United States of America, to the extent unconditionally
guaranteed by the full faith and credit of the United States of America. “Gross Proceeds” shall mean, with respect to each Series of Certificates, unless inconsistent with the provisions
of the Code, in which case as provided in the Code, (i) amounts received by or on behalf of the Corporation from the sale of such Certificates; (ii) amounts received as a result of investments
of amounts described in (i); (iii) amounts treated as transferred proceeds of such Certificates in accordance with the Code; (iv) amounts treated as proceeds under the provisions of
the Code relating to invested sinking funds; (v) securities or obligations pledged, if any, as security for payment of Basic Lease Payments under the Master Lease; (vi) amounts received
with respect to obligations acquired with Gross Proceeds; (vii) amounts used to pay the principal and interest portions of Basic Lease Payments represented by such Certificates; (viii)
amounts in any Reserve Account established pursuant to Section Page 99 of 211
6 401 of this Master Trust Agreement and a Supplemental Trust Agreement; and (ix) amounts received as a result of the investment of Gross Proceeds not described in (i) above. “Ground
Lease” shall mean one or more ground leases between the City and the Corporation, as amended and supplemented from time to time, pursuant to which the City shall ground lease one or
more Facility Sites to the Corporation. “Investment Agreement” shall mean an agreement for the investment of moneys entered into by the Trustee at the written direction of the City with
a Qualified Financial Institution whether such agreement is in the form of an interest-bearing time deposit, repurchase agreement or any similar arrangement and any note delivered by
a Qualified Financial Institution pursuant to such agreement, which agreement shall have been approved by the Credit Facility Issuer insuring the Series of Certificates relating to the
moneys invested or if there is no Credit Facility Issuer, which such agreement includes the following restrictions: (a) the invested funds are available for withdrawal without penalty
or premium, at any time that (i) the Trustee is required to pay moneys from the Fund(s) established under this Master Trust Agreement to which the agreement is applicable, or (ii) any
Rating Agency indicates that it will lower or actually lowers, suspends or withdraws the rating on the Bonds on account of the rating of the Qualified Financial Institution providing,
guaranteeing or insuring, as applicable, the agreement; (b) the agreement, and if applicable the guarantee or insurance, is an unconditional and general obligation of the provider and,
if applicable, the guarantor or insurer of the agreement, and ranks pari passu with all other unsecured unsubordinated obligations of the provider, and if applicable, the guarantor or
insurer of the agreement; (c) the Trustee receives an Opinion of Counsel, which may be subject to customary qualifications, that such agreement is legal, valid, binding and enforceable
upon the provider in in accordance with its terms and, if applicable, an Opinion of Counsel that any guaranty or insurance policy provided by a guarantor or insurer is legal, valid,
binding and enforceable upon the guarantor or insurer in accordance with its terms; and (d) the agreement provides that if during its term the rating of the Qualified Financial Institution
providing, guaranteeing or insuring, as applicable, the agreement, is withdrawn, suspended by any Rating Agency or falls below “A-” by S&P or “A3” by Moody’s, the provider must, within
10 days, either: (i) collateralize the agreement (if the agreement is not already collateralized) with Investment Securities described in paragraph (a) or (b) by depositing collateral
with the Trustee or a third party custodian, such collateralization to be effected in a manner and in an amount sufficient to maintain the then current rating of the related Series of
Certificates, or, if the agreement is already collateralized, increase the collateral with Investment Securities described in paragraph (a) or (b) by depositing collateral with the Trustee
or a third party custodian, so as to maintain the then current rating of the Bonds, (ii) at the request of the Trustee or the Credit Facility Issuer insuring the Series of Certificates
relating to the moneys invested, if any, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium unless required by law or
(iii) transfer the agreement, guarantee or insurance, as applicable, to a replacement provider, guarantor or insurer, as applicable, then meeting the requirements of a Qualified Financial
Institution; the agreement may provide that the downgraded provider may elect which of the remedies to the downgrade (other than the remedy set out in (ii)) to perform. “Investment Securities”
except as otherwise provided in a Supplemental Trust Agreement, shall mean any of the following securities, if and to the extent the same are at the time legal under State law and City
policy for investment of the City’s funds: Page 100 of 211
7 (a) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (b) below); (b) Direct obligations of
(including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (c) Obligations fully and unconditionally guaranteed
as to timely payment of principal and interest by the United States of America; (d) Obligations fully and unconditionally guaranteed as to timely payment of principal and interest by
any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America; (e) Any of the following
listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (1) Federal Home Loan Mortgage Corporation (“FHLMC”)
senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (2) Farm Credit System
(formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes; (3) Federal Home Loan Banks consolidated debt obligations;
and (4) Federal National Mortgage Association (“FNMA”) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices
exceeding their principal amounts) (f) Federal Housing Administration debentures (g) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial
banks (including the Trustee and any of its affiliates) which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-1+” by S&P and “P-1” by
Moody’s and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank.) (h) Commercial paper which is rated
at the time of purchase rated “A-1+” by S&P and “Prime-1” by Moody’s and which matures not more than 270 days after the date of purchase. (i) Investments in a money market fund rated
“AAAm” or “AAAm-G” or better by S&P and, if rated by Moody’s, rated “Aa2” or better, including those of the Trustee. (j) Pre-refunded Municipal Obligations defined as follows: Any bonds
or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option
of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (1) which are rated, based on
an irrevocable escrow account or fund (the “escrow”), in the highest rating category of S&P and Moody’s; or Page 101 of 211
8 (2) (x) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (b) above, which
escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or
the specified redemption date of dates pursuant to such irrevocable instructions, as appropriate, and (y) which escrow is sufficient, as verified by a nationally recognized independent
certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above, as appropriate; Pre-refunded Municipal Obligations meeting the requirements of this subsection (2) hereof may not be used
as Investment Securities without prior written approval of the Rating Agency. (k) An Investment Agreement; (l) Repurchase agreements between the City or Trustee and (A) any domestic
bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “A-” by S&P and “A3” Moody’s; or (B) any broker-dealer with “retail customers” or a related
affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “A-” by S&P and “A3” by Moody’s, which broker-dealer
falls under the jurisdiction of the Securities Investors Protection Corporation; or (C) any other entity rated at least “A-” by S&P and “A3” Moody’s and acceptable to the Credit Facility
Issuer insuring the Series of Certificates relating to the moneys invested (each an “Eligible Provider”); provided that: (1) permitted collateral shall include (A) obligations described
in paragraph (a) above, (B) obligations described in paragraph (b) above and (C) senior debt obligations of Government National Mortgage Association (“GNMA”), FNMA or FHLMC (no collateralized
mortgage obligations shall be permitted for these providers), and collateral levels must be at least 103% of the total principal when the collateral type is obligations described in
the immediately preceding clauses (A) or (B) and 104% of the total principal when the collateral type is obligations described in the immediately preceding clause (C) (“Eligible Collateral”);
(2) the trustee or a third party acting solely as agent therefor (the “Custodian”) has possession of the collateral or the collateral has been transferred to the Custodian in accordance
with applicable state and federal laws (other than
by means of entries on the transferor’s books) and such collateral shall be marked to market; (3) the repurchase agreement shall state and an opinion of counsel shall be rendered at
the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof; (4)
the repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A-” by S&P or “A3” by Moody’s,
as appropriate, the provider must notify the issuer, the trustee and the Credit Facility Issuer insuring the Series of Certificates relating to the moneys invested within five (5) days
of receipt of such notice. Within ten (10) days of receipt of such notice, the provider shall either: (I) provide a written guarantee acceptable o the City, the Trustee and the Credit
Facility Issuer insuring the Series of Certificates relating to the moneys invested, (II) post Eligible Collateral, or (III) assign the agreement to an Eligible Provider. If the provider
does not perform a remedy within ten (10) Page 102 of 211
9 business days, the provider shall, at the direction of the Trustee (who shall give such direction if so directed by the Credit Facility Issuer insuring the Series of Certificates relating
to the moneys invested) repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the Trustee; (5) the collateral shall be marked to market on a
daily basis and the provider or Custodian shall send monthly reports to the Trustee and the City setting forth the type of collateral, the collateral percentage required for that collateral
type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; and (6) the repurchase agreement (or guaranty, if applicable) may
not be assigned or amended without the prior written consent of the City. (m) Any other investment agreed to in writing by the Credit Facility Issuer insuring the Series of Certificates
relating to the moneys invested or if there is no Credit Facility Issuer, such investment is within the guidelines of the Rating Agency for similar obligations with the then-current
rating on the related Certificates, in both cases with advance notice to the Rating Agency. “Lease” shall mean each separate Schedule to the Master Lease executed and delivered by the
City and the Corporation, together with the terms and provisions of the Master Lease. “Lease Payment Account” shall mean any Lease Payment Account established pursuant to Section 401
hereof and in any Supplemental Trust Agreement. “Lease Payment Date” shall mean, with respect to a Lease, each date set forth on the corresponding Schedule designated as a Lease Payment
Date for such Lease. “Lease Payments” shall mean, with respect to each Lease, all amounts payable by the City pursuant to the terms of a Lease including Basic Lease Payments, Additional
Lease Payments and Supplemental Payments. “Lease Term” shall mean, with respect to each Lease, the period from the date of a Lease through the end of the then current Fiscal Year plus
each annual or lesser renewal period thereafter during which such Lease is maintained in effect in accordance therewith, with the maximum number of renewals being specified in the Schedule
corresponding to such Lease. “Liquidity Facility” means a line of credit, letter of credit, standby purchase agreement or similar liquidity facility issued by a commercial bank or other
financial institution which is rated by both S&P and Moody’s and is of sufficient strength to cause the short-term ratings for a Series of Certificates issued as variable rate obligations
to be at least “A-1+” by S&P or “VMIG-1” by Moody’s, delivered to or entered into and accepted by the Trustee. “Master Lease” shall mean the Master Lease Purchase Agreement dated as
of [November 1, 2010], between the Corporation and the City and any and all modifications, alterations, amendments and supplements thereto. “Mayor” shall mean the Mayor of the City.
“Moody’s” shall mean Moody’s Investors Service Inc., and its successors and assigns. Page 103 of 211
10 “Net Proceeds” shall mean, with respect to one or more Facilities financed or refinanced under a Lease, proceeds from any insurance, condemnation, performance bond, Federal or State
flood disaster assistance or any other financial guaranty (other than a Credit Facility Issuer) paid with respect to such Facilities remaining after payment therefrom of all expenses,
including attorneys’ fees, incurred in the collection thereof; and, with respect to insurance, to the extent that the City elects to self-insure under Section 5.3 of the Master Lease,
any moneys payable from any appropriation or self-insurance reserve made by the City in connection with such self-insurance. “Notice by Mail” shall mean a written notice meeting the
requirements of a Trust Agreement mailed by first-class mail to the Certificate holders, at the addresses shown on the register maintained by the Trustee. “Opinion of Counsel” shall
mean an opinion signed by an attorney or firm of attorneys of recognized standing and who are qualified to pass on the legality of the particular matter (who may be counsel to the City
or Special Counsel) selected by the City. “Outstanding” when used with reference to the Certificates, shall mean, as of any date, Certificates theretofore or thereupon being authenticated
and delivered under a Trust Agreement except: (i) Certificates cancelled by, or duly surrendered for cancellation to, the Trustee at or prior to such date; (ii) Certificates (or portions
of Certificates) for the payment or prepayment of which moneys, equal to the principal portion or Prepayment Price thereof, as the case may be, with interest to the date of maturity
or Prepayment Date, shall be held in trust under a Trust Agreement and set aside for such payment or prepayment, (whether at or prior to the maturity or Prepayment Date), provided that
if such Certificates (or portions of Certificates) are to be prepaid, notice of such prepayment shall have been given as provided in Article III of this Master Trust Agreement; (iii)
Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered pursuant to Article III hereof; and (iv) Certificates deemed to have been
paid as provided in subsection (b) of Section 801 hereof. “Payment Date” shall mean a date on which the principal portion or the interest portion of Basic Lease Payments is scheduled
to be paid to Certificate holders pursuant to the terms of such Certificates. “Prepayment Account” shall mean any Prepayment Account established pursuant to Section 401 hereof and in
any Supplemental Trust Agreement. “Prepayment Date” shall mean the date on which optional prepayment or extraordinary prepayment or mandatory sinking fund prepayment of Basic Lease Payments
represented by a Series of Certificates Outstanding shall be made pursuant to Section 312 hereof or pursuant to any Supplemental Trust Agreement. “Prepayment Price” shall mean, with
respect to any Certificate, the principal amount thereof (together with the premium, if any, applicable upon an optional prepayment) payable upon prepayment thereof pursuant to such
Certificate and the related Trust Agreement, together with accrued interest represented by such Certificate to the Prepayment Date. Page 104 of 211
11 “Project” shall mean the lease-purchase financing and construction or refinancing of the Facilities set forth on a particular Schedule and, if all or a portion of such Facilities
shall be comprised of real property, the ground leasing of the related Facility Site by the City to the Corporation and the subleasing of such Facility Site back to the City. “Project
Fund” shall mean the trust fund designated as the “Project Fund” created and established in Section 401 hereof. “Purchase Option Price” shall mean, with respect to any Facility financed
or refinanced under a Lease, as of each Lease Payment Date, the Basic Lease Payment then due plus the amount so designated and set forth on the Schedule for such Facility as the remaining
principal portion of the Purchase Option Price minus any credits pursuant to the provisions of Section 3.2 of the Master Lease, plus, an amount equal to the interest to accrue with respect
to the Certificates to be prepaid as a result of the release of such Facility from the Lease, Lease, from such Lease Payment Date to the next available date for prepaying such Certificates,
unless such prepayment shall occur on such Lease Payment Date, plus an amount equal to a pro-rata portion of any Additional Lease Payments and Supplemental Payments then due and owing
under the Lease relating to such Facility, including any prepayment premiums payable on the Certificates prepaid. “Qualified Financial Institution” shall mean a bank, trust company,
national banking association or a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or the Federal
National Mortgage Association or any insurance company or other corporation (i) whose unsecured obligations or uncollateralized long term debt obligations have been assigned a rating
by a Rating Agency which is not lower than “A” by S&P and “A” by Moody’s, or which has issued a letter of credit, contract, agreement or surety bond in support of debt obligations which
have been so rated; or (ii) which collateralizes its obligations at all times at levels in compliance with the requirements of the Rating Agencies for ratings not lower than “A” by S&P
and “A” by Moody’s. “Rating Agency” shall mean S&P, Moody’s, Fitch, and any other nationally recognized rating service which, at the request of the City, shall have provided a rating
on any Outstanding Certificates. “Reimbursement Agreement” shall mean, with respect to each Lease, any reimbursement agreement among the Corporation, the City and any Credit Facility
Issuer. “Reserve Account” shall mean any Reserve Account established pursuant to Section 401 of this Master Trust Agreement and in any Supplemental Trust Agreement. “Reserve Account
Letter of Credit/Insurance Policy” shall mean the irrevocable letter or line of credit, insurance policy, surety bond or guarantee agreement issued by a Qualified Financial Institution
in favor of the Trustee which is to be deposited into a Reserve Account in order to fulfill the Reserve Account Requirement relating thereto. “Reserve Account Requirement” shall mean,
in regard to a Reserve Account to secure a Series of Certificates, such amounts, if any, as shall be provided in the Supplemental Trust Agreement authorizing the issuance of such Series
and in the Schedule relating thereto, provided that with respect to Tax-Exempt Certificates, such Reserve Account Requirement shall not exceed the least of (i) the maximum annual amount
of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account in the current or any subsequent Fiscal Year, (ii) 125% of the average annual amount
of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account in the current or any subsequent Fiscal Years, and (iii) 10% of the stated principal
amount (or Page 105 of 211
12 issue price net of accrued interest if the issue has more than a de minimis amount of original issue discount or premium) of such Series of Certificates. “S&P” shall mean Standard
& Poor’s Rating Services, a division of the McGraw Hill Companies, Inc., and its successors and assigns. “Schedule” shall mean a schedule to the Master Lease to be executed and delivered
by the City and the Corporation for each Project, substantially in the form of Exhibit A to the Master Lease. “Series” or “Series of Certificates” shall mean the aggregate amount of
each series of Certificates evidencing an undivided proportionate interest of the owners thereof in a particular Lease and the Basic Lease Payments thereunder, issued pursuant to a Trust
Agreement. “Special Counsel” shall mean Greenberg, Traurig, P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing and experience in
matters pertaining to municipal securities, and specifically the tax aspects of obligations issued by states and political subdivisions. “State” shall mean the State of Florida. “Supplemental
Payments” shall mean all amounts due under a Lease other than Basic Lease Payments and Additional Lease Payments. “Supplemental Trust Agreement” shall mean any agreement supplemental
or amendatory of this Master Trust Agreement. “Tax-Exempt Certificates” means Certificates representing an undivided proportionate interest in Basic Lease Payments on which the interest
portion is intended on the date of issuance thereof to be excludable from gross income of the holders thereof for federal income tax purposes. “Taxable Certificates” means Certificates
representing an undivided proportionate interest in Basic Lease Payments on which the interest portion is intended on the date of issuance thereof to be included in gross income of the
holders thereof for federal income tax purposes. “Trust Agreement” shall mean this Master Trust Agreement dated as of [November 1, 2010], as amended or supplemented from time to time
(this “Master Trust Agreement”), and as the same may be amended or supplemented from time to time in connection with a Series of Certificates entered into by and between the Corporation
and the Trustee. “Trust Estate” shall mean all estate, right, title and interest of the Trustee in and to (a) the Basic Lease Payments, the Master Lease, the Leases and each Assignment
Agreement, and (b) (i) all amounts from time to time deposited in the funds and accounts created pursuant to a Trust Agreement in accordance with the provisions of the Master Lease,
the Leases and such Trust Agreement, including investment earnings thereon; and (ii) any and all monies received by the Trustee pursuant to the provisions hereof and not required to
be remitted to the City pursuant to the Master Lease or such Trust Agreement; provided that the Trust Estate shall not include Federal Subsidy Payments collected by the Trustee for the
City unless the Supplemental Trust Agreement relating to a Series of Certificates issued as Build America Bonds Bonds specifically provides otherwise. “Trustee” shall mean Wells Fargo
Bank, N.A., Orlando, Florida, and its successors or assigns which may at any time be substituted in its place pursuant to the provisions hereof. Page 106 of 211
13 102. Rules of Construction. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons
shall include firms, associations and corporations, including public bodies as well as natural persons. The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar
terms, as used in this Master Trust Agreement, refer to this Master Trust Agreement. 103. Exhibits. The following Exhibits are attached hereto and by this reference made a part of this
Master Trust Agreement: EXHIBIT A: FORM OF CERTIFICATE OF PARTICIPATION EXHIBIT B: FORM OF REQUISITION (COSTS OF FACILITIES) EXHIBIT C: FORM OF REQUISITION (COSTS OF ISSUANCE) Page 107
of 211
14 ARTICLE II ASSIGNMENT; DECLARATION OF TRUST; REPRESENTATIONS 201. Assignment Agreements. The Corporation shall assign and transfer to the Trustee its rights under each Ground Lease
and each Lease pursuant to and to the extent described in the corresponding Assignment Agreement, and in consideration of such assignment and the execution of a Trust Agreement, the
Trustee shall execute and deliver each Series of Certificates, evidencing an undivided proportionate interest of the Certificate holders in Basic Lease Payments under the corresponding
Lease. 202. Declaration of Trust by Trustee. The Trustee hereby declares that it holds and will hold the Trust Estate conferred on it by the Corporation hereunder upon the trusts and
apply the amounts as hereinafter set forth for the use and benefit of the Certificate holders, as more particularly set forth in Section 305 hereof. 203. Representations. In the Master
Lease, the City has agreed to acquire, construct and install the Facilities as agent for the Corporation pursuant to specifications prepared by the City and that the City will be responsible
for the letting of contracts for the acquisition, construction and installation of the Facilities and supervising the acquisition, construction and installation of the Facilities. 204.
Description and Estimated Costs of the Facilities. The description of the Facilities to be acquired, constructed and installed and leased by the City from the Corporation pursuant to
the Master Lease and each Schedule and the estimated Costs of such Facilities shall be set forth in the related Schedule to the Master Lease. 205. Conditions Precedent Satisfied. Each
party hereto, represents with respect to itself that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution
and delivery of this Master Trust Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto each represents
as to itself that it is now duly empowered to execute and deliver this Master Trust Agreement. ARTICLE III CERTIFICATES; TERMS AND PROVISIONS 301. Authorization of Certificates. (a)
The number of Series of Certificates which may be created under this Master Trust Agreement is not limited. The aggregate principal amount of Certificates of each Series which may be
issued, authenticated and delivered under a Trust Agreement is not limited except as set forth in the Supplemental Trust Agreement creating such Series. (b) The Certificates issuable
under a Trust Agreement shall be issued in such Series and subseries as may from time to time be created in connection with one or more Leases. Each Series shall be designated “Certificates
of Participation, Series _____, Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be Made by the City of Miami Gardens, Florida, as Lessee,
Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”. The Certificates may, if and when authorized by a Trust Agreement, be designated with
such further appropriate particular designations added to or incorporated in such title for the Certificates of any particular Series and subseries as the Board may determine and as
may be necessary to distinguish such Certificates from the Certificates of any other Series or from any other subseries of such Series. Page 108 of 211
15 302. Execution and Delivery of Certificates. Each Series of Certificates shall be authorized by the Corporation at the written request of the City and executed and delivered by the
Trustee for the purpose of (a) financing or refinancing the cost of acquisition, construction and equipping of any Facilities, (b) financing or refinancing the cost of completing the
acquisition, construction, installation and equipping of any Facilities, (c) financing or refinancing the cost of increasing, improving, modifying, expanding or replacing any Facilities,
(d) paying or providing for the payment of the principal portion and interest portion of the Basic Lease Payments with respect to, or the Purchase Option Price of, all or a portion of
the Facilities financed or refinanced from the proceeds of any Series of Certificates theretofore executed and delivered, (e) funding a Reserve Account in an amount equal to the Reserve
Account Requirement applicable thereto, (f) capitalizing the interest portion of Basic Lease Payments during construction and (g) paying the Costs of Issuance applicable thereto. Each
Series of Certificates shall be substantially in the form set forth in Exhibit A hereto, with such appropriate variations, omissions and insertions as necessary to conform to the provisions
of the related Trust Agreement, including any use of a book-entry-only system as described in Section 317 hereof. All Certificates may have endorsed thereon such legends or text as may
be necessary or appropriate to conform to any applicable rule and regulations of any governmental authority or of any securities exchange on which the Certificates may be listed or any
usage or requirement of law with respect thereto. 303. Terms of Series of Certificates. Certificates may be executed and delivered at any time and from time to time in one or more Series
and subseries, upon such terms and conditions as may then be permitted by law and as shall be determined by the Corporation and provided in the respective Supplemental Trust Agreement
under which such Series of Certificates are authorized. Certificates of any Series: (a) shall be dated, shall represent interest at a rate not in excess of the maximum rate then permitted
by applicable law, and shall be payable and mature in such amounts and at such time or times, as may be provided in the Supplemental Trust Agreement creating such Series of Certificates;
(b) shall be payable, as to the principal portion, Prepayment Price, if any, and interest portion of such Series of Certificates, at such place or places in lawful money of the United
States of America and may have such registration privileges and such exchange privileges as may be provided in the Supplemental Trust Agreement creating such Series of Certificates and
allowable under then existing law; (c) shall have such particular designations added to their title, and shall be in such form and denominations, as provided in the Supplemental Trust
Agreement creating such Series of Certificates; (d) shall be limited as to the maximum principal amount thereof which may be delivered by the Trustee or which may be at any time Outstanding,
as provided in the Supplemental Trust Agreement creating such Series of Certificates; (e) may contain provisions for the prepayment thereof at such Prepayment Price or Prices, at such
time or times, upon such notice, in such manner, and upon such other terms and conditions, not inconsistent with the provisions hereof and the terms of the Master Lease, as may be provided
in the Supplemental Trust Agreement creating such Series of Certificates; (f) may have provisions requiring mandatory payments for the purchase and sinking fund prepayment of such Series
of Certificates, in such amounts, at such time or times, upon such notice, Page 109 of 211
16 in such manner, and upon such other terms and conditions, not inconsistent with the provisions hereof and the terms of the Master Lease as shall be set forth in such Supplemental
Trust Agreement; (g) may contain such other provisions and such other special terms and conditions, not contrary to the provisions hereof, as may be provided in such Supplemental Trust
Agreement; (h) shall be payable from and secured by the Trust Estate, but solely to the extent provided in and subject to the limitations of Section 305 hereof. 304. Conditions Precedent
to Delivery of a Series of Certificates. The Trustee shall execute and deliver one or more Series of Certificates for the purposes set forth in Section 302 hereof to the purchaser or
purchasers thereof as requested and authorized by the Corporation in accordance with the provisions of this Section 304. Prior to the delivery by the Trustee of any Series of Certificates
there shall have been received by the Trustee: (a) A Supplemental Trust Agreement providing for the terms and conditions upon which they shall be executed and delivered by the Trustee;
(b) An executed counterpart of a corresponding Schedule or Schedules to the Master Lease (or amended Schedule or Schedules in the case of Certificates issued for the purposes as described
in Section 302(b) and (d) above) effective on or before the date of execution and delivery of such Series of Certificates, providing for (i) Lease Payments payable under such Schedule
or Schedules at least equal to the principal portion of, Prepayment Price, if any, and interest portion represented by such Series of Certificates, and (ii) the disposition of the proceeds
of the sale of such Series of Certificates, including the acquisition, construction, equipping or improvement of the Facilities to be financed from the proceeds of such Series of Certificates
or the payment or refunding of the Series of Certificates to be paid or refunded; (c) An executed counterpart of an Assignment Agreement, effective on or before the date of execution
execution and delivery of such Series of Certificates, assigning and transferring to the Trustee substantially all of the rights of the Corporation under the Lease relating to such Series
of Certificates, except for the provisions with respect to release and indemnity of the Corporation and the right of the Corporation to hold title to various Facilities and to receive
notices under the Master Lease; (d) One or more opinions of Special Counsel to the effect that (i) the Certificates evidence undivided proportionate interests of the owners thereof in
Basic Lease Payments to be made by the City pursuant to the corresponding Lease and (ii) with respect to Tax-Exempt Certificates, the interest portion of the Basic Lease Payments represented
by the Series of Certificates or subseries being issued is excludable from gross income for federal income tax purposes, and, in the case of refunding Certificates, that the excludability
from gross income for federal income tax purposes of the interest portion of the Basic Lease Payments represented by the Certificates being refunded will not be adversely affected by
the issuance of the refunding Certificates being issued; (e) A written order to the Trustee by an Authorized Corporation Representative to execute and deliver the Series of Certificates
to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum; (f) Certified copies of resolutions of the Corporation and the City authorizing the
issuance of such Series of Certificates; Page 110 of 211
17 (g) Such other documents and opinions as may be provided for in the Supplemental Trust Agreement referred to in subparagraph (a) hereof, including one or more Ground Leases (or amended
Ground Leases in the case of Certificates issued for the purposes described in Section 302(b) above), or as may be required under Section 6.1 of the Master Lease; (h) One or more Opinions
of Counsel in form and substance satisfactory to each Credit Facility Issuer to the effect that the issuance of such Series of Certificates for the purposes set forth in Section 302
is authorized by law, and the execution and delivery thereof and of the other documents described in this Section have been duly authorized by the City and the Corporation, all conditions
precedent to the delivery thereof have been fulfilled and to the further effect that the execution of the Supplemental Trust Agreement is authorized or permitted hereunder; (i) A certificate
signed by an Authorized Corporation Representative to the effect that the Master Lease is in effect and to its knowledge there are no defaults at the time of issuance under any Lease,
Ground Lease or this Master Trust Agreement; and (j) A certificate signed by an Authorized City Representative representing and covenanting that the City has an immediate need for the
Facilities comprising the Project to be financed under the Lease relating to such Series of Certificates, that the City does not expect such need to diminish during the Lease Term of
the Lease relating to such Series of Certificates and that the City expects to make immediate use of the Facilities comprising the Project to be financed under the Lease relating to
such Series of Certificates. The proceeds of such Series of Certificates shall be held and disbursed as provided in the Supplemental Trust Agreement providing for such Series of Certificates.
The Trustee shall execute and deliver such Series of Certificates to the purchaser or purchasers thereof as directed and authorized in writing by an Authorized Corporation Representative.
305. Payments from Trust Estate Only; Distribution of Trust Estate. (a) Unless otherwise set forth in a Supplemental Trust Agreement, each Certificate within a Series of Certificates
executed and delivered pursuant to this Section shall rank pari passu and be equally and ratably secured under this Master Trust Agreement with each other Certificate of such Series,
but not with any Certificates of any other Series issued pursuant to this Master Trust Agreement and Outstanding, without preference, priority or distinction of any such Certificate
over any other such Certificate, except that to the extent that Basic Lease Payments available for payment to all Certificate holders are less than all amounts owed with respect to all
Series of Certificates on any Payment Date, such amounts available shall be applied on a pro-rata basis to Certificate holders of all Series in accordance with the ratio that the principal
balance due on each Series of Certificates Outstanding on such Payment Date bears to the total principal balance due on all Certificates Outstanding under this Master Trust Agreement
on such Payment Date. (b) Except as otherwise expressly provided in the immediately preceding paragraph and elsewhere herein, all amounts payable by the Trustee with respect to a Series
of Certificates or to any Credit Facility Issuer who shall have issued a Credit Facility, if any, securing such Series pursuant to the related Trust Agreement shall be paid only from
the portion of the Trust Estate derived from Basic Lease Payments made pursuant to the Schedule or Schedules corresponding to such Series and only to the extent that the Trustee shall
have actually received sufficient income or proceeds from such portion of the Trust Estate to make such payments. Each Certificate holder agrees, and each such Credit Facility Issuer,
by its execution and delivery of the Credit Facility shall be deemed to have agreed, except as otherwise expressly provided herein, to look solely to the income of and the proceeds from
such portion of the Trust Estate to the extent available for distribution to such holder and each such Credit Facility Issuer as herein Page 111 of 211
18 provided and that the Trustee is not personally liable to any Certificate holder or any such Credit Facility Issuer for any amounts payable under a Trust Agreement or subject to any
liability under a Trust Agreement except liability under a Trust Agreement as a result of negligence or willful misconduct by the Trustee. (c) So long as the Master Lease or related
Ground Leases shall be in effect, all amounts of Lease Payments, insurance proceeds, indemnity payments and other payments of any kind constituting a part of the Trust Estate payable
under a Trust Agreement or the Lease corresponding to such Series to the Trustee shall be paid directly to the Trustee for distribution, in accordance with Articles III, V, VI and VII
of this Master Trust Agreement and a Supplemental Trust Agreement pursuant to which such Certificates are issued to or for the related Certificate holders or the related Credit Facility
Issuer, as the case may be. 306. Execution. The Certificates shall be executed in the name of, and by, by, the Trustee, solely as trustee under a Trust Agreement and not in its individual
capacity, by the manual signature of any authorized signatory of the Trustee. 307. Negotiability, Transfer and Registration. (a) The Trustee shall maintain, at its designated corporate
trust office, a register of the names and addresses of all Certificate holders as of any particular time, and the Trustee shall, upon request of the City, furnish such information to
the City. (b) Each Certificate shall be transferable only upon the register maintained by the Trustee, by the Certificate holder in person or by his/her attorney duly authorized in writing,
upon surrender thereof together with a written instrument of transfer satisfactory to the Trustee duly executed by the Certificate holder or his/her attorney duly authorized in writing.
Upon the registration of transfer of any such Certificate, the Trustee shall deliver in the name of the transferee a new Certificate or Certificates of the same series, aggregate principal
amount and maturity as the surrendered Certificate. (c) The person in whose name any Certificate shall be registered upon the books of the Trustee shall be treated as the absolute owner
of such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal portion or Prepayment Price, if applicable,
and interest portion represented by such Certificate and for all other purposes, and all such payments so made to any such Certificate holder or upon his/her order shall be valid and
effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and the Trustee, the Corporation and the City shall not be affected by
any notice to the contrary. (d) Certificates, upon surrender thereof at the designated corporate trust office of the Trustee, together with an assignment duly executed by the Certificate
holder or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Certificate holder thereof and upon payment by such Certificate
holder of any charges which the Trustee may make as provided in Section 308 hereof, be exchanged for an equal aggregate principal amount of Certificates of the same maturity and series,
of any denomination or denominations authorized by the related Trust Agreement, representing interest at the same rate, and in the same form as the Certificates surrendered for exchange.
(e) Upon the occurrence and continuance of an Event of Default which requires a Credit Facility Issuer to make payments under a Credit Facility, the Credit Facility Issuer and its designated
agent shall be provided with access to inspect and copy the register of the Series of Certificate holders insured by its Credit Facility. Page 112 of 211
19 308. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging Certificates or registering the transfer of Certificates is exercised,
the Trustee shall execute and deliver Certificates in accordance with the provisions of the related Trust Agreement. All Certificates surrendered in any such exchanges or registrations
of transfer shall forthwith be cancelled by the Trustee. For every such exchange or registration of transfer of Certificates, whether temporary or definitive, the Trustee may make a
charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or registration of transfer. The Trustee shall not be
required (a) to register the transfer or exchange of Certificates for a period of fifteen (15) days preceding any Payment Date until such Payment Date, or for a period of fifteen (15)
days preceding any selection of Certificates to be prepaid until after the mailing of any notice of prepayment; or (b) to register the transfer or exchange of any Certificates called
for prepayment. 309. Certificates, Mutilated, Destroyed, Stolen or Lost. In case any Certificates shall become mutilated or be destroyed, stolen or lost, the Trustee shall execute and
deliver a new Certificate of the same series and of like maturity and principal amount as the Certificate so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Certificate, or in lieu of and substitution for the Certificate destroyed, stolen or lost, upon surrender of such mutilated Certificate or filing with the Trustee of evidence
satisfactory to the Trustee that such Certificate has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Trustee with indemnity satisfactory to the
Trustee and complying with such other reasonable regulations as the Trustee may prescribe and paying such expenses as the Trustee may incur. All Certificates so surrendered to the Trustee
shall be cancelled by it. Any such new Certificates executed and delivered pursuant to this Section in substitution for Certificates alleged to be destroyed, stolen or lost shall be
equally secured by and entitled to equal and proportionate benefits, with all other Certificates delivered under a Trust Agreement and Outstanding. 310. Temporary Certificates. Until
the definitive Certificates are prepared, the Trustee may execute and deliver, in the same manner as is provided in Section 306, in lieu of definitive Certificates, one or more temporary
Certificates of the same series and substantially of the tenor of the definitive Certificates in lieu of which such temporary Certificate or Certificates are issued, in denominations
of $5,000 or any multiples thereof, and with such omissions, insertions and variations as may be appropriate for temporary Certificates. The Trustee, at the expense and at the written
direction of the City, shall prepare and execute and, upon the surrender of such temporary Certificates, and the cancellation of such surrendered temporary Certificates, the Trustee
shall without charge to the Holder thereof, in exchange therefor, deliver definitive Certificates of the same series, of the same aggregate principal amount and maturity as the temporary
Certificates surrendered. Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits and security as definitive Certificates of the same series
executed and delivered pursuant to the related Trust Agreement. 311. Privilege of Prepayment and Prepayment Price. Certificates subject to prepayment prior to maturity pursuant to a
Trust Agreement may be prepaid, upon notice given as provided in this Article III, at such times, at such Prepayment Prices and upon such terms as specified in this Article III or in
the Supplemental Trust Agreement authorizing the issuance of such Certificate. 312. Prepayment. Whenever by the terms of a Trust Agreement the Certificates are required to be prepaid,
the Trustee shall select the Certificates Certificates to be prepaid in accordance with the provisions of Section 313 hereof. The Trustee shall select a Prepayment Date, and immediately
give the notice of prepayment and pay the Prepayment Price thereof, plus interest accrued and unpaid to the Prepayment Date, in accordance with the terms of this Article III. 313. Selection
of Certificates to be Prepaid. If less than all of the Certificates of a Series shall be called for prepayment, the particular Certificates or portions of Certificates to be prepaid
shall be in multiples of $5,000 and, except as otherwise provided in a Supplemental Trust Agreement, such Page 113 of 211
20 Certificates or portions of Certificates shall be prepaid in such order of maturity as shall be designated by the City. If less than all of the Certificates of like maturity shall
be called for prepayment, the particular Certificates or portions thereof to be prepaid shall be selected by lot by the Trustee in such manner as the Trustee shall deem fair and appropriate.
The portion of any Certificate of a denomination of more than $5,000 to be prepaid shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions
of such Certificates for prepayment, the Trustee shall treat each such Certificate as representing that number of Certificates of $5,000 denomination which is obtained by dividing the
principal amount of such Certificate to be prepaid in part by $5,000. 314. Notice of Prepayment. When prepayment of Certificates is required pursuant to Section 312 hereof, the Trustee
shall give notice of the prepayment of such Certificates, which notice shall specify the maturities of the Certificates to be prepaid, the CUSIP numbers (which shall be for informational
purposes only and shall not affect the validity of such notice), the prepayment date and the place or places where amounts due upon such prepayment will be payable and, if less than
all of the Certificates of a Series are to be prepaid, the letters and numbers or other distinguishing marks of such Certificates to be prepaid, and, in the case of Certificates to be
prepaid in part only, such notice shall also specify the respective portions of the principal amounts thereof to be prepaid. Such notice shall further state that on such date there shall
become due and payable with respect to each Certificate to be prepaid the Prepayment Price thereof, or the Prepayment Price of the specified portions of the principal thereof to be prepaid
in part only, together with interest accrued to the Prepayment Date, and that from and after such date interest thereon shall cease to accrue and be payable. The Trustee shall mail a
copy copy of such notice, postage prepaid, not less than 30 days before the Prepayment Date in the case of optional prepayment, extraordinary prepayment resulting from damage, destruction
or condemnation of Facilities, extraordinary prepayment from amounts transferred from the Acquisition Account to the Prepayment Account in accordance with Section 402(e) hereof or mandatory
sinking fund prepayment, and not less than 5 days nor more than 10 days before the Prepayment Date in the case of extraordinary prepayment resulting from termination of all Leases as
a result of nonappropriation or default by the City, to the Holders of any Certificates or portions of Certificates which are to be prepaid, at their last addresses appearing upon the
registry books, but any defect in the notice to a particular Certificate holder shall not affect the validity of the proceedings for the prepayment of other Certificates. Notwithstanding
anything in Section 314 to the contrary, prior to notice of any optional prepayment of Certificates given to the Owners of affected Certificates, either (i) there shall be deposited
with the Trustee an amount sufficient to pay the principal portion of the Basic Lease Payments represented by Certificates subject to prepayment, plus accrued interest to the Prepayment
Date, plus any premium applicable to such prepayment, or (ii) such notice shall state that the prepayment is conditioned on the receipt of moneys for such prepayment by the Trustee on
or prior to the Prepayment Date. In the event that a conditional notice of prepayment is given and such moneys are not timely received, the prepayment for which such notice was given
shall not be undertaken. Amounts deposited pursuant to this paragraph shall be kept by the Trustee in a trust account separate and segregated from all other moneys deposited under the
Trust Agreement and shall be held uninvested unless invested at the direction of an Authorized Officer only in Government Obligations that mature on or before the Prepayment Date. Notice
of such prepayment shall be provided to any depository not less than two days prior to mailing of such notice, to the extent available. 315. Payment of Prepaid Certificates. Notice having
been given in the manner provided in Section 314, the Prepayment Price of the Certificates or portions thereof so called for prepayment shall become due and payable on the Prepayment
Date so designated at the Prepayment Price, plus the interest portion accrued and unpaid to the Prepayment Date, and, upon presentation and surrender thereof at the office specified
in such notice such Prepayment Price of the Certificates, or portions thereof shall be paid. If there shall be selected for prepayment less than all of the Certificates, the Trustee
shall execute and deliver, upon the surrender of such Certificates, without charge to the owner thereof, for the aggregate balance of the principal amount of the Outstanding Certificates
so surrendered, at the option of the owner thereof, Certificates of like maturity in any of the authorized denominations. If, on the Prepayment Date, Page 114 of 211
21 moneys for the payment of the Prepayment Price of all the Certificates of a Series or portions thereof of any like maturity to be prepaid, shall be held by the Trustee so as to be
available therefor on the Prepayment Date and if notice of prepayment shall have been given as aforesaid, then, from and after the Prepayment Date the interest portion of the Certificates
or portions thereof of such maturity so called for prepayment shall cease to accrue and become payable. If said moneys shall not be so available on the Prepayment Date, the principal
portion represented by such Certificates or portions thereof shall continue to bear interest until paid at the same rate as would have accrued had it not been called for prepayment.
316. Cancellation of Certificates. All Certificates paid or prepaid, either at or before maturity, shall be delivered to the Trustee when such payment or prepayment is made, and such
Certificates shall thereupon be promptly cancelled and destroyed by the Trustee in its customary manner. Upon the cancellation and destruction of any Certificates by the Trustee, the
Trustee shall execute a certificate of cancellation in duplicate by the signature of one of its authorized officers describing the Certificates so cancelled, and executed certificates
shall be filed with the City and the Corporation and the other executed certificate shall be retained by the Trustee. 317. Book Entry. Unless otherwise provided in a Supplemental Trust
Agreement, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York (“DTC”) and other depository trust companies, including, but
not limited to, agreements necessary for wire transfers of the interest and principal portions of Basic Lease Payments represented by Certificates, utilization of electronic book-entry
data received from DTC, and other depository trust companies in place of actual delivery of Certificates and provision of notices with respect to Certificates registered by DTC and other
depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, facsimile or other electronic means of communication. So long
as there shall be maintained a book-entry-only system with respect to the Certificates, the following provisions shall apply: The Certificates shall initially be registered in the name
of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Certificates and so long as the Certificates are held in book-entry-only form, Cede & Co.
shall be considered the registered owner for all purposes hereof. On original issue, the Certificates shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only
system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the Certificates (“Beneficial Owners”). The principal and interest portions of Basic Lease Payments represented by Certificates shall be payable
directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by
DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee, the Corporation
or the City. The Certificates shall initially be issued in the form of one fully registered Certificate for each maturity (and for each interest rate within a maturity) of each Series
and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Certificates, through
DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE CERTIFICATES, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE
PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC Page 115 of 211
22 PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL
OWNERS. The City shall enter into a Blanket Issuer Letter of Representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either
DTC or the City. In the event of such termination, the City shall select another securities depository. If the City does not replace DTC, the Trustee will register and deliver to the
Beneficial Owners replacement Certificates in the form of fully registered Certificates in accordance with the instructions from Cede & Co. ARTICLE IV ESTABLISHMENT AND ADMINISTRATION
OF FUNDS AND ACCOUNTS; PREPAYMENT OF CERTIFICATES 401. Establishment of Project Fund. There is hereby established with the Trustee a special trust fund to be designated as the “Project
Fund”. The Trustee shall keep the Project Fund separate and apart from all other funds and moneys held by it. Within the Project Fund, the Trustee shall establish pursuant to each Supplemental
Trust Agreement, as necessary, the following accounts and subaccounts for each Series of Certificates: (a) an Acquisition Account and a Cost of Issuance Subaccount therein, more particularly
described in Section 402 hereof; (b) a Capitalized Interest Account more particularly described in Section 403 hereof; (c) a Lease Payment Account, more particularly described in Section
404 hereof; (d) a Reserve Account, more particularly described in Section 405 hereof; and (e) a Prepayment Account, more particularly described in Section 406 hereof. The Trustee shall
establish separate Acquisition Accounts, Cost of Issuance Subaccounts, Capitalized Interest Accounts, Lease Payment Accounts, Reserve Accounts and Prepayment Accounts for each Project
in the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates corresponding to each such Project. The Trustee may create additional Accounts and Subaccounts
in any Supplemental Trust Agreement at the request of the City. Each such account and subaccount shall be designated by the Trustee with the Series of the Certificates to which they
relate. On the date of delivery of each Series of Certificates the Trustee shall deposit the proceeds thereof as provided in the Schedule or Schedules and the Supplemental Trust Agreement
authorizing such Series of Certificates. 402. Acquisition Account. (a) There shall be paid into each Acquisition Account the amounts required to be so paid by the provisions hereof or
by the provisions of the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates to which such Acquisition Account relates and the Schedule or Schedules related
thereto. (b) Pursuant to an election by the City under Section 5.4(a) of the Master Lease, Net Proceeds with respect to any Facilities, may be deposited into the Acquisition Account
established under the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates to which such Acquisition Account relates. (c) The Cost (other than the Costs
of Issuance) of the Facilities comprising each Project shall be paid from the amounts on deposit in the related Acquisition Account. Actual amounts paid for particular Facilities may
be more or less than the estimated amounts set forth initially in a Schedule, so long as the certifications provided below can be made. The Trustee shall make such payments upon receipt
of a requisition substantially in the form of Exhibit B hereto, signed by an Authorized City Representative certifying with respect to each payment to be made: (1) the requisition Page
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23 number, (2) the name and address of the person, firm, corporation or agency to whom payment is due or has been made, (3) the amount to be paid, (4) that each obligation, item of cost
or expense mentioned therein has been properly incurred, is an item of Cost of the Facilities comprising the related Project and has not been the basis of any previous withdrawal, and
(5) that the payment of the Cost of the Facilities comprising such Project will not cause the balance remaining in such Acquisition Account after such payment to be less than the amount
necessary to pay the remaining estimated Costs to be paid from such account or that sufficient other moneys are available therefor. The Trustee shall not be responsible for investigation
of underlying facts and may conclusively rely on the representations contained in such requisition. Payments may be made from such Acquisition Account in order to reimburse the City
for payments previously made to pay the Costs of the Facilities comprising such Project. Before payment is made pursuant to a requisition for real estate improvements, regardless of
whether the underlying land was previously owned by the City or is being acquired with Certificate proceeds, there shall be provided to the Trustee items (i) through (v) below with respect
to the land underlying such real estate improvements, and in the case of underlying land previously owned by the City, there shall be provided to the Trustee a related Ground Lease or
amendment to the related Ground Lease adding such parcel of land thereto. Payments shall be made by the Trustee for Costs of land in accordance with the following: (i) Receipt by the
Trustee and the related Credit Facility Issuer of a title insurance policy, only if required by such related Credit Facility Issuer pursuant to Section 6.1 of the Master Lease (the Trustee
shall be notified in writing of such requirement); (ii) Receipt by the Trustee and the related Credit Facility Issuer of an Opinion of Counsel described in Section 6.1 of the Master
Lease; (iii) An executed Schedule or Schedules or Amendment to the related Schedule or Schedules describing the land and the cost thereof; (iv) A “Phase I” environmental audit prepared
by an independent engineer or other qualified consultant acceptable to the applicable Credit Facility Issuer and the City; (v) A copy of a recent survey plat of the land in questions
prepared, sealed and certified to the City, the Corporation and the Trustee by a licensed Florida surveyor, in form satisfactory to the City. (d) Costs of Issuance of Certificates shall
be paid from the related Cost of Issuance Subaccount in the related Acquisition Account upon receipt by the Trustee of a requisition substantially in the form of Exhibit C hereto, signed
by an Authorized City Representative stating with respect to each payment to be made: (1) the requisition number, (2) the name and address of the person, firm, corporation or agency
to whom payment is due, (3) the amount to be paid and (4) that such payment obligation has been properly incurred, is a Cost of Issuance for the related Project and has not been the
basis of a previous withdrawal. (e) The completion of the acquisition, construction and installation of the Facilities comprising each Project financed under a particular Lease shall
be evidenced by a Certificate of Acceptance of the City and the Corporation in the form attached as Exhibit B to the Master Lease, which Certificate of Acceptance shall be filed with
the Trustee upon completion of acquisition of such Facilities. Upon the completion of acquisition and construction of the Facilities financed under a particular Lease and payment of
all Costs of such Facilities the amounts, if any, on deposit in the Acquisition Account for the related Series of Certificates at the option of the City, shall be (i) transferred to
the Lease Payment Account for such Series, to be applied to Basic Lease Payments next coming due under the Lease; (ii) Page 117 of 211
24 retained in the Acquisition Account for the Series of Certificates relating to such Facilities and applied to pay the Costs of other Facilities, in which case such other Facilities
shall become subject to the provisions of the related Lease as fully as though they were the originally leased Facilities or (iii) transferred to the Prepayment Account for such Series
to be applied to the prepayment of Certificates of the related Series; provided however, that if, upon delivery by the City of a Certificate of Acceptance indicating completion of the
acquisition, construction, installation and payment of all costs of the Facilities financed under a particular Lease (including the failure of the City to acquire any component of such
Facilities), there shall remain in the related Acquisition Account an amount greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year under
such Lease, at the direction of the City, the portion of such balance which is greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal
Year (i) shall be retained in the Acquisition Account for the Series of Certificates relating to such Facilities and applied to pay the Costs of other Facilities, in which case such
other Facilities shall become subject to the provisions of the related Lease as fully as though they were the originally leased Facilities or (ii) transferred to the Prepayment Account
for such Series to be applied to the prepayment of Certificates of the related Series or (iii) upon delivery to the Trustee of a Favorable Opinion, deposited in the Lease Payment Account
for the Series of Certificates relating to such Facilities to be credited against Basic Lease Payments next coming due. (f) In the event that a Lease Term terminates under Section 4.1
of the Master Lease prior to the completion of the acquisition, construction and installation of the Facilities comprising the related Project as evidenced by the delivery of a Certificate
of Acceptance, the Trustee shall transfer all amounts remaining in the related Acquisition Account to the Prepayment Account for such Series to be applied in accordance with Section
504 hereof. 403. Capitalized Interest Accounts. Funds in each Capitalized Interest Account relating to a Series of Certificates shall be transferred to the related Lease Payment Account
in an amount necessary to pay the interest portion of Lease Payments coming due during construction represented by such Series of Certificates. Such transfer shall be made on the Business
Day before each Payment Date for such Series, until the amounts in such Capitalized Interest Account are exhausted. 404. Lease Payment Accounts. (a) In addition to the moneys required
to be deposited in a Lease Payment Account pursuant to Sections 401, 402 and 408 hereof and except as provided in Section 406(b) hereof, all Basic Lease Payments for the Facilities financed
under a Lease shall be deposited by the Trustee in the related Lease Payment Account immediately upon their receipt. receipt. The Trustee shall pay out of such Lease Payment Account,
(i) on each Payment Date, the amount required for the interest portion of the Basic Lease Payment for such Facilities payable on such date to the related Certificate holders, (ii) on
each Payment Date for principal the amount required for the principal portion of the Basic Lease Payments for such Facilities payable on such date to the related Certificate holders,
and (iii) in the event of the termination of the related Lease Term pursuant to Section 4.1(d) of the Master Lease for deposit in the related Prepayment Account to be applied to the
prepayment of the related Certificates pursuant to Section 315 hereof amounts on deposit in the related Lease Payment Account sufficient to pay the Prepayment Price of the related Certificates.
(b) Pursuant to an election by the City under Section 5.4(b) of the Master Lease, Net Proceeds realized in the event of damage, destruction or condemnation to be applied to Basic Lease
Payments under the related Lease in accordance with Sections 3.2(c) and 5.4(b) of the Master Lease. 405. Reserve Accounts. Page 118 of 211
25 Pursuant to the Supplemental Trust Agreement authorizing the issuance of any Series of Certificates, there may be established and maintained a separate Reserve Account to secure the
payment of the principal and/or interest portion of the Basic Lease Payments related to such Series of Certificates. Each such Reserve Account shall secure only the Series of Certificates
for which it has been established. (a) The Reserve Account shall be maintained by the Trustee at the Reserve Account Requirement until the Basic Lease Payments related to a Series of
Certificates for which it was established are paid in full pursuant to the terms of the Master Lease and the related Schedule, or the City has prepaid all such Basic Lease Payments in
accordance with Section 7.2 or Section 7.3 of the Master Lease, or the related Trust Agreement is terminated. The Trustee shall apply moneys in a Reserve Account as provided in this
Section 405 or as provided in a Supplemental Trust Agreement. (b) If on any Lease Payment Date (after taking into account Basic Lease Payments made to the Trustee on such Lease Payment
Date) immediately preceding a Payment Date the amount in any Lease Payment Account shall be less than the amount required to pay the interest portion and principal portion of the Basic
Lease Payments then due in relation to a Series of Certificates for which it was established, the Trustee shall transfer from the Reserve Account established in relation to such Series
of Certificates to such Lease Payment Account the amount necessary to make good the deficiency. Any amounts transferred from a Reserve Account pursuant to this subsection (b) shall,
to the extent of such transfer, be deemed to satisfy the City’s obligation to make such Basic Lease Payment. In the event of any such transfer, the Trustee shall, within five (5) days
after making such transfer, provide written notice to the City of the amount and date of such transfer and the City shall, if the deficiency in any Lease Payment Account is not the result
of a failure of the City to appropriate moneys as contemplated by Section 3.5 of the Master Lease, pay within thirty (30) days of receipt of notice of such transfer from the Trustee,
as Supplemental Payments, an amount necessary to restore the balance in such Reserve Account to the appropriate Reserve Account Requirement applicable thereto. In the event of any deficiency
in the value of the Reserve Account pursuant to Section 409 hereof, the Trustee shall, within five (5) days of such valuation, provide written notice to the City of such deficiency and
the City shall pay within thirty (30) days of receipt of notice of such deficiency from the Trustee, as Supplemental Payments, an amount necessary to restore the balance in such Reserve
Account to the appropriate Reserve Account Requirement applicable thereto. (c) Whenever the amount in any Reserve Account, together with the amount in the related Lease Payment Account,
is sufficient to pay in full the interest portion and principal portion of the Basic Lease Payments represented by all Outstanding Certificates of a Series in accordance with their terms,
the funds on deposit in such Reserve Account shall be transferred to the related Lease Payment Account. Any provision of the related Trust Agreement to the contrary notwithstanding,
so long as there shall be held in any Lease Payment Account an amount sufficient to pay in full the interest portion and principal portion of all Basic Lease Payments represented by
all Outstanding Certificates of a Series in accordance with their terms, no deposits shall be required to be made into the Reserve Account established in relation to such Series. (d)
Any amounts on deposit in a Reserve Account in excess of the related Reserve Account Requirement applicable thereto shall be transferred to the Lease Payment Account relating to the
Series of Certificates secured by such Reserve Account. (e) Any income or interest earned by, or increment to any Reserve Account due to the investment thereof paid into the applicable
Lease Payment Account established for the particular Series of Certificates secured by such Reserve Account pursuant to Section 408(b) hereof shall be credited toward the interest portion
of Basic Lease Payments represented by such Series next coming due, and the Trustee shall (to the extent reasonably ascertainable) notify the City thirty (30) days before each Lease
Payment Date of the funds to be available for such transfer. Page 119 of 211
26 (f) Notwithstanding the foregoing, in lieu of the required deposits into the related Reserve Account, the Trustee is hereby authorized to accept and the Issuer may cause to be deposited
into the Reserve Account pursuant to Section 3.1 of the Master Lease, a Reserve Account Letter of Credit/Insurance Policy either in lieu of any cash amount required to be deposited therein
in connection with the issuance of any Series of Certificates or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount
required to be deposited and the sum, if any, then on deposit in the Reserve Account, which Reserve Account Letter of Credit/Insurance Policy shall be payable (upon the giving of notice
as required thereunder) on any Payment Date on which a deficiency exists which cannot be remedied by moneys in any other fund or account held pursuant to the related Trust Agreement
and available for such purpose. If any such Reserve Account Letter of Credit/Insurance Policy is substituted for moneys on deposit in the Reserve Account, or if on a valuation date there
are excess moneys in the Reserve Account, the excess moneys in the Reserve Account shall be transferred to and deposited in the related Lease Payment Account. If a disbursement is made
from a Reserve Account Letter of Credit/Insurance Policy, the City shall be obligated to either reinstate the maximum limits of such Reserve Account Letter of Credit/Insurance Policy
immediately following such disbursement or to deposit into the Reserve Account, as provided in Section 3.1 of the Master Lease for restoration of withdrawals from the Reserve Account,
funds in the amount of the disbursement made under such Reserve Account Letter of Credit/Insurance Policy. In the event that upon the occurrence of any deficiency in a Lease Payment
Account, the Reserve Account is then funded with a Reserve Account Letter of Credit/Insurance Policy, the Trustee shall, on a Payment Date to which such deficiency relates, draw upon
or cause to be paid under the Account Letter of Credit/Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Reserve Account
Letter of Credit/Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Reserve Account Letter of Credit/Insurance Policy; provided, however,
that if at the time of such deficiency the Reserve Account is only partially funded with a Reserve Account Letter of Credit/Insurance Policy, prior to drawing on the Reserve Account
Letter of Credit/Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Reserve Account to remedy the deficiency in accordance with
Section 405(b) and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Reserve Account Letter of Credit/Insurance
Policy, as provided in this sentence. Amounts drawn on the Reserve Account Letter of Credit/Insurance Policy shall be applied as set forth in Section 405(b). Any amounts drawn under
a Reserve Account Letter of Credit/Insurance Policy shall be reimbursed to the provider thereof in accordance with the terms and provisions of the reimbursement or other agreement governing
such Reserve Account Letter of Credit/Insurance Policy. 406. Prepayment Accounts. (a) Except as may be otherwise provided in the Supplemental Trust Agreement authorizing the issuance
of a Series of Certificates, the Trustee shall apply moneys in each Prepayment Account as provided in this Section 406. Amounts in a Prepayment Account shall be applied within 35 days
after deposit therein, to the prepayment of Certificates of the related Series. (b) The Trustee shall deposit in each Prepayment Account as received, all moneys, if any, paid to it for
such purpose by the City pursuant to provisions of Section 7.2 of the Master Lease. In the event of the occurrence of an Event of Mandatory Prepayment pursuant to an election under Section
5.4(b) of the Master Lease, the Trustee shall deposit in the related Prepayment Account Net Proceeds for such purpose. Also, in the event of the occurrence of an Event of Mandatory Prepayment
at the election of a Credit Facility Issuer as a result of termination of all Leases for the reasons referred to in Section 4.1(b) or 4.1(c) of the Master Lease, the Trustee shall deposit
in the related Prepayment Account moneys Page 120 of 211
27 paid by the City and the related Credit Facility Issuer for such purpose, and shall transfer to the related Prepayment Account moneys on hand in the related Lease Payment Account
and not needed to pay the principal portion and interest portion due or past due represented by the related Series of Certificates, sufficient to pay the Prepayment Price of such Series
of Certificates pursuant to Section 404 hereof. All of said moneys shall be set aside in the corresponding Prepayment Account for the purpose of prepaying a principal amount of the related
Series of Certificates corresponding to the principal portion of Basic Lease Payments prepaid or to the principal portion of the Purchase Option Price of all or a portion of the related
Facilities, and shall be applied on or after the Prepayment Date to the payment of such principal amount of the related Series of Certificates, together with the accrued interest relating
thereto, upon presentation and surrender of such Certificates. 407. Deposits of Money. (a) All moneys deposited under the provisions of a Trust Agreement with the Trustee shall be held
in trust and applied only in accordance with the provisions of such Trust Agreement, and the Project Fund established by such Trust Agreement shall be a trust fund for the purposes thereof.
(b) All moneys held under a Trust Agreement by the Trustee shall be invested in accordance with Section 408 hereof, provided, however, that it shall not be necessary for the Trustee
to give or obtain security for the deposit of any moneys held in trust and set aside by it for the payment of the principal portion or Prepayment Price of or interest portion of the
Basic Lease Payments represented by any Certificates, or to give security for any moneys which shall be represented by Investment Securities purchased as an investment of such moneys.
(c) All moneys deposited with the Trustee shall be credited to the particular account to which such moneys belong. 408. Investment of Certain Accounts. (a) Moneys held in each Acquisition
Account, Capitalized Interest Account, Lease Payment Account, Reserve Account and Prepayment Account shall be invested and reinvested by the Trustee, solely as directed in writing by
an Authorized City Representative, to the fullest extent practicable in Investment Securities which mature not later than such times as shall be necessary to provide moneys when needed
for payments to be made from such Accounts, provided that moneys in each Acquisition Account shall not be invested in Investment Securities maturing more than three (3) years after the
date of investment, and provided, further, that moneys in each Reserve Account shall be invested in Investment Securities with maturities not longer than five (5) years. The Trustee
shall make all such investments of moneys held by it only as directed in accordance with written instructions (which may be standing instructions), received from an Authorized City Representative
and the Trustee may conclusively rely upon such written instructions and shall have no responsibility for determining whether Investment Securities are legal under State law for investment
of the City’s funds. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility
to monitor the ratings of investments after the initial purchase of such investments. Unless otherwise directed in writing, the Trustee may make any and all such investments through
its own investment department or that of its affiliates or subsidiaries. In the absence of written investment instructions from the City, the Trustee shall not be responsible or liable
for keeping the moneys held by it hereunder fully invested in investments. Although the City recognizes that it may obtain a broker confirmation or written statement containing comparable
information at no additional cost, the City hereby agrees that confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement statement
is rendered. Page 121 of 211
28 (b) Subject to the first sentence of Section 409, interest (net of that which represents a return of accrued interest paid in connection with the purchase of any investments and net
of amounts deemed Excess Earnings) earned on any moneys or investments in an Acquisition Account shall be either (i) at the direction of an Authorized City Representative retained in
such account until delivery of a Certificate of Acceptance, or (ii) automatically transferred to the related Lease Payment Account without need for any requisition or other direction
and, together with interest earnings on investments in such Lease Payment Account (which shall be retained therein), applied on the next occurring Lease Payment Date as a credit against
the Basic Lease Payment then due on such date under the related Lease and deemed to be payment of the interest portion thereof. Interest earned on any moneys or investments in each Cost
of Issuance Subaccount shall be deposited in the related Acquisition Account. Interest and other income received by the Trustee from investments of moneys on deposit in each Reserve
Account (net of amounts deemed by the City to be Excess Earnings) and the related Capitalized Interest Account, if any, shall, prior to delivery of a Certificate of Acceptance, be deposited
in the Acquisition Account, and after such date, be deposited in the related Lease Payment Account; provided, however, that all interest and other income received by the Trustee on investment
of a Reserve Account shall be retained therein in the event that amounts on deposit in such Reserve Account are less than the Reserve Account Requirement applicable thereto. Interest
earned on moneys and investments in a Prepayment Account shall be applied on the next ensuing Prepayment Date toward payment of amounts due to the related Certificate holders, in accordance
with the provisions of Article III hereof. The City shall give written notice to the Trustee after each calculation period of amounts deemed by the City to be Excess Earnings and the
Trustee may rely conclusively on such notice for purposes of determining the Excess Earnings amount hereunder. (c) Nothing in a Trust Agreement shall prevent any Investment Securities
acquired as investments of funds held under such Trust Agreement from being issued or held in book-entry form on the books of the Department of the Treasury of the United States of America.
409. Valuation and Sale of Investments. Obligations purchased as an investment of moneys in any Account created under the provisions of a Trust Agreement shall be deemed at all times
to be a part of such Account and any profit realized from the liquidation of such investment shall be credited to, and any loss resulting from the liquidation of such investment shall
be charged to, the computation of net interest earned on the moneys and investments of such Account. In computing the amount in any Account created under the provisions of a Trust Agreement
for any purpose provided in such Trust Agreement, obligations purchased as an investment of moneys therein shall be valued at the amortized cost of such obligations plus accrued interest.
Such computation shall be determined as and when needed. Investments in the Reserve Account shall be valued annually. Except as otherwise provided in a Trust Agreement, the Trustee shall
sell at the best price reasonably obtainable or present for redemption or transfer as provided in the next sentence any obligation so purchased as an investment whenever it shall be
requested in writing by the Authorized City Representative so to do or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Account or subaccount
held by it. In lieu of such sale or presentment for redemption, the Trustee may, in making the payment or transfer from any Account mentioned in the preceding sentence, transfer such
investment obligations or interest appertaining thereto if such investment obligations shall mature or be collectible at or prior to the time the proceeds thereof shall be needed and
such transfer of investment obligations may be made in book-entry form. The Trustee shall not be liable or responsible for making any such investment in the manner provided above. Page
122 of 211
29 ARTICLE V COVENANTS, DEFAULT AND LIMITATIONS OF LIABILITY 501. Trustee to Perform each Lease. The Trustee covenants and agrees with the Certificate holders and each Credit Facility
Issuer, if any, to perform or cause to be performed all obligations and duties imposed on it as assignee of the Corporation of each Lease, and to enforce each Lease against the City.
502. Notice of Nonpayment. In the event of delinquency in the payment when due of Basic Lease Payments by the City pursuant to a Lease, the Trustee shall give notice to the City on the
Business Day following the day payment was due, that such Basic Lease Payments have not been received. In the event of a delinquency in the payment when due of Additional Lease Payments
or Supplemental Payments by the City pursuant to a Lease, the Trustee shall give notice to the City on the Business Day following the day payment was due (if payment was due to the Trustee)
or on the Business Day following the date of receipt of notice of nonpayment from the party to to whom such Additional Lease Payment or Supplemental Payment was due (if payment was due
to a payee other than the Trustee). 503. Events of Default. Each of the following events is hereby declared to be an event of default hereunder: (a) Payment of any installment of interest
represented by any Certificate shall not be made when the same shall become due and payable; or (b) Payment of any principal, whether at maturity or upon call for redemption, or any
redemption premium with respect to any Certificate shall not be made when the same shall become due and payable; or (c) An “Event of Default” shall occur and be continuing under Section
8.1 of the Master Lease. 504. Remedies on Default or Non-Appropriation. Upon the occurrence of an event of default by the City with respect to any Lease under Section 8.1 of the Master
Lease, or upon termination of the Lease Term of all Leases as a result of nonappropriation, the Trustee shall be entitled to enforce the rights and exercise the remedies provided in
the Master Lease, as appropriate, and may, with the consent of the Credit Facility Issuer, if any, insuring a Series of Certificates, and shall, subject to receipt of indemnity, at the
direction of the Credit Facility Issuer, if any, insuring a Series of Certificates, or if there is no Credit Facility Issuer at the direction of a majority in aggregate principal amount
of the Outstanding Certificates affected by such remedies, pursue one or more of such remedies. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or
renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under
any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Any amounts collected following an event of default or nonappropriation
shall be applied in accordance with the provisions of this Section and if all amounts due on the Certificates or otherwise hereunder have been fully paid (or provision for payment thereof
has been made), such amounts shall be paid to the City. (a) All such moneys collected in connection with a particular Lease shall be deposited into one or more special accounts established
by the Trustee for the Series of Certificates relating thereto and applied: Page 123 of 211
30 First: To the payment of the reasonable costs of the Trustee related to such Lease, including reasonable counsel fees, costs and expenses, any disbursements of the Trustee and its
reasonable compensation; provided, however, that no moneys obtained from a claim on a Liquidity Facility or a Credit Facility, proceeds from a remarketing or moneys held for the prepayment
of Certificates notice of which has been sent to the holders of such Certificates shall be used as provided in this clause; Second: To the payments related to such Lease, if any, required
to be paid to the Treasury Department of the United States under the Code; Third: To the payment to the persons entitled thereto of all installments of the interest then due represented
by all Series of Certificates related to such Lease in the order of such maturity of the installments of such interest portion, and, if the amount available shall not be sufficient to
pay in full any installment, then to the payment thereof ratably, according to the amounts due represented by such installment, to the persons entitled thereto, without any discrimination
or preference; Fourth: To the payment to the persons entitled thereto of the unpaid principal portion or Prepayment Price of all Series of Certificates related to such Lease which shall
have become due whether at maturity or by call for prepayment in the order of their due dates and, if the amount available shall not be sufficient to pay in full all Certificates due
on any date, then to the payment thereof ratably, according to the amount of principal portion, or Prepayment Price due on such date, to the persons entitled thereto, without any discrimination
or preference; Fifth: To the payment to the persons entitled thereto of the unpaid Additional Lease Payments related to such Lease which shall have become due and, if the amount available
shall not be sufficient to pay in full all such amounts, then to the payment thereof ratably, according to the amount due on such date, to the persons entitled thereto, without without
any discrimination or preference; and Sixth: To the payment of any ground rent or other amounts then due and payable under the corresponding Ground Lease, if any. (b) If, at the election
of a Credit Facility Issuer, an Event of Extraordinary Prepayment shall have occurred, the Trustee shall send notice of such extraordinary prepayment as required under Section 314 and
shall apply all such moneys in accordance herewith and with the applicable Supplemental Trust Agreement. Except as otherwise provided in Section 305(a) hereof, in the case of partial
payment of Basic Lease Payments, whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times,
and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional
moneys becoming available for such application in the future. Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be on a
Lease Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal to be
paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. 505. Account and Reports. Page 124 of 211
31 (a) The Trustee shall keep a copy of this Master Trust Agreement and all Supplemental Trust Agreements and proper books of record and account in which complete and correct entries
shall be made of its transactions relating to each Project and each Account established under a Trust Agreement, which shall be subject to the inspection of the Corporation and the City
during normal business hours and upon reasonable notice and which shall be maintained by the Trustee at the expense of the City for a period of six (6) years following termination of
a Trust Agreement. (b) The Trustee shall advise the Corporation and the City promptly after the end of each month of its transactions during such month relating to each Account held
by it under a Trust Agreement. 506. Liability to Certificate Holders for Payment. Except as otherwise provided in the related Trust Agreement, the Trustee shall have no obligation or
liability to the Certificate holders with respect to the City’s obligation to pay Basic Lease Payments when due, or with respect to the performance by the City of any other covenants
made by it in the Master Lease. The Trustee shall not be liable or responsible because of the failure of the Corporation or the City or of any of its
employees or agents to make any collections or deposits or to perform any act herein required of the Corporation or the City or because of the loss of any money arising through the insolvency
or the act or default or omission of any depository. The Trustee shall not be responsible for the application of any of the proceeds of Certificates or any other money deposited with
it and paid out, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of the related Trust Agreement.
The immunities and exemption from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents. 507. Possession and Enjoyment. With respect to each
Project, from and after the acceptance by the City of the Facilities comprising such Project in accordance with the terms of the Master Lease, the Trustee hereby agrees that it will
not interfere with the Lease Terms and that the City shall, during such Lease Terms, peaceably and quietly have and hold and enjoy such Facilities, without suit, trouble or hindrance
from the Trustee, except as expressly set forth in such Leases. 508. Warranties. THE TRUSTEE, BY ACCEPTANCE OF THIS MASTER TRUST AGREEMENT, AND THE CORPORATION, BY DELIVERY OF THE LEASES,
MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE TITLE TO, VALUE, DESIGN, CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS
FOR USE OF ANY OF THE FACILITIES, OR PORTION THEREOF, OR AS TO WHETHER THE QUALITY OR CAPACITY OF THE MATERIAL OR WORKMANSHIP IN SUCH FACILITIES OR ANY WARRANTY THAT SUCH FACILITIES
WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATIONS OR CONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, OPERATORS OR SPECIAL METHODS OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER.
In no event shall the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of any Lease or the existence, furnishing, functioning
or the City’s use of any item, product or service provided for in any Lease. ARTICLE VI CONCERNING THE TRUSTEE 601. Employment of Trustee. In consideration of the recitals hereinabove
set forth and for other valuable consideration, the Trustee hereby agrees to receive, hold, invest and disburse the moneys to be paid to it pursuant to the Master Lease for credit to
the various funds and accounts established by or pursuant to this Master Trust Agreement; to prepare, execute, deliver and deal with the Certificates; and to apply and disburse the Trust
Estate and other moneys received pursuant to the Master Lease to the Page 125 of 211
32 Certificate holders subject to the limitations set forth in the related Trust Agreement; and to perform certain other functions, all as expressly provided in and subject to the express
terms and conditions of, such Trust Agreement. Prior to the occurrence of any Event of Default hereunder and after the curing of all such Events of Default that may have occurred, the
Trustee shall perform only such duties of the Trustee as are specifically set forth in a Trust Agreement and no implied covenants or obligations shall be read into such Trust Agreement
against the Trustee. 602. Trustee Acceptance of Duties. (a) The Trustee shall signify its acceptance of the duties and obligations imposed upon it by this Master Trust Agreement by executing
and delivering this Master Trust Agreement, and by executing such acceptance the Trustee shall be deemed to have accepted such duties and obligations with respect to all the Certificates
thereafter to be delivered, but only, however, upon the express terms and conditions set forth herein. (b) At any and all reasonable times the Trustee, and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect all books, papers and records of the City pertaining to each Project and each Lease,
and to take such memoranda from and with regard thereto as may be desired. (c) The Trustee shall not be required to give bond or surety in respect of the execution of said trusts powers
or otherwise in respect of this Master Trust Agreement. (d) Before taking any action relating to an Event of Default or in connection with its duties under a Trust Agreement other than
making payments of principal and interest on the Certificates as they become due, drawing on or making a claim against a Credit Facility or causing an acceleration of the Certificates
whenever required by the Trust Agreement, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses (including reasonable attorney’s
attorney’s fees, costs and expenses) to which it may be put and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under
any federal, state or local statute, rule, law or ordinance related to the protection of the environment or hazardous substances, except liability which is adjudicated to have resulted
from its failure to comply with the standard of care prescribed by Section 612 hereof or liability which is adjudicated to have resulted from its negligence or willful misconduct. Notwithstanding
any other provision contained herein, the Trustee shall be under no obligation to institute any suit or to undertake any remedial proceeding in the Event of a Default under this Master
Trust Agreement or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of any of the trusts hereby created
or in the enforcement of any rights and powers hereunder, including its acceptance or possession of the Facilities, until it shall be indemnified to its reasonable satisfaction against
any and all reasonable costs, expenses, outlays and reasonable counsel fees, costs and expenses and other reasonable disbursements, and against all liability, including any liability
in connection with any hazardous waste on any Facility Site. (e) The Trustee shall not be liable for any error of judgment made in good faith by any officer of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (f) The recitals, statements and representations in this Master Trust Agreement or in the Certificates,
save only the Trustee’s execution of the Certificates, have been made by the Corporation and not by the Trustee; and the Trustee shall be under no responsibility for the correctness
thereof. The Trustee shall not be responsible for the validity, priority, recording or filing of this Master Trust Agreement, the Master Lease, or the Assignment Agreements, or for insuring
the Facilities or collecting any insurance moneys, or for the validity of the execution by the Corporation of this Master Trust Page 126 of 211
33 Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Estate, or for the value or title of the Facilities or as to the maintenance
of the security hereof, except as otherwise expressly provided herein. (g) Except as to the acceptance of the trusts created hereunder, the Trustee shall have no responsibility in respect
of the due execution or acknowledgment of this Master Trust Agreement by the Corporation, the validity or sufficiency of this Master Trust Agreement, or the validity of the Certificates
or the issuance thereof. 603. Evidence on Which Trustee May Act. (a) The Trustee, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond
or other paper or document furnished to it pursuant to any provision of this Master Trust Agreement or any supplement thereto, may conclusively rely thereon and shall be fully protected
in acting upon any such instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may, but shall not be obligated
to, consult with recognized counsel in the field of commercial banking and corporate trust administration, who may or may not be counsel to the City, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Master Trust Agreement and any supplement thereto in good faith and
in accordance herewith, and the City agrees to pay the reasonable fees and expenses of Trustee’s counsel. (b) Whenever the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action under this Master Trust Agreement, such matter (unless other evidence in respect thereof be therein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate of an Authorized City Representative, and such certificate shall be full warranty for any action taken or suffered
in good faith under the provisions of this Master Trust Agreement upon the faith thereof. But in its discretion the Trustee may in lieu thereof accept other evidence of such fact or
matter or may require such further or additional evidence as it may deem reasonable. (c) Except as otherwise expressly provided hereunder, any request, order, notice or other direction
required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed in the name of the City by an Authorized City Representative.
(d) The Trustee shall not be deemed to have notice of any Event of Default hereunder except a default in the payment of Lease Payments, unless the Trustee shall have actual knowledge
thereof or be specifically notified thereof in writing. (e) The Trustee may buy, sell, own, hold and deal in any of the Certificates, and may join in any action which any Certificate
holder may be entitled to take with like effect as if the Trustee were not a party to this Master Trust Agreement. The Trustee, either as principal or agent, may also engage in or have
an interest in any financial or other transaction with the City or Corporation, and may act as depository, trustee, or agent for any committee or body of Certificate holders or other
obligations of the City as freely as if it were not Trustee hereunder. (f) The Trustee shall not be answerable or accountable except for the performance of its duties and obligations
as are specifically set forth in this Master Trust Agreement and any supplement thereto and except for its own willful misconduct or negligence. The permissive right of the Trustee to
do things enumerated in this Master Trust Agreement and any supplement thereto shall not be construed as a duty. Page 127 of 211
34 (g) No provision of this Master Trust Agreement and any supplement thereto shall be construed to relieve the Trustee from liability for its own negligent action, willful misconduct
or negligent failure to act. However, in no event shall the Trustee be liable to any party: (i) for any losses on investments made in accordance with Section 408 hereof; (ii) for special,
indirect or consequential damages including loss of profits or business, arising under or in connection with this Master Trust Agreement regardless of the form of action; (iii) for the
use of the proceeds of sale of any Certificates; (iv) for compliance by the City with any covenant regarding the yield on investments made in accordance with Section 408 hereof. (h)
The Trustee may exercise any powers hereunder and perform any duties required of it through attorneys, agents, receivers, officers or employees, and shall be entitled to advice of counsel
concerning its duties hereunder and all questions hereunder. Except as otherwise provided herein, the Trustee shall not be answerable for the exercise of any discretion or power hereunder
nor for any act or failure to act in connection with the trust hereunder, except only its own willful misconduct or negligence. (i) The Trustee shall not be accountable for the use or
application by the City or the Corporation of any of the Certificates or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the
provisions of this Mater Trust Agreement or any Supplemental Trust Agreement. (j) Notwithstanding the effective date of this Master Trust Agreement or anything to the contrary in this
Master Trust Agreement, the Trustee shall have no liability or responsibility for any act or event relating to this Master Trust Agreement which occurs prior to the date the Trustee
formally executes this Master Trust Agreement and commences acting as Trustee hereunder. (k) The Trustee shall have no responsibility with respect to any information, statement or recital
in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the any Certificates and shall have no responsibility for compliance
with any state or federal securities laws in connection with any Certificates. (l) None of the provisions of this Master Trust Agreement or any subsequent Supplemental Trust Agreement
shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured
to it. (m) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Master Trust Agreement or any subsequent Supplemental
Trust Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood;
hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities; accidents; labor disputes;
acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (n) The Trustee agrees to accept and act upon instructions or directions pursuant
to this Master Trust Agreement, any subsequent Supplemental Trust Agreement, the Master Lease or any other document reasonably related to any Certificates sent by the City or the Corporation,
as the case may be, by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the City and the Corporation, respectively, shall
provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency Page 128 of 211
35 certificate shall be amended whenever a person is to be added or deleted from the listing. If the City or the Corporation, as applicable, elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions
shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City and the Corporation, as applicable, agree to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties 604. Compensation to Trustee. The City has agreed in the Master Lease to pay to the Trustee reasonable fees and
expenses as agreed to between the City and the Trustee. The Trustee shall have a first lien for the foregoing on the Trust Estate. 605. Resignation of Trustee. The Trustee may at any
time resign and be discharged of the duties and obligations created by this Master Trust Agreement by giving not less than 60 days written notice to the Corporation, the City and the
Holders of all Certificates Outstanding, specifying the date when such resignation shall take effect, and such resignation shall take effect upon the day specified in such notice unless
previously a successor shall have been appointed by the City or the Certificate holders as provided in Section 607, in which event such resignation shall take effect immediately on the
appointment of such successor provided, however, that in the event no successor has been appointed, the Trustee shall continue to serve until such appointment. If no successor Trustee
shall have been so appointed and accepted appointment within sixty (60) days of such resignation in the manner herein provided, the Trustee may, at the expense of the City, petition
any court of competent jurisdiction for the appointment of a successor Trustee until a successor shall have been appointed as above provided. 606. Removal of Trustee. Prior to the occurrence
of an event of default, or termination of the Lease Term of all Leases as a result of nonappropriation, the Trustee may be removed with or without cause at any time by an instrument
or concurrent instruments in writing appointing a successor, filed with the Trustee, and signed by the Corporation and the City or by the Holders of a majority in principal amount of
each Series of Certificates then Outstanding or their attorneys-in-fact duly authorized with or without cause, or by the Credit Facility Issuers insuring a majority in principal amount
of each Series of Certificates then Outstanding with cause. After the occurrence of an event of default, or termination of the Lease Term of all Leases as a result of nonappropriation,
the Trustee may be so removed with or without cause by the Holders of a majority in principal amount of each Series of Certificates then Outstanding or their attorneys-in-fact duly authorized,
or by the Credit Facility Issuers insuring a majority in principal amount of each Series of Certificates then Outstanding. 607. Appointment of Successor Trustee. (a) In case at any time
the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee,
or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, a successor may be appointed by the City,
as long as the City is not in default under the Master Lease and the Master Lease is in full force and effect. In the event that no appointment of a successor Trustee shall be made pursuant
pursuant to the foregoing provisions within 45 days after the Trustee shall have given to the City written notice as provided in Section 605 or after a vacancy in the office of the Trustee
shall have occurred by reason of its removal as provided in Section 606 or by reason of its inability to act, a successor Trustee may be appointed by the Holders of a majority in principal
amount of each Series of Certificates then Outstanding, excluding any Certificates held by or for the account of the City, by an instrument or concurrent instruments in writing signed
and acknowledged Page 129 of 211
36 by such Certificate holders or by their attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the Corporation, the City and
the predecessor. For purposes of this Article VI, “appointment” of a successor Trustee shall be deemed to occur upon designation, acceptance and commencement of performance of duties
by the successor Trustee. (b) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a bank or trust company or national banking association,
having capital stock and surplus aggregating at least $50,000,000 or at least $500,000,000 in trust assets under management, if there be such bank or trust company or national banking
association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by Master Trust Agreement and any
supplement thereto. (c) Each Credit Facility Issuer shall be furnished with written notice of the resignation or removal of the Trustee, Paying Agent and Registrar and of the appointment
of, and acceptance of duties by, any successor thereto by the successor Trustee. 608. Transfer of Rights in Property to Successor Trustee. Any successor Trustee appointed under this
Master Trust Agreement shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Corporation and the City an instrument accepting such appointment, and thereupon
such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor
Trustee, with like effect as if originally named as Trustee; but the Trustee ceasing to act shall nevertheless, on the written request of the Corporation, the City or the successor Trustee
execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and
confirming in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under Master Trust Agreement and any supplement thereto
and shall pay over, assign and deliver to the successor Trustee any money or property subject to the trusts and conditions herein set forth together with any paid but unearned fees.
Should any deed, conveyance or instrument in writing from the City and the Corporation be required by such successor Trustee for more fully and certainly vesting in and confirming to
such successor Trustee any such estates, rights, power and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and as far as may be authorized by
law, be executed, acknowledged and delivered by the City and the Corporation. 609. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which
it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all
or substantially all of its corporate trust business, provided such company shall be a bank or trust company organized under the laws of a state of the United States or a national banking
association and shall be authorized by law to perform all the duties imposed upon it by Master Trust Agreement and any supplement thereto, shall be the successor to the Trustee without
the execution or filing of any paper or the performance of any further act. 610. Addition of Authorized Signature. In case any of the Certificates contemplated to be delivered under
this Master Trust Agreement shall have been executed but not delivered, any successor Trustee may adopt the authorized signature of any predecessor Trustee so executing such Certificates
and deliver such Certificates so executed; and in case any of the said Certificates shall not have been executed, any successor Trustee may execute such Certificates in the name of the
predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said Certificates or in this Master
Trust Agreement and any supplement thereto provided that the certificate of the Trustee shall have. Page 130 of 211
37 611. Indemnification to Trustee. The City has in Section 5.7 of the Master Lease agreed, to the extent permitted by law, including the provisions of Section 768.28 Florida Statutes,
to indemnify and save the Trustee harmless from and against all liabilities, including consequential damages and reasonable legal fees, costs and expenses arising out of the administration
of the trusts pursuant to Master Trust Agreement and any supplement thereto, and all matters concerning the Trustee’s duties and obligations with respect to the Leases and the Assignment
Agreements including the issuance of the Certificates, except in the case of liability, obligations and damages arising out of the Trustee’s negligence or willful misconduct. 612. Obligation
to Act on Defaults. If any Event of Default shall have occurred and be continuing, the Trustee shall, subject to the provisions of Section 501, exercise such of the rights and remedies
vested in it by this Master Trust Agreement and shall use the same degree of care in their exercise as a prudent man would exercise or use in the circumstances in the conduct of his
own affairs; provided that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished
with indemnity satisfactory to it. 613. Intervention by Trustee. The Trustee may intervene, and upon the written request of Certificate holders of a majority in aggregate principal amount
of each Series of Certificates then Outstanding and receipt of indemnity shall intervene, on behalf of Certificate holders or the related Credit Facility Issuer in any judicial proceeding
to which the City or the Corporation is a party and which in the opinion of the Trustee and its attorneys has a substantial bearing on the interests of Certificate holders. The rights
and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. 614. Third Party Beneficiaries. Each Credit Facility Issuer is hereby
expressly recognized as a third party beneficiary to this Master Trust Agreement and, so long as the Credit Facility issued by such Credit Facility Issuer is in effect and the Credit
Facility Issuer is properly honoring drawings thereunder, it shall be entitled to enforce the obligations to the Credit Facility Issuer hereunder of the Corporation and the Trustee and
of the City to the Credit Facility Issuer under the Master Lease. ARTICLE VII AMENDMENTS 701. Mailing. Any provision in this Article for the mailing of a notice or other paper to Certificate
holders of a Series of Certificates shall be fully complied with if it is mailed postage prepaid only (i) to each Holder of Certificates of such Series then Outstanding at his/her address,
if any, appearing upon the registry books of the Trustee, (ii) to the Credit Facility Issuer with respect to such Series of Certificates and (iii) to the Trustee. 702. Power of Amendment.
This Master Trust Agreement and any Supplemental Trust Agreement and the rights and obligations provided hereby may be modified or amended at any time by a Supplemental Trust Agreement,
entered into between the Trustee and the Corporation (with the written consent of the City so long as the Lease Term of the Master Lease shall remain in effect and no default shall have
occurred thereunder) without the consent of any Certificate holders, but only (1) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision
in this Master Trust Agreement and any Supplemental Trust Agreement, or (2) to insert such provisions clarifying matters which they deem necessary or desirable and which are not contrary
to or inconsistent with this Master Trust Agreement and any Supplemental Trust Agreement as theretofore in effect, or (3) to issue one or more Series of Certificates pursuant to Article
III hereof, including any amendment or modification of this Master Trust Agreement and any Supplemental Trust Agreement which would affect only such Series of Certificates, or (4) to
permit a Series of Certificates to be issued in book-entry form with or without physical certificates, (5) to facilitate compliance with modifications to the continuing Page 131 of 211
38 disclosure requirements reflected in Rule 15c 2-12(b)(5) promulgated by the Securities and Exchange Commission, or (6) to make any other modification or amendment that in the judgment
of the Trustee (upon the advice of counsel, if requested) will not have a material adverse effect on the interests of any of the Certificate holders. Any other modification or amendment
of this Master Trust Agreement
and any Supplemental Trust Agreement and of the rights and obligations of the Corporation and of the Holders of the Certificates hereunder, may be made by a Supplemental Trust Agreement,
entered into between the Trustee and the Corporation with the written consent given, as provided in Section 703 hereof but subject to Section 707 hereof, of the Holders of at least a
majority in principal amount of the Certificates Outstanding of each Series at the time such consent is given and who are affected by such modifications or amendments and the written
consent of the City so long as the Lease Term of the Master Lease Lease shall remain in effect and no default shall have occurred thereunder; provided, however, that if any such modification
or amendment will, by its terms, not take effect so long as any affected Certificates remain Outstanding, the consent of the Holders of such Certificates shall not be required and such
Certificates shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Certificates under this Section. No such modification or amendment shall permit a
change in the terms of prepayment or maturity of the principal portion of any Outstanding Certificates or of any installment of the interest portion thereon or a reduction in the principal
portion or the Prepayment Price thereof or in the interest portion thereon or in the consents required for such modifications or amendments without the consent of the Holders of such
Certificates, or shall change or modify any of the rights or obligations of the Trustee without its written assent thereto. The Trustee shall be entitled to receive an opinion of counsel
as to whether or not, in accordance with the foregoing powers of amendment, Certificates of any particular Series or maturity would be affected by any modification or amendment of the
Trust Agreement and any Supplemental Trust Agreement. Copies of all amendments hereto shall be provided to the Rating Agencies, whether effected pursuant to Section 702 or Section 703
hereof. 703. Consent of Certificate Holders. The Trustee and the Corporation (at the direction of the City so long as the Lease Term of the Master Lease shall remain in effect and no
default shall have occurred thereunder) may at any time enter into a Supplemental Trust Agreement making a modification or amendment permitted by the provisions of Section 702 to take
effect when and as provided in this Section but subject to Section 707 hereof. A copy of such Supplemental Trust Agreement (or brief summary thereof or reference thereto in form approved
by the Trustee), together with a request to affected Certificate holders for their consent thereto in form satisfactory to the Trustee, shall be mailed by the Trustee to such Certificate
holders (but failure to mail such copy and request shall not affect the validity of the Supplemental Trust Agreement when consented to as provided in this Section). Such Supplemental
Trust Agreement shall not be effective unless and until (i) there shall have been filed with the Trustee (a) the written consents of Holders of the percentages of Outstanding Certificates
specified in Section 702 and (b) an Opinion of Counsel stating that such Supplemental Trust Agreement has been duly and lawfully entered into by the parties thereto and filed with the
City, the Trustee and the Corporation in accordance with the provisions of the related Trust Agreement, is authorized or permitted by such Trust Agreement, and is valid and binding upon
the parties thereto in accordance with its terms. Each such consent shall be effective only if accompanied by proof of the Holder, at the date of such consent, of the the Certificates
with respect to which such consent is given, which proof shall be such as is permitted by Section 802. A certificate or certificates executed by the Trustee and filed with the City and
the Corporation stating that it has examined such proof and that such proof is sufficient in accordance with Section 802 shall be conclusive that the consents have been given by the
Holders of the Certificates described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the Holder of the Certificates giving such consent and,
anything in Section 802 to the contrary notwithstanding, upon any subsequent Holder of such Certificates and of any Certificates issued in exchange therefor (whether or not such subsequent
Holder thereof has notice thereof) unless such consent is revoked in writing by the Holder of such Certificates giving such consent or a subsequent Holder thereof by filing such revocation
with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section 703 provided for is filed. The fact that a consent has not been revoked Page
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39 may likewise be proved by a certificate of the Trustee filed with the City and the Corporation to the effect that no revocation thereof is on file with the Trustee. At any time after
the Holders of the required percentages in principal amount of Certificates shall have filed their consents to the Supplemental Trust Agreement, the Trustee shall make and file with
the City and the Corporation a written statement that the Holders of such required percentages in principal amount of Certificates have filed such consent. Such written statements shall
be conclusive that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Trust Agreement (which may be referred to as a Supplemental
Trust Agreement entered into by the parties thereto on a stated date, a copy of which is on file with the Trustee) has been consented to by the Holders of the required percentages in
principal amount of Certificates and will be effective as provided in this Section 703, may be given to Certificate holders by the Trustee by mailing such notice to Certificate holders
(but failure to mail such notice shall not prevent such Supplemental Trust Agreement from becoming effective and binding as in this Section 703 provided). A record, consisting of the
certificates or statements required or permitted by this Section 703 to be made by the Trustee, shall be proof of the matters therein stated. Such Supplemental Trust Agreement making
such amendment or modification shall be deemed conclusively binding upon the City and the Corporation, the Trustee and the Holders of all Certificates affected by such Supplemental Trust
Agreement at the expiration of forty (40) days after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a
court of competent jurisdiction setting aside such Supplemental Trust Agreement in a legal action or equitable proceeding for such purpose commenced within such forty (40) day period;
provided, however, that the Trustee, the City and the Corporation during such forty (40) day period and any such further period during which any such action or proceeding may be pending
shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Trust Agreement as they may deem expedient.
704. Modifications by Unanimous Consent. The terms and provisions of the Trust Agreement applicable to a Series of Certificates and the rights and obligations of the Trustee and the
Corporation and of the Holders of the Certificates of such Series hereunder may be modified or amended, with the written consent of the City in any respect upon entering into by the
parties thereto of a Supplemental Trust Agreement and the consent of the Holders of all the Certificates then Outstanding of such Series, such consent to be given as provided in Section
703 except that no notice to Certificate holders by mailing shall be required. 705. Exclusion of Certificates. Certificates owned or held by or for the account of the City shall not
be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Certificates provided for in this Article VII, and the City shall not be entitled with
respect to such Certificates to give any consent or take any other action provided for in this Article. At the time of any consent or other action taken under this Article, the City
shall furnish the Trustee a certificate of an Authorized City Representative, upon which the Trustee may conclusively rely, describing all Certificates so to be excluded. 706. Notation
on Certificates. Certificates executed and delivered after the effective date of any action taken as in this Article VII provided may, and if the Trustee so determines shall, bear a
notation by endorsement or otherwise in form approved by the City, the Corporation and the Trustee as to such action, and in that case upon demand of the Holder of any Certificate Outstanding
at such effective date and presentation of his/her Certificate for the purpose at the designated corporate trust office of the Trustee or upon any transfer or exchange of any Certificate
Outstanding at such effective date, suitable notation shall be made on such Certificate or upon any Certificates issued upon any such transfer or exchange by the Trustee as to any such
action. If the City, the Corporation and the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee, the Corporation and the City to conform to such
action shall be prepared, executed and delivered, and upon demand of the Holder of any Page 133 of 211
40 Certificate then Outstanding shall be exchanged, without cost to such Certificate holder, for Certificates of the same maturity then Outstanding, upon surrender of such Certificates.
707. Credit Facility Issuers Deemed Certificate Holders. Notwithstanding any other provisions of a Trust Agreement, including without limitation this Article VII, whenever the consent
of a Certificate Holder shall be required under a Trust Agreement for any purpose except those modifications or amendments effecting (i) an extension of the maturity of the principal
portion or the interest portion represented by Certificates owned by such Certificate Holder, or (ii) a reduction in the principal portion represented by Certificates owned by such Certificate
Holder or the prepayment premium or the rate of the interest portion represented thereby, or (iii) a preference or priority of any Certificate over any other Certificate of the related
Series, except as provided herein, or (iv) a reduction in the aggregate principal portion of Certificates required for consent to such Supplemental Trust Agreement or that the consent
of the Holders of such Certificates is not required for such amendment or modification, any Certificate insured or guaranteed by a Credit Facility shall be deemed to be owned by the
Credit Facility Issuer issuing such Credit Facility, so long as such Credit Facility Issuer has not defaulted on the obligations under its Credit Facility. ARTICLE VIII MISCELLANEOUS
801. Defeasance. (a) If the principal portion or Prepayment Price of all Certificates, if applicable, and the interest portion due or to become due thereon, shall be paid at the times
and in the manner stipulated in such Certificates and in the related Trust Agreement, and all amounts owing to the Trustee under such Trust Agreement shall have been paid, then the pledge
of the Trust Estate and all covenants, agreements and other obligations of the City under such Trust Agreement in favor of such Certificates shall thereupon cease, terminate and become
void and and be discharged and satisfied. In such event, the Trustee shall cause statements for such period or periods as shall be requested by the City to be prepared and filed with
the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee
shall pay over or deliver to the City all moneys or securities held by it pursuant to such Trust Agreement which are not required for the payment of the principal portion or Prepayment
Price, if applicable, and interest portion due or to become due with respect to such Certificates not theretofore surrendered for such payment or prepayment or for the payment of amounts
owing to any Credit Facility Issuer under a Reimbursement Agreement or as ground rent under any Ground Lease. (b) Certificates for the payment or prepayment of which moneys shall have
been set aside sufficient to pay the principal portion, the Prepayment Price, if applicable, and interest portion to become due to maturity or earlier prepayment, shall be held in trust
by the Trustee as escrow holder (through deposit by the City of funds for such payment or prepayment of the Purchase Option Price of one or more Facilities pursuant to Section 7.3 of
the Master Lease or otherwise) shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 except that the obligation of
the City to make, or cause to be made, Basic Lease Payments from such set-aside amounts shall continue. Any Outstanding Certificates shall, prior to the maturity or Prepayment Date thereof,
be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 if the Trustee shall receive an Opinion of Counsel to that effect and
(a) in case any of said Certificates are to be prepaid on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions in writing from an Authorized
City Representative to mail as provided in Article III a notice of prepayment of such Certificates (other than Certificates which have been purchased by the Trustee at the direction
of the City or purchased or otherwise acquired by the City and delivered to the Trustee as hereinafter provided prior to the mailing of such notice of prepayment) on said date, (b) Page
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41 there shall have been deposited with the Trustee as escrow holder moneys consisting of either cash in an amount which shall be sufficient, or Defeasance Securities the principal of
and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee as escrow holder at the same time, shall be sufficient, to
pay when due the principal portion or Prepayment Price, if applicable, and interest portion due and to become due with respect to said Certificates on or prior to the prepayment date
or maturity date thereof, as the case may be, as verified by a certificate delivered to the Trustee by a firm of independent certified public accountants acceptable to the Trustee, and
(c) in the event said Certificates are not by their terms subject to prepayment within the next succeeding 60 days, the City shall have given the Trustee in form satisfactory to it,
instructions to mail a notice to the Holders of such Certificates that the deposit required by (b) above has been made with the Trustee as escrow holder and that said Certificates are
deemed to have been paid in accordance with this Section 801 and stating such maturity or Prepayment Date upon which moneys are expected to be available for the payment of the principal
or Prepayment Price, if applicable, of said Certificates, other than Certificates which have been purchased by the Trustee at the direction of the City or purchased or otherwise acquired
by the City and delivered to the Trustee as hereinafter provided prior to the mailing of the notice of prepayment referred to in clause (a) above. The Trustee shall, if so directed by
the City (i) prior to the maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii)
prior to the mailing of the notice of prepayment referred to in clause (a) above with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are
to be prepaid on any date prior to their maturity, apply moneys deposited with the Trustee as escrow holder in respect of such Certificates or sell Defeasance Securities so deposited
with the Trustee and apply the proceeds thereof to the purchase of such Certificates and the Trustee shall immediately thereafter cancel all such Certificates so purchased; provided,
however, that the moneys and Defeasance Securities remaining on deposit with the Trustee after the purchase and cancellation of such Certificates shall be sufficient to pay when due
the principal or Prepayment Price, if applicable, of, and interest portion due or to become due with respect to all Certificates, in respect of which such moneys and Defeasance Securities
are being held by the Trustee on or prior to the Prepayment Date or maturity date thereof, as the case may be. If, at any time (i) prior to the maturity date of Certificates deemed to
have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to to the mailing of the notice of prepayment referred to in
clause (a) with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, the City shall purchase
or otherwise acquire any such Certificates and deliver such Certificates to the Trustee prior to their maturity date or Prepayment Date, as the case may be, the Trustee shall immediately
cancel all such Certificates so delivered; such delivery of Certificates to the Trustee shall be accompanied by directions from the City to the Trustee as to the manner in which such
Certificates are to be applied against the obligation to pay or prepay Certificates deemed paid in accordance with this Section 801. The directions given by the City to the Trustee referred
to in the preceding sentences shall also specify the portion, if any, of such Certificates so purchased or delivered and cancelled to be applied against the obligation to pay Certificates
deemed paid in accordance with this Section 801 upon their maturity date or dates and the portion, if any, of such Certificates so purchased or delivered and cancelled to be applied
against the obligation to prepay Certificates deemed paid in accordance with this Section 801 on any date or dates prior to their maturity. In the event that on any date as a result
of any purchases, acquisitions and cancellations of Certificates as provided in this Section 801 the total amount of moneys and Defeasance Securities remaining on deposit with the Trustee
under this Section 801 is in excess of the total amount which would have been required to be deposited with the Trustee on such date in respect of the remaining Certificates in order
to satisfy subclause (b) of this subsection of Section 801, the Trustee shall, if requested by the City, pay the amount of such excess to the City free and clear of any trust, lien,
pledge or assignment securing said Certificates or otherwise existing under the related Trust Agreement. Except as otherwise provided in this subsection of Section 801, neither Defeasance
Securities nor moneys deposited with the Trustee pursuant to this Section 801 nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal portion or Prepayment Page 135 of 211
42 Price, if applicable, and interest portion represented by said Certificates; provided that any cash received from such principal or interest payments on such Defeasance Securities
deposited with the Trustee, (A) to the extent such cash will not be required at any time for such purpose, as verified by a certificate delivered to the Trustee by a firm of independent
certified public accountants acceptable to the Trustee, shall be paid over to the City as received by the Trustee, free and clear of any trust, lien or pledge securing said Certificates
or otherwise existing under the related Trust Agreement, and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested
in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal or Prepayment Price, if applicable, and interest represented by said Certificates on
or prior to such prepayment date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the City, as received by the Trustee,
free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under the related Trust Agreement. (c) Anything in a Trust Agreement to the contrary
notwithstanding, any moneys held by the Trustee in trust for the payment of any of any Certificate which remains unclaimed for six (6) years after the date when such Certificate has
become due and payable, either at their stated maturity dates or by call for prepayment, if such moneys were held by the Trustee at such date, or for six (6) years after the date of
deposit of such moneys if deposited with the Trustee after the said date when such Certificate became due and payable, shall, at the written request of the City be repaid by the Trustee
to the City, as its absolute property and free from trust, and the Trustee and the Corporation shall thereupon be released and discharged with respect thereto and the Certificate holder
shall look look only to the City for the payment of such Certificate; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense
of the City, mail to the person in whose name such Certificate is registered at its address as it appears on the Certificate register maintained by the Trustee a notice to the effect
that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than seven (7) days after the date of said notice, the balance of such moneys
then unclaimed will be returned to the City. 802. Evidence of Signatures of Certificate Holders and Ownership of Certificates. (a) Except as otherwise provided in Section 707 hereof,
any request, consent, revocation of consent or other instrument which a Trust Agreement may require or permit to be signed and executed by the Certificate holders may be in one or more
instruments of similar tenor, and shall be signed or executed by such Certificate holders in person or by their attorneys appointed in writing. Proof of (i) the execution of any such
instrument, or of an instrument appointing any such attorney, or (ii) the holding by any person of the Certificates, shall be sufficient for any purpose of such Trust Agreement (except
as otherwise herein expressly provided) if made in the following manner, or in any other manner satisfactory to the Trustee, which may nevertheless in its discretion require further
or other proof in cases where it deems the same desirable: the fact and date of the execution by any Certificate holder or his/her attorney of such instruments may be proved by a guarantee
of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such
request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where
such execution is by by an officer of a corporation or association or a partner of a partnership, on behalf of such corporation, association or partnership, such signature guarantee,
certificate or affidavit shall also constitute sufficient proof of his/her authority. (b) The ownership of Certificates and the amount, numbers and other identification, and date of
holding the same shall be proved by the register maintained by the Trustee. Page 136 of 211
43 (c) Any request or consent by the Holder of any Certificate shall bind all future Holders of such Certificate or any Certificates issued in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the City, the Corporation or the Trustee in accordance therewith. 803. Moneys Held for Particular Certificates. Subject to Section
801(c) hereof, the amounts held by the Trustee for the payment of the interest portion, principal portion or Prepayment Price due on any date with respect to particular Certificates
shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Certificates entitled thereto. 804. Preservation and
Inspection of Documents. All documents received by the Trustee under the provisions of a Trust Agreement shall be retained in its possession and shall be subject during normal business
hours and upon reasonable prior notice to the inspection of the City and the Corporation, and any Certificate holder and their agents and their representatives, any of whom may at their
own expense make copies thereof. 805. Parties Interest Herein. Subject to Section 614, nothing herein, expressed or implied, is intended or shall be construed to confer upon, or to give
to, any person or corporation, other than the Corporation, the Trustee and the Holders of the Certificates, remedies or claims under or by reason hereof or any covenant, condition or
stipulation thereof; provided that with respect to the provisions hereof which require the Trustee to give notice to the City, obtain the City’s consent, pay or deliver to the City any
moneys held by the Trustee hereunder or grant to the City any right or privilege whatsoever, such provisions shall also be for the benefit of the City and, upon the failure of the Trustee
to comply therewith, the City shall have such rights, remedies and claims as are provided hereunder or by reason hereof or by law. All covenants, stipulations, promises and agreements
herein contained by by and on behalf of the Corporation shall be for the sole and exclusive benefit of the City, the Corporation, the Trustee and the Holders of the Certificates. 806.
Severability. If any one or more of the covenants or agreements provided in a Trust Agreement on the part of the Corporation or the Trustee to be performed should be contrary to law,
then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other
provisions of such Trust Agreement. 807. Recording and Filing. The City shall be responsible for the recording and filing of instruments or documents of further assurance, if any, as
may be required by law in order to effectively convey the interests contemplated by a Trust Agreement. 808. Notices. Unless otherwise specified herein, all notices, requests, demands
or other communications (other than payments by the City) to or upon the respective parties listed below shall be deemed to have been given when delivered to the addressee by hand or
on the third day after deposit in the mails, by first class mail, postage prepaid, return receipt requested, or duly transmitted by facsimile, addressed to them as follows or to such
other address as any of the parties may designate by written notice to the other party: Page 137 of 211
44 Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: President Telephone:
(305) [___]-[____] Facsimile: (305) [___]-[____] City: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: City Manager
Telephone: (305) [___]-[____] Facsimile: (305) [___]-[____] With a Copy to: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention:
City Attorney Telephone: (305) [___]-[____] Facsimile: (305) [___]-[____] Trustee: Wells Fargo Bank, N.A. 301 East Pine Street, Suite 1150 Orlando, Florida 32801 Attention: Corporate
Trust Department Telephone: (407) 514-2568 Facsimile: (407) 514-2575 Page 138 of 211
45 Rating Agencies: Moody’s Investors Service 7 World Trade Center 250 Greenwich Street, 23rd Floor New York, New York 10007 Attention: Municipal Structured Products Group Telephone:
(212) 553-1619 Facsimile: (212) 267-1066 Email: MSPGSurveillance@moodys.com Standard & Poor’s Ratings Services State and Local Government Group 55 Water Street, 38th Floor New York,
New York 10041 Telephone: (212) 438-2000 Facsimile: (212) 438-2151 E-mail: pubfin_structured@sandp.com Fitch Ratings One State Street Plaza
New York, New York 10004 Attention: U.S. Public Finance Telephone: (212) 908-1796 Facsimile: (212) 558-2662 E-mail: [________________] Credit Facility Issuers: As set forth on the Schedule
applicable to the Series of Certificates. Notice shall also be given by the City to the Rating Agencies of the occurrence of any one or more of the following: (i) the appointment of
a Successor Trustee, (ii) the expiration or termination of a Credit Facility, (iii) the prepayment or defeasance of any of the Outstanding Certificates in accordance with Section 801
or 802 hereof or (iv) a material modification of or amendment to a Trust Agreement, the Master Lease, any Ground Lease, any Assignment Agreement, any Lease Schedule or any Credit Facility.
809. Applicable Law. This Master Trust Agreement shall be construed and governed in accordance with the laws of the State of Florida, without regard to conflict of law principles. 810.
Binding on Successors. This Master Trust Agreement shall be binding upon and inure to the benefit of the parties, the Certificate holders and each Credit Facility Issuer and their respective
successors and assigns. 811. Captions. Captions preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience of reference and
shall not constitute a part of this Master Trust Agreement or affect its meaning, construction or effect. 812. Legal Holidays. Unless otherwise provided herein or in any Supplemental
Trust Agreement if the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in a Trust Agreement, is not a Business Day
such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided herein, and no
interest shall accrue on such payments for the period after such date. Page 139 of 211
46 813. Execution in Counterparts. This Master Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but
one and the same instrument. [Remainder of Page Intentionally Left Blank] Page 140 of 211
47 IN WITNESS WHEREOF, the parties have executed this Master Trust Agreement by their duly authorized officers as of the date and year first written above. [SEAL] Attest: By: Ronetta
Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President Page 141 of 211
48 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 142 of 211
49 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this _____ day
of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced identification
______________________________ (Type of Identification Produced) Page 143 of 211
A-1 EXHIBIT A FORM OF CERTIFICATE OF PARTICIPATION Front of Certificate REGISTERED REGISTERED NUMBER ______________ $________________ CERTIFICATE OF PARTICIPATION SERIES _____ Evidencing
an Undivided Proportionate Interest of the Owner Hereof in Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA as Lessee, Pursuant to a Master Lease Purchase Agreement
with Miami Gardens Leasing Corporation, as Lessor INTEREST RATE MATURITY DATE DATED DATE CUSIP NO. ___% REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: [__________________________________________________
_] DOLLARS THIS IS TO CERTIFY THAT the registered owner named above is the owner of this Certificate of Participation, Series ______ (this “Certificate”), evidencing an undivided proportionate
interest in Basic Lease Payments (as set forth in Schedule ____ to the hereinafter mentioned Master Lease Purchase Agreement (collectively, the “Series ______ Lease”)) to be made by
the City of Miami Garden, Florida (the “City”) pursuant to the Master Lease Lease Purchase Agreement, dated as of [November 1, 2010] (the “Master Lease”), between Miami Gardens Leasing
Corporation, a not-for-profit corporation duly organized and existing under the laws of the State of Florida, as lessor (the “Corporation”), and the City, as lessee. Under a Series ______
Assignment Agreement dated as of ____________, 20__ (the “Assignment Agreement”) entered into by and between the Corporation and Wells Fargo Bank, N.A., Orlando, Florida, as trustee
(such bank and any successor thereto hereinafter called the “Trustee”), the Corporation has transferred to the Trustee, for the benefit of the Certificate Holders, all of its rights
under the Series ______ Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to the Series ______ Facilities under Section 6.1
of the Master Lease and its right to receive notices under the Master Lease) including its rights to receive Basic Lease Payments thereunder, with respect to the Series _______ Facilities
identified in said Schedule ______ (the “Series Facilities”). The registered owner of this Certificate (“Certificate Holder”) is entitled to receive, subject to the terms of the Master
Lease and the Trust Agreement (hereinafter defined), on the maturity date specified above (the “Maturity Date”), unless prepaid prior thereto as provided herein, the principal sum specified
above, representing the portion of the Basic Lease Payments designated as principal and coming due on the Maturity Date, and to receive on [________ 1] and [_________ 1] of each year,
commencing ______________, ____, to and including the final Maturity Date or the date of prepayment, whichever is earlier, the interest portion of the Basic Lease Payments payable to
Certificate Holders on such dates. Said amounts are payable in lawful money of the United States of America. Except as otherwise provided in connection with the maintenance of a book-entry-only
system of registration of the Series _____ Certificates, the amounts representing principal portion and Prepayment Price shall be payable at the designated corporate trust office of
the Trustee and the amounts representing interest portion shall be payable by check or draft of the Trustee mailed to the registered owner at the address of the registered owner as it
shall appear on the registration books maintained by the Trustee as of the 15th day of the Page 144 of 211
A-2 month next preceding the month in which such payment is due. Such interest portion may be paid by wire transfer to a bank within the United States for the registered owners of $1,000,000
or more upon their request in writing received at least 15 days prior to any Payment Date. The Basic Lease Payments are payable from funds appropriated by the City for such purpose from
revenues of the City legally available in any Fiscal Year to make Lease Payments. The City is not legally required to appropriate moneys for this purpose. NONE OF THE CITY, THE STATE
OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED BY THE CITY, ANY SUMS DUE UNDER THE SERIES _______ LEASE
FROM ANY SOURCE OF TAXATION, AND THE FULL FAITH AND CREDIT OF NEITHER THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE THEREUNDER
AND SUCH SUMS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION
OR LIMITATION. THE TRUSTEE HAS NO OBLIGATION OR LIABILITY TO MAKE PAYMENTS WITH RESPECT TO THIS CERTIFICATE EXCEPT FROM FUNDS RECEIVED BY IT PURSUANT TO THE TRUST AGREEMENT (DEFINED
BELOW). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Trust Agreement. All amounts payable by the Trustee with respect
to this Certificate shall be paid from (i) the Basic Lease Payments received by the Trustee from the City pursuant to the terms of the Series ____ Lease, (ii) all amounts from time to
time deposited in the funds and accounts created under the Master Trust Agreement dated as of [November 1, 2010] (as the same may be amended from time to time, the “Master Trust Agreement”
and as amended by the Series _____ Supplemental Trust Agreement, dated as of ____________, 20__, the “Trust Agreement”), between the Corporation and the Trustee, including investment
earnings; (iii) any proceeds received by the Trustee upon the sale, re-letting or other disposition of the Series ______ Facilities or the pursuit of any other remedy pursuant to the
Master Lease, and (iv) Net Proceeds resulting from any insurance or other financial guaranty claim or payment or any claim or condemnation award payable with respect to the Series ______
Facilities pursuant to the Master Lease and the Trust Agreement, but only to the extent that the Trustee shall have actually received sufficient income or proceeds from the Trust Estate
(defined in the Trust Agreement) to make such payments. It is provided in the Master Lease that the cost and expense of the performance by the City of its obligations thereunder including,
without limitation, the payment of all Basic Lease Payments and all other amounts required to be paid by the City thereunder, shall be subject to and dependent upon appropriations being
duly made from time to time by the City for such purposes or other amounts being lawfully available therefor. The payment of the principal portion and interest portion of the Basic Lease
Payments represented by the Certificates is not a liability or charge upon the credit of the Trustee or the Corporation, and neither the Trustee nor the Corporation has any obligation
to make such payments, other than the Trustee’s obligation to make such payments from the income from and proceeds of the sources described above. This Certificate has been executed
by the Trustee pursuant to the Trust Agreement. Copies of the Trust Agreement and the Series ______ Lease are on file at the designated corporate trust office of the Trustee, and reference
to the Trust Agreement and the Series ______ Lease and any and all supplements or amendments thereto is made for a description of the funds and accounts established under the Trust Agreement
for the purpose of securing the Certificates, the agreements and covenants of the City in the Series ______ Lease with respect to the Series _____ Project and Basic Lease Payments to
be made by Page 145 of 211
A-3 the City, the nature, extent and manner of enforcement of such agreements and covenants, the rights and remedies of the Certificate Holders with respect thereto, certain limitations
relating to the issuance of additional Series of Certificates under the Trust Agreement, the manner in which the terms of the Trust Agreement may be amended, and the other terms and
conditions upon which the Certificates are delivered thereunder. Reference is hereby made to the Trust Agreement and any and all supplements, modifications or amendments thereof for
a description of the pledge of the Trust Estate and assignment and covenants securing the Certificates, the nature, extent and manner of enforcement of such pledge, the rights and remedies
of the Holders of the Certificates with respect thereto, the terms and conditions upon which the Holders of the Certificates shall cease to be entitled to any lien, benefit or security
under the Trust Agreement and for the other terms and provisions thereof and the pledge of the Trust Estate and the terms and conditions upon which all covenants of the Trustee to the
Holders of such Certificates shall thereupon cease, terminate and become void and be discharged and satisfied. All covenants, agreements and obligations of the City under the Series
_____ Lease with respect to the Series _____ Facilities or a portion thereof may be discharged and satisfied prior to the maturity or prepayment of this Certificate if moneys or certain
specified securities have been deposited with the Trustee in the manner provided in the Trust Agreement. This Certificate shall be issued initially pursuant to a book-entry-only system
administered by The Depository Trust Company, New York, New York (“DTC”), which shall act as securities depository for the Certificates, with no physical distribution of certificates
to be made. Any provisions of the Trust Agreement or this Certificate requiring physical delivery of Certificates shall, under the book-entry-only system, be deemed to be satisfied by
a notation on the the records maintained by DTC of ownership interests of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly (“Indirect Participants”). DTC Participants and Indirect Participants will be responsible for maintaining records with respect to
the beneficial ownership interests of individual purchasers of the Certificates (“Beneficial Owners”). This Certificate shall initially be issued in the name of Cede & Co. as nominee
for DTC, and so long as this Certificate is held in book-entry-only form Cede & Co. shall be considered the registered owner for all purposes hereof, including the payment of principal
and interest portions of Basic Lease Payments represented by this Certificate. Payment to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect
Participants, and by DTC Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC,
the Trustee, the Corporation or the City. This Certificate shall be transferable upon the registration books of the Trustee, which shall be kept at the designated corporate trust office
of the Trustee upon payment of any charges required. Except when registration of the Certificates is being maintained by persons to a book-entry-only system, the Certificate Holder may
transfer this Certificate in person or by such Certificate Holder’s attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory
to the Trustee duly executed by the Certificate Holder or such Certificate Holder’s duly authorized attorney. Upon the transfer of this Certificate, the Trustee shall deliver in the
name of the transferee a new Certificate or Certificates of the same aggregate principal amount and maturity as the surrendered Certificate. The Trustee may deem and treat the person
in whose name this Certificate is registered upon the register of the Trustee as the absolute owner hereof for all purposes, and all such payments so made to any such Certificate Holder
or upon such Certificate Holder’s order shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and the Trustee
shall not be affected by any notice to the contrary. Page 146 of 211
A-4 The Certificates shall be delivered in registered form in the denominations of $5,000 or any integral multiple of $5,000. The Certificates, upon surrender thereof at the designated
corporate trust office of the Trustee with a written instruction satisfactory to the Trustee, duly executed by the Certificate Holder or such Certificate Holder’s attorney duly authorized
in writing, may, at the option of the Certificate Holder and upon payment by such Certificate Holder of any charges which the Trustee may make as provided in the Trust Agreement, be
exchanged for an equal aggregate principal amount of registered Certificates of the same maturity of any other authorized denominations. Optional Prepayment: Certificates maturing on
or after ___________, 20__, shall be subject to prepayment on or after ___________, 20__, if the City elects to prepay the principal portion of Basic Lease Payments due under the Series
_____ Lease in whole or in part at any time, and if in part, in such order of maturity of Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments
under the Series _____ Lease as shall be designated by the City to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price expressed
as a percentage of the principal portion of Basic Lease Payments represented by the Certificates or portions thereof to be prepaid as set forth opposite such period in the following
table, plus the interest accrued to the Prepayment Date: Prepayment Period (Both Dates Inclusive) Prepayment Price _________, 20__, through _________, 20__ % _________, 20__, through
_________, 20__ _________, ____, and thereafter Extraordinary Prepayment: (i) Certificates shall be subject to prepayment in whole or in part at any time and if in part, in such order
of maturity of Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series _____ Lease as shall be designated by the City to be
prepaid, and by lot within a maturity in such manner as the Trustee shall determine to be fair and appropriate, in an amount equal to the principal portion of Basic Lease Payments prepaid
under the Series _____ Lease, at a Prepayment Price of par plus the interest accrued to the Prepayment Date, if (A) there are Net Proceeds equal to or greater than ten percent (10%)
of the remaining principal portion of the Basic Lease Payments relating to the Series _____ Facilities as a result of damage, destruction or condemnation of any portion of the Series
_____ Facilities and an election is made by the City under Section 5.4(b) of the Master Lease to apply the amount to the prepayment in part of the principal portions of Basic Lease Payments
relating to the Series _____ Facilities and represented by the Certificates, or (B) upon delivery by the City of a Certificate of Acceptance indicating completion of the acquisition,
construction, installation and payment of all costs of the Series _____ Facilities, there shall remain in the Series _____ Acquisition Account an amount greater than the amount of Basic
Lease Payments coming due in the immediately following Fiscal Year under the Series _____ Lease, to the extent and in the amount which exceeds the amount of Basic Lease Payments coming
due in the immediately following Fiscal Year. (ii) At the election of the Series _____ Credit Facility Issuer, Certificates shall be subject to prepayment in whole at any time, at a
Prepayment Price of par plus the interest accrued to the Prepayment Date, if the Lease Term of all Leases is terminated for the reasons referred to in Section 4.1(b) or 4.1(c) of the
Master Lease. Mandatory Sinking Fund Prepayment: Certificates maturing on ___________, ____, are subject to mandatory prepayment prior to maturity in part, from payments of the principal
portion of Basic Lease Payments as set forth in the Series _____ Lease, through the operation of a sinking fund on each Page 147 of 211
A-5 ___________, in the years and in the following amounts set forth below at a Prepayment Price of par plus the interest accrued to the Prepayment Date. [ ] 1 of the Year Principal
Amount ____ $ ____ ____ ____ ____* ___________________ * Final Maturity. If less than all the Certificates of like maturity shall be called for prepayment, the particular Certificates
or portions thereof to be prepaid shall be selected by lot by the Trustee in such manner as the Trustee shall deem fair and appropriate. The portion of any Certificate of a denomination
of more than $5,000 to be prepaid shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions of such Certificates for prepayment, the Trustee
shall treat each such Certificate as representing that number of Certificates in $5,000 denominations which is obtained by dividing the principal amount of such Certificate to be prepaid
in part by $5,000. Interest represented by Certificates so prepaid shall be paid from the amount then available to prepay Certificates. When prepayment of Certificates is required pursuant
to the Trust Agreement, the Trustee shall give notice of the prepayment of such Certificates, which notice shall specify the maturities of the Certificates to be prepaid, the CUSIP numbers
(which shall be for informational purposes only and shall not affect the validity of such notice) the prepayment date and the place or places where amounts due upon such prepayment will
be payable and, if less than all of the Certificates are to be prepaid, the letters and numbers or other distinguishing marks of such Certificates to be prepaid, and, in the case of
Certificates to be prepaid in part only, such notice shall also specify the respective portions of the principal amount thereof to be prepaid. Such notice shall further state that on
such date there shall become due and payable upon each Certificate to be prepaid the Prepayment Price thereof, or the Prepayment Price of the specified portions of the principal thereof
in the case of Certificates to be prepaid in part only, together with interest accrued to the prepayment date, and that from and after such date interest thereon shall cease to accrue
and be payable. The Trustee shall mail a copy of such notice, postage prepaid, not less than 30 days before the prepayment date in the case of optional prepayment, extraordinary prepayment
resulting from damage, destruction or condemnation of Facilities or mandatory sinking fund prepayment for the Certificates to be prepaid and not less than 5 days nor more than 10 days
before the Prepayment Date in the case of extraordinary prepayment resulting from termination of all Leases as a result of nonappropriation or default by the City, to the Certificate
Holders of any Certificates or portions thereof which are to be prepaid, at their last addresses appearing upon the registry books, but any defect in the notice to a particular Certificate
Holder shall not affect the validity of the proceedings for the prepayment of other Certificates Notice, to the extent available, of such prepayment shall be provided to any depository
not less than two days prior to mailing of such notice. THE OBLIGATION OF THE CITY TO MAKE BASIC LEASE PAYMENTS UNDER SCHEDULE _____ OF THE MASTER LEASE IS A LIMITED OBLIGATION, SUBJECT
TO ANNUAL APPROPRIATION BY THE CITY, AS HERETOFORE PROVIDED IN THIS CERTIFICATE. [Remainder of Page Intentionally Left Blank] Page 148 of 211
A-6 IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and laws of the State of Florida and the Trust Agreement to exist,
to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate have happened and have been performed in due time, form
and manner as required by law. IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an Authorized Signatory of the Trustee, not in its individual capacity,
but solely as Trustee under the Trust Agreement. WELLS FARGO BANK, N.A., as Trustee By: Date: _______________________ *************************************** Form of Opinion of Special
Counsel *************************************** Statement of Insurance *************************************** Page 149 of 211
A-7 ASSIGNMENT For value received _____________________ the undersigned does hereby sell, assign and transfer unto the within-mentioned Certificate and hereby irrevocably constitutes
and appoints ________________________ attorney, to transfer the same on the Certificate register of the Trustee with full power of substitution in the premises. Dated: ______________________________
Signature Guaranteed: _______________ NOTE: The signature on this Assignment must correspond with the name as written on the face of the within-mentioned Certificate in every particular
without alteration or enlargement or any change whatsoever Social Security or Other Identifying Number of Transferee: _______________ The following abbreviations, when used in the inscription
on the face of the within Certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -as tenants in common TEN ENT -as
tenants by the entireties JT TEN -as joint tenants with the rights of survivorship and not as tenants in common UNIFORM GIFT MIN ACT -_____________ Custodian ________________ (Cust)
(Minor) under Uniform Gifts to Minors Act ________________________ (State) Additional abbreviations may also be used though not in the above list. Page 150 of 211
B-1 EXHIBIT B FORM OF REQUISITION (COSTS OF FACILITIES) REQUISITION NO. _______ $______________ CERTIFICATES OF PARTICIPATION SERIES ______ Evidencing Undivided Proportionate Interest
of the Owners Thereof in Basic Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor TO: Wells Fargo Bank, N.A., as Trustee under the Master Trust Agreement dated as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by a Series ______ Supplemental
Trust Agreement dated as of __________, 20__ (collectively the “Trust Agreement”), each by and between Miami Gardens Leasing Corporation and the Trustee This Requisition is made pursuant
to Section 402(c) of this Master Trust Agreement to pay Costs of the Series _______ Facilities. The Trustee is hereby directed to pay sums out of the Series ________ Acquisition Account
as follows: Name and Address of Payee Purpose of Payment Amount TOTAL: The undersigned undersigned hereby certifies that (a) each obligation, item of cost or expense herein has been
properly incurred, (b) each obligation, item of cost or expense herein is an item of the Cost of the Series _____ Facilities and has not been the basis of any previous withdrawal, and
(c) such payment will not cause the balance remaining in the Series Acquisition Account after such payment to be less than the amount necessary to pay the remaining estimated Costs to
be paid from the Series _____ Acquisition Account, or sufficient other moneys are available therefor. Dated: ________________________ By: ___________________________________ Authorized
City Representative Page 151 of 211
C-1 EXHIBIT C FORM OF REQUISITION (COSTS OF ISSUANCE) REQUISITION NO. _________ $______________ CERTIFICATES OF PARTICIPATION SERIES ______ Evidencing Undivided Proportionate Interests
of the Owners Thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor TO: Wells Fargo Bank, N.A., as Trustee under the Master Trust Agreement dated as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by a Series ______ Supplemental
Trust Agreement dated as of __________, 20__ (collectively
the “Trust Agreement”), each by and between Miami Gardens Leasing Corporation and the Trustee This Requisition is made pursuant to Section 402(d) of this Master Trust Agreement to pay
Costs of Issuance of the Certificates. The Trustee is hereby directed to pay sums out of the Cost of Issuance Subaccount in the Series ______ Acquisition Account as follows: Name and
Address of Payee Purpose of Payment Amount TOTAL: The undersigned hereby certifies that each payment obligation has been properly incurred, is a Cost of Issuance and has not been the
basis of a previous withdrawal. Dated: ________________________ By: __________________________________ Authorized City Representative MIA 181,270,460v5122872.010100 Page 152 of 211
EXHIBIT E FORM OF SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT Page 153 of 211
SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT by and between MIAMI GARDENS LEASING CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of [November 1, 2010] Page 154 of 211
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 101. DEFINITIONS..........................................................................................................................2
ARTICLE II THE SERIES 2010A CERTIFICATES SECTION 201. AUTHORIZATION OF SERIES 2010A CERTIFICATES ....................................................6 SECTION 202. ISSUANCE OF SERIES
2010A CERTIFICATES ...................................................9 SECTION 203. SERIES 2010A PROJECT........................................................................................10
ARTICLE III PREPAYMENTS SECTION 301. EXTRAORDINARY PREPAYMENT OF SERIES 2010A CERTIFICATES.......................................................................................................10
SECTION 302. OPTIONAL PREPAYMENT...................................................................................10 ARTICLE IV ESTABLISHMENT OF ACCOUNTS; APPLICATION OF SERIES 2010A
CERTIFICATE PROCEEDS SECTION 401. ESTABLISHMENT OF ACCOUNTS.....................................................................11 SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2010A
CERTIFICATES.......................................................................................................11 SECTION 403. DISPOSITION OF FEDERAL SUBSIDY PAYMENTS ............................
...........11 ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2010A CERTIFICATES SECTION 501. SERIES 2010A CREDIT FACILITY.......................................................................
12 SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES 2010A CREDIT FACILITY ISSUER......................................................................12 SECTION 503. CLAIMS UPON
THE SERIES 2010A CREDIT FACILITY. ................................12 SECTION 504. CONTINUING DISCLOSURE................................................................................12
SECTION 505. PROVISIONS OF TRUST AGREEMENT NOT OTHERWISE MODIFIED ...............................................................................................................13 SECTION
506. COUNTERPARTS ...................................................................................................13 SECTION 507. HEADINGS .........................................................
.....................................................13 SECTION 508. LAWS........................................................................................................................13
SECTION 509. NOTICES..................................................................................................................13 Page 155 of 211
1 THIS SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT, dated as of [November 1, 2010] (the “Series 2010A Supplemental Trust Agreement”), supplementing the Master Trust Agreement, dated as
of [November 1, 2010] (the “Master Trust Agreement” and together with this Series 2010A Supplemental Trust Agreement, the “Trust Agreement”), each by and between MIAMI GARDENS LEASING
CORPORATION, a not-for-profit corporation, duly organized and existing under the laws of the State of Florida, as lessor under the within mentioned Master Lease, and WELLS FARGO BANK,
N.A., a national banking association with corporate trust powers qualified to accept trusts of the type set forth in the Trust Agreement, with its designated corporate trust office in
Orlando, Florida (the “Trustee”). W I T N E S S E T H: WHEREAS, the City of Miami Gardens, Florida (the “City”) has deemed it to be in its best interest to lease-purchase certain real
and personal property from time to time and has entered into a Master Lease Purchase Agreement, dated as of the date hereof (the “Master Lease”), between the Corporation, as lessor,
and the City, as lessee; and WHEREAS, pursuant to the Master Lease, the City may from time to time, by execution of a Schedule to the Master Lease, direct the Corporation to acquire,
construct and lease-purchase to the City the items of real or personal property described in such Schedule (which items of property are collectively referred to herein as “Facilities”);
and WHEREAS, provision for the payment of the cost of acquiring, constructing and installing such Facilities may be made by the issuance and sale from time to time of one or more Series
(as defined in the Trust Agreement) of certificates of participation issued under the Trust Agreement (the “Certificates”), which shall be secured by and be payable from Basic Lease
Payments to be made by the City pursuant to the Master Lease and related Schedules; and WHEREAS, the Trustee, at the direction of the Corporation, shall issue Series of Certificates
from time to time to provide funds for the lease purchase financing of certain Facilities and the refinancing of the lease-purchase of other Facilities; and WHEREAS, the Trustee, at
the request of the Corporation, has agreed to issue a Series of Certificates to provide funds for the lease purchase financing of Series 2010A Facilities (as hereinafter defined); and
WHEREAS, each Series of Certificates shall be secured independently from each other Series of Certificates, except as otherwise provided in the Trust Agreement; and WHEREAS, the City
and the Corporation have executed (i) the Series 2010A Ground Lease (the “Series 2010A Ground Lease”) and (ii) Schedule 2010A, dated as of the date hereof, to lease-purchase the Series
2010A Facilities (as hereinafter defined); and WHEREAS, the Corporation has assigned to the Trustee all of its right, title and interest in and to the Series 2010A Ground Lease and the
Series 2010A Lease (as hereinafter defined) and the Lease Payments (as defined in the Trust Agreement), other than its rights to indemnification and to receive notices and its right
to hold title to the Series 2010A Facilities, pursuant to the Series 2010A Assignment Agreement, dated as of [November 1, 2010] (the “Series 2010A Assignment Agreement”), between the
Corporation and the Trustee; and Page 156 of 211
2 WHEREAS, the Trustee has received an order from an Authorized Corporation Representative relating to the issuance of $[Par Amount] aggregate principal amount of Certificates of Participation,
Series 2010A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A Certificates”), to be further designated (i) $[__________] Certificates of Participation,
Series 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-1 Certificates”) and (ii) $[__________] Certificates of Participation, Series 2010A-2 (Federally
Taxable -Build America Bonds -Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida,
as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-2 Certificates”); and WHEREAS, the proceeds of the Series
2010A Certificates shall be used pursuant to the Trust Agreement, as supplemented hereby, to finance the acquisition, construction and installation of the Series 2010A Facilities and
to pay costs of issuance of the Series 2010A Certificates; and WHEREAS, the Series 2010A Certificates shall be secured in the manner provided in the Trust Agreement and shall have the
terms and provisions contained in this Series 2010A Supplemental Trust Agreement; and WHEREAS, all things necessary to make the Series 2010A Certificates, when executed by the Trustee
and issued as provided herein and in the Trust Agreement, the valid, binding and legal obligations according to the terms thereof, have been done and performed, and the creation, execution
and delivery of this Series 2010A Supplemental Trust Agreement, and the creation, execution and issuance of the Series 2010A Certificates subject to the terms thereof, have in all respects
been duly authorized; NOW, THEREFORE, THIS SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT WITNESSETH: ARTICLE I DEFINITIONS SECTION 101. DEFINITIONS. Words and terms that are defined in the
Master Trust Agreement, shall have the same meanings ascribed to them when used herein, unless the context or use indicates a different meaning or intent. In addition to the words and
terms elsewhere defined in this Series 2010A Supplemental Trust Agreement, the following words and terms as used in this Series 2010A Supplemental Trust Agreement shall have the following
meaning unless the context or use indicates another or different meaning or intent: “Build America Bonds” shall have the meaning ascribed thereto in IRS Notice 2009-26 published in Internal
Revenue Bulletin 2009-16 dated April 20, 2009. “Business Day” means a day other than (a) a Saturday, Sunday or day on which banks in the State of New York or banks located in each of
the cities in which the designated corporate office of the Trustee and the Series 2010A Credit Facility Issuer is located are required or authorized by law or executive order to close
for business, and (b) a day on which The New York Stock Exchange is closed. Page 157 of 211
3 “Closing Date” means the date of delivery of the Series 2010A Certificates to the respective Series 2010A Underwriter against payment therefor. “Comparable Treasury Issue” shall mean,
with respect to any Prepayment Date for a particular Series 2010A-2 Certificate, the U.S. Treasury security or securities selected by the Designated Investment Banker which has an actual
or interpolated maturity comparable to the remaining average life, as of the Prepayment Date, of the Series 2010A-2 Certificates to be prepaid, and that would be utilized in accordance
with customary financial practice in pricing new issues of debt securities of comparable maturity to the remaining average life, as of the Prepayment Date, of the Series 2010A-2 Certificates
to be prepaid. “Comparable Treasury Price” shall mean, with respect to any Prepayment Date for a particular Series 2010A-2 Certificate, (a) if the Designated Investment Banker receives
at least four Reference Treasury Dealer Quotations, the average of such quotations for the date on which such Series 2010A-2 Certificates are to be prepaid, after excluding the highest
and the lowest Reference Treasury Dealer Quotations, or (b) if the Designated Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all such
quotations. “Designated Investment Banker” shall mean one of the Reference Treasury Dealers designated by the City. “Disclosure Agreement” means that certain Continuing Disclosure Agreement
dated [Closing Date] executed and delivered by the City in connection with the issuance of the Series 2010A Certificates. “Extraordinary Event” will have occurred if (a) the City determines
that a material adverse change has occurred to Section 54AA and Section 6431 of the Code or other applicable provisions of the Code pursuant to which the Federal Subsidy Payments are
reduced or eliminated or (b) a determination is made by the Internal Revenue Service or the Department of Treasury or any court of competent jurisdiction, which determination is not
not the result of an act or omission by the City, pursuant to which the Federal Subsidy Payments are reduced or eliminated. “Favorable Opinion” means an opinion of Special Counsel, addressed
to the City and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the Trust Agreement and will not adversely affect the excludability from
gross income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Series 2010A-1 Certificates. “Federal Subsidy Payments” means the cash
subsidy payments received by the City from the United States Department of the Treasury with respect to the portion of the Series 2010A Lease designated as Build America Bonds. “Financing
Documents” means collectively, the Series 2010A Lease, the Master Trust Agreement, this Series 2010A Supplemental Trust Agreement, the Series 2010A Ground Lease and the Series 2010A
Assignment Agreement, each as be amended from time to time. “Fitch” means Fitch Ratings. “Interest Payment Date” means (a) each June 1 and December 1, commencing [December 1, 2010],
(b) with respect to any Series 2010A Certificates which are to be prepaid, any date on which such prepayment is made, and (c) the applicable Maturity Date. “Maturity Date” means, as
applicable, June 1 of the years 20[__] through 20[__], inclusive. Page 158 of 211
4 “Moody’s” means Moody’s Investors Service, Inc. “Participating Underwriter” means any of the original underwriters of the Series 2010A Certificates required to comply with the Rule
in connection with the offering of the Series 2010A Certificates. “Rating Agency” means each of Moody’s, S&P, Fitch and any other nationally recognized rating service not unacceptable
to the Series 2010A Credit Facility Issuer which, at the request of the City, shall have provided a rating on any Outstanding Series 2010A Certificates. “Record Date” means the fifteenth
calendar day, whether or not a Business Day, of the month preceding an Interest Payment Date. “Reference Treasury Dealer” shall mean a firm, specified by the City from time to time,
that is a primary U.S. government securities dealers in the City of New York, New York; provided, however, that if any such firm ceases to be such a primary treasury dealer, the City
will substitute another primary treasury dealer for such firm. “Reference Treasury Dealer Quotations” shall mean with respect to each Reference Treasury Dealer and any Prepayment Date
for a particular Series 2010A-2 Certificate, the average, as determined by the Designated Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount), quoted in writing to the Designated Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding the date on which the Series 2010A-2 Certificates are to be prepaid. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time. “Series 2010A-1 Certificates” means $[________] Certificates of Participation, Series 2010A-1 Evidencing
Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement
with Miami Gardens Leasing Corporation, as Lessor. “Series 2010A-2 Certificates” means the $[__________] Certificates of Participation, Series 2010A-2 (Federally Taxable -Build America
Bonds -Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant
to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor. “Series 2010A Acquisition Account” means the Series 2010A Acquisition Account established in Section
401 hereof. “Series 2010A Assignment Agreement” means the Series 2010A Assignment Agreement dated as of [November 1, 2010] pursuant to which the Corporation has assigned to the Trustee
all of its right, title and interest in and to the Series 2010A Ground Lease and the Series 2010A Lease, except as otherwise provided therein. “Series 2010A Capitalized Interest Subaccount”
means the Series 2010A Capitalized Interest Subaccount established in Section 401 hereof. Page 159 of 211
5 “Series 2010A Certificates” means the $[Par Amount] Certificates of Participation, Series 2010A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments
to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, comprised of the Series
2010A-1 Certificates and Series 2010A-2 Certificates. “Series 2010A Cost of Issuance Subaccount” means the Series 2010A Cost of Issuance Subaccount within the Series 2010A Acquisition
Account established in Section 401 hereof. “Series 2010A Credit Facility” means the municipal bond new issue insurance policy issued by the Series 2010A Credit Facility Issuer on [Closing
Date], guaranteeing payment of the principal and interest portion of Basic Lease Payments represented by the Series 2010A Certificates when due. “Series 2010A Credit Facility Issuer”
means [Insurer], a [_______] insurance corporation, or any successor thereto. “Series 2010A Facilities” means the Facilities described in Schedule 2010A to the Master Lease. “Series
2010A Facility Sites” means the Facility Sites to be ground leased by the City to the Corporation pursuant to the Series 2010A Ground Lease, as the same may be amended or supplemented
from time to time. “Series 2010A Ground Lease” means the Series 2010A Ground Lease, dated as of [November 1, 2010], between the City and the Corporation, as the same may be amended or
supplemented from time to time with respect to the Series 2010A Facility Sites. “Series 2010A Lease Payment Account” means the Series 2010A Lease Payment Account established in Section
401 hereof. “Series 2010A Prepayment Account” means the Series 2010A Prepayment Account established in Section 401 hereof. “Series 2010A Project” means the lease purchase financing,
acquisition, construction and installation of the Series 2010A Facilities, the leasing of the Series 2010A Facility Sites by the City to the Corporation pursuant to the Series 2010A
Ground Lease and the the subleasing of the Series 2010A Facility Sites, and the leasing of the Series 2010A Facilities to, the City pursuant to the Series 2010A Lease. “Series 2010A
Lease” means the Master Lease, as supplemented by Schedule 2010A. “Series 2010A Underwriter” means Loop Capital Markets LLC. “S&P” means Standard & Poor’s Rating Services, a division
of the McGraw Hill Companies, Inc. “Tax Certificate” means one or more Arbitrage and Tax Certificates prepared by Special Counsel, dated the date of the original issuance and delivery
of the Series 2010A Certificates, executed by the Mayor, Vice Mayor or City Manager and acknowledged by the Finance Director, regarding, among other things, restrictions related to rebate
of arbitrage earnings to the United States of America and (i) with respect to the Tax-Exempt Obligations and the Series 2010A-1 Certificates, the restrictions prescribed by the Code
in order for the interest portion of Basic Lease Payments represented by the Tax-Exempt Certificates to remain excludable from gross income for federal income tax purposes, and (ii)
Page 160 of 211
6 with respect to the portion of the Series 2010A Lease designated as Build America Bonds and the Basic Lease Payments represented by the Series 2010A-2 Certificates, the restrictions
prescribed by the Code in order for the City to receive the Federal Subsidy Payments. “Treasury Rate” shall mean, as of any Prepayment Date, the rate per annum, expressed as a percentage
of the Principal Component of Series 2010A-2 Certificates to be prepaid, equal to the semiannual equivalent yield to maturity or interpolated maturity of the Comparable Treasury Issue,
assuming that the Comparable Treasury Issue is purchased on the Prepayment Date for a price equal to the Comparable Treasury Price, as calculated by the Designated Investment Banker.
ARTICLE II THE SERIES 2010A CERTIFICATES SECTION 201. AUTHORIZATION OF SERIES 2010A CERTIFICATES. (a) There is hereby created a Series of Certificates to be issued under the Trust Agreement
to be known as “Certificates of Participation, Series 2010A, Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami
Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”, to be further designated (i) “Certificates of Participation,
Series 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”, and (ii) “Certificates of Participation, Series 2010A-2 (Federally Taxable -Build America Bonds -Direct Payment)
Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase
Agreement with Miami Gardens Leasing Corporation, as Lessor”. The Series 2010A-1 shall be issued as Tax-Exempt Certificates and the Series 2010A-2 Certificates shall be issued as as
Taxable Certificates. The Series 2010A Certificates shall be issued for the purpose of (i) financing the acquisition, construction, installation and equipping of the Series 2010A Facilities,
(ii) paying capitalized interest on the Series 2010A Certificates and (iii) paying Costs of Issuance of the Series 2010A Certificates. (b) The principal portion represented by the Series
2010A Certificates due at maturity or upon prepayment thereof shall represent undivided proportionate interests in the principal portion of the Basic Lease Payments due on each of the
Lease Payment Dates set forth on Schedule 2010A to the Master Lease. (c) The interest portion represented by the Series 2010A Certificates shall be payable on each Interest Payment Date
as set forth herein. Said interest shall represent an undivided proportionate interest in the interest portion of Basic Lease Payments due on each Lease Payment Date as set forth on
Schedule 2010A to the Master Lease, to and including the maturity or earlier prepayment date of each Series 2010A Certificate. (d) Unless the Corporation shall otherwise direct, the
Series 2010A Certificates shall be lettered and numbered in such manner as the Trustee shall deem adequate and appropriate. (e) The Series 2010A Certificates shall be dated as of the
Closing Date and shall also show the date of authentication thereof. The interest portion of Basic Lease Payments represented by the Series 2010A Certificates shall be payable from the
Interest Payment Date next preceding the date of execution and delivery to which payment has been made or provided for, unless a Series 2010A Certificate is issued prior to the Interest
Payment Date next succeeding the Closing Date, in which case such Series 2010A Certificate shall represent the right to receive interest from the Closing Date. The Series 2010A Page
161 of 211
7 Certificates shall initially be issued in the aggregate principal amount of $[Par Amount], comprised of $[_______] aggregate principal amount of Series 2010A-1 Certificates and $[_______]
aggregate principal amount of Series 2010A-2 Certificates. The Series 2010A-1 Certificates shall mature on June 1 in the years and in the principal amounts set forth below, and shall
represent the right to receive interest at the annual rates, calculated on the basis of a 360-day year comprised of twelve 30-day months, set forth opposite such years and amounts, respectively.
Maturity Date (June 1) Principal Amount Interest Rate Maturity Date (June 1) Principal Amount Interest Rate The Series 2010A-2 Certificates shall mature on June 1 in the years and in
the principal amounts set forth below, and shall represent the right to receive interest at the annual rates, calculated on the basis of a 360-day year comprised of twelve 30-day months,
set forth opposite such years and amounts, respectively. Maturity Date (June 1) Principal Amount Interest Rate Maturity Date (June 1) Principal Amount Interest Rate (f) The interest
portion of Basic Lease Payments represented by the Series 2010A Certificates shall be payable semiannually on June 1 and December 1 of each year to and including the date of maturity
or prepayment, whichever is earlier, commencing on [December 1, 2010]. (g) The Series 2010A Certificates shall be delivered in registered form in denominations of $5,000 or any integral
multiple of $5,000. Subject to the provisions of the Trust Agreement, the Series 2010A Certificates shall be substantially in the form set forth in Exhibit A of the Trust Agreement.
(h) The principal portion or Prepayment Price of the Series 2010A Certificates shall be payable at the designated corporate trust office of the Trustee. Except as otherwise provided
in connection with the maintenance of a book entry only system of registration of the Series 2010A Certificates, the interest portion represented by the Series 2010A Certificates shall
be payable by check or draft of the Trustee mailed to the Series 2010A Certificateholder thereof at the address of such Series 2010A Certificateholder shown on the registration records
maintained by the Trustee as of the Record Page 162 of 211
8 Date next preceding the Interest Payment Date. Such interest portion may be paid by wire transfer within the United States to the registered owners of $1,000,000 or more in aggregate
principal amount of Series 2010A Certificates upon their request in writing received no later than the Record Date next preceding any Interest Payment Date. The Trustee may charge the
Series 2010A Certificate holder a reasonable fee for the cost of the wire transfer. So long as there shall be maintained a book-entry-only system with respect to the Series 2010A Certificates,
the following provisions shall apply: The Series 2010A Certificates shall initially be issued in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), which will
act initially as securities depository for the Series 2010A Certificates and so long as the Series 2010A Certificates are held in book-entry-only form, Cede & Co. shall be considered
the registered owner for all purposes hereof. On original issue, the Series 2010A Certificates shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only
system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with DTC Participants,
either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the Series 2010A Certificates (“Beneficial Owners”). The principal and interest portions of Basic Lease Payments represented by the Series 2010A
Certificates shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to
Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC,
the Trustee, the Corporation or the City. The Series 2010A Certificates shall initially be issued in the form of one fully registered Series 2010A Certificate for each maturity (and
for each interest rate within a maturity) and shall be held in such form until maturity. Individuals may purchase beneficial interests in the amount of $5,000 or integral multiples thereof
in book-entry-only form, without certificated Series 2010A Certificates, through DTC
Participants and Indirect Participants. During the period for which Cede & Co. is registered owner of the Series 2010A Certificates, any notice to be provided to any registered owner
will be provided to Cede & Co. DTC shall be responsible for notice to DTC Participants and DTC Participants shall be responsible for notice to Indirect Participants, and DTC Participants
and Indirect Participants shall be responsible for notice to individual purchasers of beneficial interests. (i) Neither the City, the Trustee nor any of their respective affiliates shall
have any responsibility or obligation with respect to: (A) the accuracy of the records of DTC or any DTC Participant with respect to any beneficial ownership interest in the Series 2010A
Certificates; (B) the delivery to any DTC Participant, any beneficial owner of the Series 2010A Certificates or any other Person, other than DTC, of any notice with respect to the Series
2010A Certificates; or (C) the payment to any DTC Participant, any beneficial owner of the Series 2010A Certificates or any other Person, other than DTC, of any amount with respect to
Page 163 of 211
9 the principal or interest portions of Basic Lease Payments represented by the Series 2010A Certificates. (ii) So long as the Series 2010A Certificates are issued pursuant to this subsection
(i), the City and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of the Series 2010A Certificates for all purposes whatsoever, including without limitation: (A)
the payment of the principal and interest portions of Basic Lease Payments represented by the Series 2010A Certificates; (B) giving notices of prepayment and other matters with respect
to the Series 2010A Certificates; (C) registering transfer with respect to the Series 2010A Certificates; and (D) the selection of Series 2010A Certificates for prepayment. The City
has entered into a Blanket Issuer Letter of Representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the City.
In the event of such termination, the City shall select another securities depository. If the City does not replace DTC, the Trustee will register and deliver to the Beneficial Owners
replacement Series 2010A Certificates in the form of fully registered Series 2010A Certificates in denominations of $5,000 or any integral multiple thereof, in accordance with instructions
from Cede & Co. Series 2010A Certificates will be issued directly to owners of the Series 2010A Certificates other than DTC, or its nominee, upon the occurrence of the following events
(subject, however, to operation of the two sentences following clause (3) below): (1) DTC determines not to continue to act as securities depository for the Series 2010A Certificates;
or (2) the City has advised DTC of its determination that DTC is incapable of discharging its duties; or (3) the City has determined that it is in the best interest of the Series 2010A
Certificate holders not to continue the book-entry system of transfer or that interests of the Beneficial Owners of the Series 2010A Certificates might be adversely affected if the book-entry
system of transfer is continued. Upon occurrence of the event described in (1) or (2) above the City shall attempt to locate another qualified Securities Depository. If the City fails
to locate another qualified Securities Depository to replace DTC, the Trustee, at the expense of the City, shall authenticate and deliver Series 2010A Certificates in certificated form.
In the event the City makes the determination noted in (2) or (3) above, and has made provisions to notify the Beneficial Owners of the Series 2010A Certificates of the availability
of Series 2010A Certificates by mailing an appropriate notice to DTC, the City shall cause the Trustee to authenticate and deliver Series 2010A Certificates in certificated form, to
DTC’s Participants (as requested by DTC) in appropriate amounts. SECTION 202. ISSUANCE OF SERIES 2010A CERTIFICATES. The Series 2010A Certificates shall be issued upon delivery to the
Trustee of the documents referred to in Section 304 of the Trust Agreement and the payment of the purchase price therefor, and upon delivery of the following Page 164 of 211
10 additional documentsan Opinion of Counsel with respect to each Series 2010A Facility Site to the effect that there are no liens or encumbrances thereon that are not Permitted Encumbrances
under the Master Lease, and that there shall be no merger of the fee estate of the City in the Series 2010A Facility Sites with the leasehold estates created by the Series 2010A Ground
Lease or the Series 2010A Lease, notwithstanding the fact that the same person may hold one or more leasehold estates and such fee estate. To the extent that one or more Series 2010A
Facility Sites have not yet been acquired by the City at the time of execution hereof, the Series 2010A Ground Lease and Schedule 2010A shall be amended at the time of each acquisition
to insert the legal description of each Series 2010A Facility Site and Additional Permitted Encumbrances relating thereto, without the consent of the Series 2010A Credit Facility Issuer
or the Certificate holders. SECTION 203. SERIES 2010A PROJECT. Upon delivery of the Series 2010A Certificates, the Series 2010A Project shall be effectuated as provided in the Trust
Agreement and the Series 2010A Lease. ARTICLE III PREPAYMENTS SECTION 301. EXTRAORDINARY PREPAYMENT OF SERIES 2010A CERTIFICATES. The Series 2010A-2 Certificates shall be subject to
extraordinary prepayment as follows: Extraordinary Optional Prepayment Due to the Occurrence of an Extraordinary Event. The Series 2010A-2 Certificates are subject to extraordinary optional
prepayment in Authorized Denominations, in whole or in part, on a date designated by the City upon the occurrence of an Extraordinary Event, at a prepayment price equal to the greater
of: (1) 100% of the principal portion represented by the Series 2010A-2 Certificates to be prepaid; and (2) the sum of the present value of the remaining scheduled payments of Basic
Lease Payments allocable to the Series 2010A-2 Certificates to be prepaid to their Maturity Date, not including any portion of those payments of interest accrued and unpaid as of the
Prepayment Date, discounted to the Prepayment Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 100 basis points, plus
in each case, the accrued interest portion of the Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid to the Prepayment Date. SECTION 302. OPTIONAL PREPAYMENT
OF SERIES 2010A CERTIFICATES. (a) Optional Prepayment With Make-Whole Payment. The Series 2010A-2 Certificates shall be subject to prepayment in whole or in part on any Business Day
prior to June 1, 20[__], if the City elects to prepay the principal portion of Basic Lease Payments due under the Series 2010A-2 Lease and if in part, by lot in such manner as the Trustee
may determine, at a Prepayment Price equal to the greater of (1) 100% of the principal portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid and
(2) the sum of the present value of the remaining scheduled payments of Basic Lease Payments on the Series 2010A-2 Certificates to be prepaid, not including any portion of those payments
of interest accrued and unpaid as of the date on which the Series 2010A-2 Certificates are to be prepaid, discounted to the date on which the Series 2010A-2 Certificates are to be prepaid
on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus [__] basis points, plus, in each case, the accrued and unpaid interest portion
of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid on the prepayment date. Page 165 of 211
11 (b) Optional Prepayment at Par. The Series 2010A Certificates shall be subject to prepayment in whole or in part on any Business Day on or after June 1, 20[__], if the City elects
to prepay the principal portion of Basic Lease Payments due under the Series 2010A Lease and if in part, by lot in such manner as the Trustee may determine, at a Prepayment Price equal
to the principal portion of Basic Lease Payments represented by the Series 2010A Certificates or portions thereof to be prepaid, plus the interest accrued to the Prepayment Date. (c)
Series 2010A Certificates subject to prepayment pursuant to Section 3.01 and Section 3.02, may, in the sole discretion of the City, be prepaid pursuant to whichever applicable provision
it deems to be in its best interest. ARTICLE IV ESTABLISHMENT OF ACCOUNTS; APPLICATION OF SERIES 2010A CERTIFICATE PROCEEDS; DISBURSEMENTS SECTION 401. ESTABLISHMENT OF ACCOUNTS. (a)
There are hereby established within the Project Fund the following Accounts and Subaccount: (i) the Series 2010A Acquisition Account and the Series 2010A Cost of Issuance Subaccount
therein, more particularly described in Section 402 of the Master Trust Agreement; (ii) the Series 2010A Lease Payment Account and the Series 2010A Capitalized Interest Subaccount therein,
more particularly described in Sections 404 and 403, respectively, of the Master Trust Agreement; and (iii) the Series 2010A Prepayment Account, more particularly described in Section
406 of the Master Trust Agreement. (b) If on any Payment Date, the amount of all Basic Lease Payments represented by the Series 2010A Certificates due and payable exceeds the amount
on hand in the Series 2010A Lease Payment Account, except as provided in Section 404(b) of the Master Trust Agreement, the Trustee shall apply the moneys on hand therein in accordance
with the priorities set forth in Section 504 of the Master Trust Agreement. (c) Except as otherwise provided herein, the moneys on deposit in the Accounts and Subaccounts described herein
shall be disbursed by the Trustee in the manner and for the purposes described in the Trust Agreement. SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2010A CERTIFICATES. The Trustee
shall deposit $[__________] in the Series 2010A Acquisition Account and $[__________] in the Series 2010A Cost of Issuance Subaccount therein. Capitalized interest on the Series 2010A
Certificates in the amount of $[_________] shall be deposited in the Series 2010A Capitalized Interest Subaccount from the proceeds of the sale of the Series 2010A Certificates. [The
sum of $[__________] representing the premium for the Series 2010A Credit Facility was wire transferred by the Series 2010A Underwriter to the Series 2010A Credit Facility Issuer.] SECTION
403. DISPOSITION OF FEDERAL SUBSIDY PAYMENTS. The Trustee shall deposit all Federal Subsidy Payments received by or on behalf of the City in connection with the Series 2010A-2 Certificates
in the Series 2010A Lease Payment Account promptly upon receipt thereof. The amount of Federal Subsidy Payment revenues on deposit in the Series 2010A Lease Payment Account shall be
applied as a credit against the amount of Basic Lease Payments due on each Lease Payment Date under the Series 2010A Lease. Page 166 of 211
12 ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2010A CERTIFICATES SECTION 501. SERIES 2010A CREDIT FACILITY. The Series 2010A Certificates shall be further secured by a municipal
bond new issue insurance policy issued by the Series 2010A Credit Facility Issuer. The Series 2010A Credit Facility Issuer shall have all the rights provided to a Credit Facility Issuer
under the terms of the Trust Agreement. Anything provided herein or in the Master Trust Agreement to the contrary notwithstanding, the Series 2010A Credit Facility Issuer shall not be
entitled to any benefits of the Trust Agreement or any rights specifically granted to it thereunder to consent to, approve or participate in any actions proposed to be taken by the City,
the Corporation, a Series 2010A Certificate holder, or any of them pursuant to the Trust Agreement if: (a) the Series 2010A Credit Facility Issuer shall be in default in the due and
punctual performance of its payment obligations under the Series 2010A Credit Facility or if the Series 2010A Credit Facility for whatever reason is not then enforceable and in full
force and effect; or (b) the Series 2010A Credit Facility Issuer shall no longer insure any of the Series 2010A Certificates. SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES
2010A CREDIT FACILITY ISSUER. For purposes of the Series 2010A Certificates, subject to Section 501 hereof, the following provisions shall apply notwithstanding any provision to the
contrary contained in the Financing Documents, any such contrary provisions being deemed superseded hereby to the fullest extent permitted by law. [TO COME] SECTION 503. CLAIMS UPON
THE SERIES 2010A CREDIT FACILITY. This section shall apply so long as the Series 2010A Credit Facility is in full force and effect. [TO COME] SECTION 504. CONTINUING DISCLOSURE. Pursuant
to the Series 2010A Lease, the City has undertaken all responsibility for compliance with continuing disclosure requirements, and neither the Corporation nor the Trustee shall have liability
to the owners of the Series 2010A Certificates or any other person with respect to the Rule. Notwithstanding any other provision of the Trust Agreement, failure of the City to comply
with the Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25%
aggregate principal amount of Outstanding Series 2010A Certificates and the delivery of indemnity satisfactory to the Trustee, shall) or any owner of the Series 2010A Certificates or
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations
under the Series 2010A Lease. For purposes of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or
to dispose of ownership of, any Series 2010A Certificates (including persons holding Series 2010A Certificates through nominees, depositories or other intermediaries), or (b) is treated
as the owner of any Series 2010A Certificates for federal income tax purposes. Page 167 of 211
13 SECTION 505. PROVISIONS OF TRUST AGREEMENT NOT OTHERWISE MODIFIED. Except as expressly modified or amended hereby, the Trust Agreement shall remain in full force and effect. To the
extent of any conflict between the terms of the Trust Agreement and this Series 2010A Supplemental Trust Agreement, the terms hereof shall control. SECTION 506. COUNTERPARTS. This Series
2010A Supplemental Trust Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 507. HEADINGS. Any heading preceding the text of the several Articles hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
of reference and shall not constitute a part of this Series 2010A Supplemental Trust Agreement, nor shall they affect its meaning, construction or effect. SECTION 508. LAWS. This Series
2010A Supplemental Trust Agreement shall be construed and governed in accordance with the laws of the State of Florida, without regard to conflict of law principles. SECTION 509. NOTICES.
Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Trust Agreement shall be given to the Series 2010A Credit Facility Issuer at the following address:
Series 2010A Credit Facility Issuer: [Insurer] [Insurer Address] [Remainder of Page Intentionally Left Blank] Page 168 of 211
14 IN WITNESS WHEREOF, the parties have executed this Series 2010A Supplemental Trust Agreement by their duly authorized officers as of the date and year first written above. [SEAL]
Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President
The City of Miami Gardens, Florida hereby consents to the execution of this Series 2010A Supplemental Trust Agreement by the parties hereto and agrees to abide by the terms applicable
to it herein. CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson, Mayor Page 169 of 211
15 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 170 of 211
16 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this _____ day
of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced identification
______________________________ (Type of Identification Produced) MIA 181,421,671v3122872.010100 Page 171 of 211
EXHIBIT F FORM OF SERIES 2010A ASSIGNMENT AGREEMENT Page 172 of 211
This instrument was prepared by and when recorded should be returned to: Robert C. Gang, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (This space reserved for
Clerk) SERIES 2010A ASSIGNMENT AGREEMENT BETWEEN MIAMI GARDENS LEASING CORPORATION AND WELLS FARGO BANK, N.A., As Trustee Dated as of [November 1, 2010] Page 173 of 211
TABLE OF CONTENTS Page Section 1. Recitals............................................................................................................. 1 Section 2. Assignment .......................
............................................................................... 2 Section 3. Administrative Provisions................................................................................
4 Section 4. Non-Recourse................................................................................................... 5 EXHIBIT A -DESCRIPTION OF REAL ESTATE (Series 2010A Facility
Site) Page 174 of 211
1 SERIES 2010A ASSIGNMENT AGREEMENT THIS SERIES 2010A ASSIGNMENT AGREEMENT (this “Agreement”), made and entered into as of this 1st day of [November], 2010, by and between MIAMI GARDENS
LEASING CORPORATION, a not-for-profit corporation organized under the laws of the State of Florida (the “Corporation”), and WELLS FARGO BANK, N.A., a national banking association with
its designated corporate trust office in Orlando, Florida, as trustee (the “Trustee”); WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of $10.00
and other good and valuable consideration and the mutual covenants herein contained, the parties hereto recite and agree as follows: Section 1. -Recitals. 1.01 The City of Miami Gardens,
Florida (the “City”), and the Corporation have entered into a Master Lease Purchase Agreement dated as of [November 1, 2010] (as the same may be amended or supplemented from time to
time, the “Master Lease”), and have executed Schedule 2010A dated as of [November 1, 2010], which Master Lease together with each separate schedule constitutes a separate lease (the
“Series 2010A Lease”), with respect to certain new municipal facilities and sites and have entered into a Series 2010A Ground Lease dated as of [November 1, 2010] (as the same may be
amended or supplemented from time to time, the “Series 2010A Ground Lease”), with respect to the Series 2010A Facility Sites (hereinafter defined). 1.02 Pursuant to the Series 2010A
Lease, the City and the Corporation have agreed that there shall be acquired, constructed, installed and equipped for lease-purchase to the City certain municipal facilities as described
in Schedule 2010A to the Master Lease (the “Series 2010A Facilities”), such facilities being located on certain lands described in Exhibit A hereto (which, together with the improvements
thereon are hereinafter collectively referred to as the “Series 2010A Facility Sites”). Schedule 2010A sets forth Lease Payments (collectively, the “Series 2010A Lease Payments”) to
be paid by the City for the Series 2010A Facilities. The City has agreed to lease-purchase the Series 2010A Facilities from the Corporation. 1.03 The Corporation and the Trustee have
entered into a Master Trust Agreement dated as of [November 1, 2010], as supplemented by a Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010] (as the same may be
further amended or supplemented from time to time, the “Trust Agreement”), which acknowledges and contemplates the execution of this Agreement in conjunction therewith. This Agreement
is made for the purpose of enabling the Trustee to act as lessor under the Series 2010A Lease. 1.04 The Corporation desires to sell, assign and convey all of its right, title and interest
as lessee of the Series 2010A Facility Sites under the Series 2010A Ground Lease, and as sublessor of the Series 2010A Facility Sites and lessor of the Series 2010A Facilities under
the Series 2010A Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold hold title to certain of the Series 2010A Facilities under Section
6.1 of the Master Lease, and Section 4 of the Series 2010A Ground Lease and its right to receive notices under the Master Lease), to the Trustee for the benefit of the owners of an undivided
proportionate interest in the Basic Lease Payments payable under the Series 2010A Lease, as their interests may appear (collectively, the “Certificates”). 1.05 The Trustee is willing
to accept this assignment on the terms and conditions hereinafter provided. Page 175 of 211
2 1.06 Each of the parties has authority to enter into this Agreement and has taken all actions necessary to authorize its execution by the officers signing it. All terms capitalized
but not defined herein shall have the meanings given to them in the Trust Agreement and the Series 2010A Lease. Section 2. -Assignment. 2.01 The Corporation hereby absolutely and unconditionally
sells, assigns and conveys to the Trustee, without recourse, for the benefit of all of the owners of Certificates, as their interests may appear, all of its right, title and interest
under the Series 2010A Ground Lease and the Series 2010A Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to certain of the
Series 2010A Facilities under Section 6.1 of the Master Lease, and Section 4 of the Series 2010A Ground Lease and its rights to receive notices under the Master Lease), including, without
limitation, all Series 2010A Lease Payments and other amounts required to be paid by the the City under the Series 2010A Lease. Said assignment is absolute and unconditional and the
Corporation shall have no right to receive or recover the right, title and interest herein assigned. Said assignment is not given as additional security and is not intended to be nor
shall it be construed to be a mortgage, or other security agreement of any nature whatsoever, and the Corporation will hereafter have no further right or interest or claims in and to
the right, title and interest herein assigned, or any part thereof, or the interest or profits and other proceeds that may be derived therefrom of any kind whatsoever. Accordingly, upon
execution of this Agreement, the Corporation shall deliver to the Trustee executed counterparts of the Series 2010A Ground Lease and the Series 2010A Lease. Delivery to the Trustee of
such documents shall make the sale, assignment and conveyance of the Series 2010A Ground Lease and the Series 2010A Lease herein made, complete and effective for all purposes. Title
to the Series 2010A Facility Sites shall remain vested in the City throughout their Lease Terms; title to the Series 2010A Facilities shall remain vested in the Corporation throughout
their Lease Term; provided, however, that upon termination of the Lease Terms as a result of nonappropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the
Corporation shall, upon request of the Trustee, transfer title to such Series 2010A Facilities to the Trustee, or to any Permitted Transferee designated by the Trustee. 2.02 With respect
to the sale, assignment and conveyance of the rights and interests contemplated hereunder to the Trustee, the Corporation represents, warrants and covenants to and with the Trustee and
the owners of Certificates, that, upon the date of execution of this Agreement and the effective date of the sale, assignment and conveyance of the Corporation’s rights under the Series
2010A Ground Lease and the Series 2010A Lease, the facts stated below are and will be true and correct: A. The Corporation is a not-for-profit corporation duly organized, validly existing
and in good standing under the laws of the State of Florida, with corporate powers and authority to own its property and carry on its business as now being conducted, and is qualified
wherever necessary to perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement. B. The Corporation has full power,
authority and legal right to enter into and perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement; the execution,
delivery and performance of the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement by the Corporation have been duly authorized by all necessary
corporate actions on the part of the Corporation, and all required approvals and consents have heretofore been duly obtained; and the Series 2010A Ground Lease, the Series 2010A Lease,
this Agreement and the Trust Agreement are in full force and effect. Page 176 of 211
3 C. The execution, delivery and performance of the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement do not contravene any provision of the Articles
of Incorporation or Bylaws of the Corporation, and do not and will not conflict with, violate or result in any breach of or constitute a default under any agreement or instrument to
which the Corporation is a party or by which it or any of its property is bound or any constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any Federal
or State court, government or governmental body having jurisdiction over the Corporation or any of its properties and by which the Corporation or any of its property is bound. D. The
Series 2010A Ground Lease, the Series 2010A Lease, this Agreement and the Trust Agreement are in full force and effect and the Corporation is not in default thereunder; the Series 2010A
Ground Lease, the Series 2010A Lease, this Agreement and the Trust Agreement are legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance
with their respective terms, all such enforcement being subject to certain laws relating to bankruptcy, reorganization, moratorium and creditors’ rights generally, and to principles
of equity in the event that
equitable remedies are sought. E. The Series 2010A Ground Lease and the Series 2010A Lease delivered to the Trustee are duly executed duplicate originals and, together with all Exhibits
thereto, comprise the entire writing, obligation and agreement between the Corporation and City respecting the Series 2010A Facility Sites and the Series 2010A Facilities. F. The Corporation
has complied and will at all times hereafter comply with and duly perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement.
G. Except as disclosed in the Offering Statement with respect to the Series 2010A Certificates and in any other disclosure document for any other Series of Certificates, there is no
pending or, to the knowledge of the Corporation, threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency in
any way affecting the ability of the Corporation to perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement or this Agreement. H. The
Series 2010A Ground Lease and the Series 2010A Lease being herein assigned are free and clear of all claims, liens, security interests and encumbrances arising through any act or omission
of the Corporation or any person claiming by, through or under it, except the rights of the City under the Series 2010A Lease and the Series 2010A Ground Lease, including the fact that
fee title to the Series 2010A Facility Sites is vested in the City. 2.03 Except as otherwise set forth in Section 2.01, from and after the date of delivery to the Trustee of this Agreement,
the Corporation shall have no further rights or interest under under the Series 2010A Ground Lease or the Series 2010A Lease or in any Series 2010A Lease Payments or other moneys due
with respect thereto or to become due under the Series 2010A Lease. 2.04 The Corporation agrees to execute and deliver to the Trustee upon request by the Trustee, any documents deemed
necessary by the Trustee to further evidence or perfect the assignment and conveyance herein made with respect to the Series 2010A Ground Lease and the Series 2010A Lease. 2.05 The Corporation
hereby irrevocably constitutes and appoints the Trustee, its successors and assigns, as its lawful attorney, with full power of substitution and resubstitution, to collect and to sue
on behalf of the Corporation in the name of the Corporation or otherwise in any court for any Series Page 177 of 211
4 2010A Lease Payments or other amounts due under the Series 2010A Lease, or any part thereof, to withdraw or settle any claims, suits or proceedings pertaining to or arising out of
the Series 2010A Lease upon any terms, all without the assent of the Corporation; and, further, to take possession of and to endorse in the name of the Corporation any instrument for
the payment of moneys received on account of the Series 2010A Lease Payments or other amounts due under the Series 2010A Lease. 2.06 The Corporation agrees that it will authorize and
direct the City to pay to the Trustee, its successors and assigns, all Series 2010A Lease Payments and all other amounts coming due under the Series 2010A Lease. 2.07 Upon request of
the Trustee, the Corporation agrees to cooperate in the Trustee’s efforts to collect and cause to be remitted to the Trustee any Series 2010A Lease Payment or other amount. 2.08 In the
event the Corporation receives notice from the City that it will exercise its option under Section 7.2 of the Master Lease to prepay the Series 2010A Lease Payments to become due thereunder
or that the Series 2010A Lease will not be renewed as a result of any event of nonappropriation under the Leases, the Corporation shall notify the Trustee of this fact in writing no
later than five Business Days after such receipt provided, however, that failure to provide such notice shall not create any liability on the part of the Corporation. Section 3. Administrative
Provisions. 3.01 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. 3.02 Any provision of this Agreement found to be prohibited by applicable
laws shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 3.03 This Agreement may not be amended without the prior written
consent of each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series
2010A Lease. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates
Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Agreement may be amended without the prior written consent of the Credit Facility
Issuer or the consent of the Holders of Certificates if the purpose for such amendment does not require consent pursuant to the Series 2010A Lease including, without limitation, Section
9.4 of Master Lease, and the Corporation is authorized to execute any such amendments from time to time and to record such amendments in the Official Public Records of Miami-Dade County,
Florida. Copies of all amendments hereto shall be provided to the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest
in a portion of the Basic Lease Payments payable under the Series 2010A Lease. 3.04 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 3.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the
same Agreement. Page 178 of 211
5 Section 4. Non-Recourse. 4.01 The assignment contained in this Agreement is agreed to be non-recourse with respect to the Corporation and the Corporation shall have no liability to
the Trustee, or any Certificate holders hereunder with respect to the occurrence of any event of default by the City under the Series 2010A Lease whether such default consists of failure
to pay moneys, breach of covenant or otherwise; provided, however, that nothing contained in this Section 4 shall excuse the Corporation from performance of its obligations under Section
2.04 through 2.08 hereof. All covenants, stipulations, promises, agreements and obligations of the parties hereto contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto in an individual capacity, and no recourse
shall be had for the assignment effected by Section 2 hereof or for any claim based based thereon under this Agreement against any member, officer, employee or agent of the parties hereto.
[Remainder of Page Intentionally Left Blank] Page 179 of 211
6 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date set forth below their respective signatures and as of the day and year first written above.
[SEAL] Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President
Page 180 of 211
7 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of [November], 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as
Commissioned.) Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 181 of 211
8 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this ____ day
of [November], 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced
identification ______________________________ (Type of Identification Produced) Page 182 of 211
A-1 EXHIBIT A DESCRIPTION OF REAL ESTATE (Series 2010A Facility Sites) Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as recorded in Plat Book 84, at Page(s) 8,
of the Public Records of Miami-Dade County, Florida. MIA 181,270,461v2122872.010100 Page 183 of 211
EXHIBIT G FORM OF CERTIFICATE PURCHASE CONTRACT MIA 181,418,354v2122872.010100 Page 184 of 211
JACK_1870339.3 F&L Draft of 9/9/10 $___________ CERTIFICATES OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments
to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, $___________ CERTIFICATES
OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to
be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, CONTRACT OF PURCHASE October
__, 2010 City of Miami Gardens, Florida Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Miami Gardens Leasing Corporation c/o City of Miami Gardens Building 5,
Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Ladies and Gentlemen: The undersigned, Loop Capital Markets LLC (the “Underwriter”), hereby offers to enter into this Contract
of Purchase (the “Contract of Purchase”) with the City of Miami Gardens, Florida (the “City”), which, upon acceptance of this offer by the City and approval by Miami Gardens Leasing
Corporation, a Florida not-for-profit corporation (the “Corporation”), will be binding upon the City, the Corporation and the Underwriter. This offer is made subject to acceptance by
the City and approval by the Corporation by execution of this Contract of Purchase prior to 11:00 a.m., New York City time, on the date Page 185 of 211
2 hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice to the City at any time prior to acceptance hereof by the City. The Underwriter
represents that it is authorized to enter into this Contract of Purchase and that it is authorized to execute this Contract of Purchase and to take any other actions which may be required
of it hereby. All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Offering Statement (as defined herein). 1. Purchase and Sale of Certificates
(a) Subject to the terms and conditions and upon the basis of the representations, warranties and covenants hereinafter set forth, the Underwriter hereby agrees to purchase from the
City, and the City hereby agrees to cause Wells Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”) to issue and deliver to the Underwriter on the Closing Date (as defined
herein), all (but not less than all) of the (i) $___________ aggregate principal amount of Certificates of Participation, Series 2010A-1 Evidencing Undivided Proportionate Interests
of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor (the “Series 2010A-1 Certificates”), at the aggregate purchase price of $_________, which reflects the original aggregate principal amount of the Series 2010A-1 Certificates,
being $___________ [plus/less] net original issue [premium/discount] of $_________ and less an Underwriter’s discount of $__________, and (ii) $___________ aggregate principal amount
of Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease
Payments to be made by the City of Miami Gardens, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-2
Certificates”), at the aggregate purchase price of $_________, which reflects the original aggregate principal amount of the Series 2010A-1 Certificates, being $___________ [plus/less]
net original issue [premium/discount] of $_________ and less an Underwriter’s discount of $__________. The Series 2010A-1 Certificates and the Series 2010A-2 Certificates are hereinafter
referred to collectively as the “Series 2010A Certificates.” The Series 2010A Certificates shall bear interest at the rates, be sold to the public at the prices or yields, mature on
the dates, and be subject to prepayment, all as set forth in Schedule I attached hereto. The Offering Statement of the City relating to the Series 2010A Certificates, dated October __,
2010, including the cover page, inside cover page, and Appendices thereto, is hereinafter referred to as the “Offering Statement.” The Underwriter agrees to make a bona fide public offering
of the Series 2010A Certificates, solely pursuant to the Offering Statement, at the initial offering prices set forth in the Offering Statement, reserving, however, the right to change
such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Series 2010A Certificates and to offer and sell the Series 2010A Certificates
to certain dealers (including dealers depositing the Series 2010A Certificates into investment trusts) at concessions to be determined by the Underwriter. The Underwriter also reserves
the right to overallot or effect transactions that stabilize or maintain the market prices of the Series 2010A Certificates at levels above that which might otherwise prevail in the
open market and to discontinue such stabilizing, if commenced, at any time. Page 186 of 211
3 (b) The Series 2010A Certificates shall be executed and delivered pursuant to the authority of the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida
Statutes, as amended, and other applicable provisions of law (collectively, the “Enabling Legislation”), and pursuant to an ordinance adopted by the City on July 28, 2010 (the “Ordinance”),
a resolution adopted by the City on September __, 2010 (the “Resolution”) and a resolution adopted by the Corporation on September __, 2010 (the “Corporation Resolution”); and evidenced
and secured, as applicable, by the following documents (collectively, the “Financing Documents”): (i) a Master Trust Agreement, dated as of November 1, 2010 (the “Master Trust Agreement”),
by and between the Corporation and the Trustee; (ii) a Series 2010A Supplemental Trust Agreement, dated as of November 1, 2010 (the “Series 2010A Supplemental Trust Agreement” and, together
with the Master Trust Agreement, the “Trust Agreement”), by and between the Corporation and the Trustee; (iii) a Master Lease Purchase Agreement, dated as of November 1, 2010 (the “Master
Lease”), by and between the City and the Corporation, as supplemented by Schedule 2010A, dated as of November 1, 2010 (“Schedule 2010A” and collectively with the Master Lease, the “Series
2010A Lease”); (iv) the Series 2010A Ground Lease by and between the City and the Corporation dated as of November 1, 2010 (the “Ground Lease”); (v) the Series 2010A Assignment Agreement
by and between the Corporation and the Trustee dated as of November 1, 2010 (the “Assignment Agreement”); (vi) the Continuing Disclosure Certificate, executed and delivered by the City,
for the benefit of the holders of the Series 2010A Certificates (the “Continuing Disclosure Agreement”). Pursuant to the Assignment Agreement, the Corporation will irrevocably assign
to the Trustee for the benefit of the registered owners of the Series 2010A Certificates substantially all of the Corporation’s right, title and interest in and to the Ground Lease and
the Series 2010A Lease, respectively, including its right to receive Basic Lease Payments and all other amounts due under the Series 2010A Lease. The Underwriter has delivered to the
City a letter containing the further information required by Section 218.385(6) of the Florida Statutes, which letter is in the form attached hereto as Schedule II. (c) The Series 2010A
Certificates are being executed and delivered for the purpose of providing funds sufficient to: (i) finance and, in some cases, refinance a portion of the cost of acquisition and construction
of certain real property and improvements (as more particularly described in the Offering Statement, the “Series 2010A Facilities”), and (ii) paying costs associated with the issuance
of the Series 2010A Certificates[, including premium for the Page 187 of 211
4 financial guaranty insurance policy relating to the Series 2010A Certificates (the “Policy”)], all as more specifically described in the Offering Statement. The Series 2010A Certificates
will evidence undivided proportionate interests in the Basic Lease Payments to be made by the City under the Series 2010A Lease, as described in the Offering Statement. The Series 2010A
Certificates will be secured by and payable from the Trust Estate established under the Trust Agreement. (d) Prior to the date hereof, the City and the Corporation have provided to the
Underwriter for its review a Preliminary Offering Statement, dated October __, 2010 (the “Preliminary Offering Statement”) relating to the Series 2010A Certificates. The Preliminary
Offering Statement has been prepared for use in connection with the public offering, sale and distribution of the Series 2010A Certificates by the Underwriter. As of its date, the Preliminary
Offering Statement was “deemed final” (except for permitted omissions) by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”),
and the Underwriter was and is authorized to use the Preliminary Offering Statement in its marketing efforts. (e) On or before the Closing Date, the City shall deliver, or cause to be
delivered, to the Underwriter executed copies of the final Offering Statement, substantially in the form of the Preliminary Offering Statement, executed on behalf of the City by the
Mayor or Vice Mayor. The City shall deliver, or cause to be delivered, to the Underwriter the Offering Statement in sufficient quantity for the Underwriter to comply with the rules of
the Municipal Securities Rulemaking Board and Rule 15c2-12 no later than seven (7) business days after the execution of this Contract of Purchase and in sufficient time to accompany
any confirmation that requests payment from any customer of the Underwriter not later than three (3) business day prior to the Closing Date. Delivery of such copies of the printed Offering
Statement within such seven (7) business day period shall constitute the City’s representation that such printed Offering Statement is complete as of the date of its delivery. (f) The
City authorizes the Underwriter to use and distribute copies of the Offering Statement, the information contained therein, the Continuing Disclosure Agreement and copies of the Ordinance,
the Resolution, the Corporation Resolution and Financing Documents in connection with the public offering and sale of the Series 2010A Certificates. The City agrees not to supplement
or amend or cause to be supplemented or amended the Ordinance or the Resolution at any time prior to the Closing (as defined herein), without the consent of the Underwriter. The Corporation
agrees not to supplement or amend or cause to be supplemented or amended the Corporation Resolution at any time prior to the Closing (as defined herein), without the consent of the Underwriter.
(g) The City agrees to deliver or cause to be delivered to the Underwriter such reasonable reasonable quantities of each of the printed Preliminary Offering Statement and printed Offering
Statement and such reasonable quantities of the Ordinance, the Resolution, the Corporation Resolution and the Financing Documents as the Underwriter may request for use in connection
with the offering and sale of the Series 2010A Certificates. The City and the Corporation hereby authorize the Underwriter to use the forms or copies of the Offering Statement and the
information contained therein and the Ordinance, the Resolution, the Corporation Resolution and Page 188 of 211
5 the Financing Documents in connection with the public offering and sale of the Series 2010A Certificates, and the City ratifies and confirms its authorization of the distribution and
use by the Underwriter prior to the date hereof of the Preliminary Offering Statement in connection with such public offering and sale. (h) Upon receipt by the Underwriter of the Series
2010A Certificates, an executed copy of each of the Financing Documents, an executed copy of the Offering Statement, an executed copy of the Continuing Disclosure Agreement and an executed
copy of the Contract of Purchase, and subject to the other conditions set forth herein, the Underwriter agrees to purchase the Series 2010A Certificates at the Closing. (i) At or prior
to the Closing, the Underwriter will file, or cause to be filed, the Offering Statement with one or more nationally recognized municipal securities information repositories. 2. Good
Faith Check The City hereby acknowledges receipt from the Underwriter of a corporate check in the amount of $[1% of par amount of Series 2010A Certificates] (the “Good Faith Check”),
which is being delivered to the City as security for the performance by the Underwriter of its obligation to accept and pay for the Series 2010A Certificates. The City agrees not to
cash the Good Faith Check unless the Underwriter defaults on its obligations under this Contract of Purchase, for reasons other than as permitted by this Contract of Purchase. Upon compliance
by the Underwriter with its obligations under this Contract of Purchase, the Good Faith Check shall be returned to the Underwriter at the Closing. If the City does not accept this offer,
the Good Faith Check shall be immediately returned to the Underwriter. In the event of the City’s failure to deliver the Series 2010A Certificates at the Closing, or if the City or the
Corporation shall be unable at or prior to the Closing to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall
be terminated for any reason permitted by this Contract of Purchase, the Good Faith Check shall be immediately returned to the Underwriter. If the Underwriter fails other than for a
reason permitted hereunder to accept and pay for the Series 2010A Certificates, as herein provided, upon tender thereof by the City at the Closing, the City may cash the Good Faith Check
and retain the funds represented by such Good Faith Check as full liquidated damages, and not as a penalty, for such failure and for any and all defaults hereunder on the part of the
Underwriter, and the retention of such funds shall constitute a full release and discharge of all claims, rights and damages for such failure and for any and all such defaults, it being
understood by each of the City, the Corporation and the Underwriter that actual damages in such circumstances may be difficult or impossible to compute. 3. Closing The Closing will occur
before 11:00 a.m., New York City time, on November __, 2010 or at such other time or on such earlier or or later date as shall have been mutually agreed upon by the City and the Underwriter.
The Series 2010A Certificates shall be duly executed and delivered as fully registered certificates, with CUSIP numbers printed thereon, in the definitive form of one fully registered
Series 2010A Certificate for each stated maturity thereof and in the name(s) in Page 189 of 211
6 which The Depository Trust Company, New York, New York (“DTC”) requests that the Series 2010A Certificates be registered, and will be made available for inspection and checking by
the Underwriter at the offices of DTC, or at such other place as shall be mutually agreed upon, not later than 10:00 a.m., New York City time, on the business day prior to the Closing
Date. The Underwriter will accept such delivery and pay the purchase price of the Series 2010A Certificates in immediately available funds, payable to the City[, except that the premium
for the Policy shall be paid by the Underwriter directly to Assured Guaranty Corp. (the “Insurer”) in immediately available funds]. Payment for and delivery of the Series 2010A Certificates
as aforesaid shall be made at such place as shall be agreed upon between the City and the Underwriter. Such payment and delivery is herein called the “Closing” and the date of the Closing
is herein called the “Closing Date”. 4. Representations and Warranties of the City The City, City, by its acceptance hereof, represents, warrants and covenants to the Underwriter as
of the date hereof and as of the Closing that: (a) The City has, and on the Closing Date will have, the power under the Enabling Legislation to perform all functions required by it in
connection with the sale and delivery of the Series 2010A Certificates; (b) The City has and had, as the case may be, full legal right, power and authority: (i) to enact the Ordinance,
adopt the Resolution and to execute and deliver this Contract of Purchase, the Offering Statement, the Continuing Disclosure Agreement, the Financing Documents to which it is a party
and all other agreements contemplated thereby necessary for the sale, execution and delivery of the Series 2010A Certificates, (ii) to cause to be sold, executed and delivered the Series
2010A Certificates to the Underwriter as provided in this Contract of Purchase, (iii) to secure or cause to be secured the Series 2010A Certificates in the manner contemplated by the
Resolution and the Trust Agreement, and (iv) to carry out and consummate all other transactions contemplated by the aforesaid documents; and the City has complied as of the Closing Date
with all provisions of applicable law in all matters relating to such transactions; provided, however, that the City makes no representations as to the qualification of the Series 2010A
Certificates under the Blue Sky laws of the various jurisdictions of the United States or the legality of the Series 2010A Certificates for investment under the laws of the various jurisdictions
of the United States; (c) The City has duly enacted the Ordinance and adopted the Resolution and has duly authorized or ratified: (i) the execution and delivery of the Series 2010A Certificates
by the Trustee and the execution, delivery and due performance of this Contract of Purchase, (ii) the distribution and use of the Preliminary Offering Statement and execution, delivery
and distribution of the Offering Statement and (iii) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the
transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the City in connection with the foregoing have been received, and the consents or
approvals so received are
still in full force and effect and will remain in effect until the Closing; provided, however, that this representation and warranty does not apply to such approvals, consents and Page
190 of 211
7 orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2010A Certificates; (d) This Contract of Purchase,
the Continuing Disclosure Agreement and the Financing Documents to which it is a party when executed and delivered (assuming due authorization, execution and delivery by the other parties
thereto), will constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except as enforceability thereof may
be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally or subject to the exercise of the state’s police power and to judicial discretion
in appropriate cases; (e) When delivered to the Underwriter, the Series 2010A Certificates will represent undivided proportionate interests in the Basic Lease Payments due under the
Series 2010A Lease; (f) The City has complied, or will be in compliance at Closing, in all respects with the Resolution and the Trust Agreement; (g) At the Closing (other than as described
in the Offering Statement), all approvals, consents and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of
the Series 2010A Certificates or the execution and delivery of or the performance by the City of its obligations under this Contract of Purchase, the Financing Documents to which it
is a party, the Continuing Disclosure Agreement, the Series 2010A Certificates or the Resolution will have been obtained or made and any consents, approvals and orders so received or
filings so made will be in full force and effect; provided, however, that no representation is made concerning compliance with the federal securities laws or the securities or Blue Sky
laws of the various jurisdictions of the United States; (h) Other than as disclosed in the Offering Statement, the adoption or enactment, as the case may be, of and performance by the
City of the Resolution and the Ordinance and its obligations thereunder, and the authorization, execution, delivery and performance of this Contract of Purchase, the Continuing Disclosure
Agreement, the Financing Documents to which the City is a party and any other agreement or instrument to which the City is a party, used or contemplated for use in consummation of the
transactions contemplated hereby or by the Offering Statement, and, compliance with the provisions of each such instrument, do not and will not conflict with, or constitute or result
in (i) a violation of the Constitution of the State of Florida, or any existing state or federal law, administrative regulation, rule, decree or order, or (ii) a breach of or default
under a material provision of any agreement, indenture, mortgage, lease, note or other instrument to which the City, or its properties or any of the officers of the City is subject,
or (iii) the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the revenues, credit, property or assets of the City under the
terms of the Constitution of the State of Florida or any law, instrument or agreement; (i) Between the time of the acceptance hereof by the City and the Closing, except as reflected
in or contemplated by the Offering Statement, the City will not have executed or issued any bonds or notes in a material amount or incurred any other material obligations or borrowed
money in a material amount, except as may be disclosed in the Offering Statement, or agreed to Page 191 of 211
8 by the Underwriter in writing, and there will not have been any adverse change of a material nature in the financial position of the City except as may be disclosed in the Offering
Statement; (j) The description of the Series 2010A Certificates in the Offering Statement conforms in all material respects to the Series 2010A Certificates; (k) The City will apply
or cause to be applied the proceeds of the Series 2010A Certificates in accordance with the Resolution and the Financing Documents and as contemplated by the Offering Statement; (l)
All proceedings of the City relating to the enactment of the Ordinance, the adoption of the Resolution, the approval and authorization of the execution and delivery of this Contract
of Purchase, the Continuing Disclosure Agreement, the Financing Documents and the Offering Statement, and the approval and authorization of the issuance and sale of the Series 2010A
Certificates were conducted at duly convened meetings of the City, with respect to which all notices were duly given to the public and at which quorums were at all material times present;
(m) The information relating to the City contained in the Offering Statement is, and as of the date of Closing such information in the Offering Statement will be, true and correct in
all material respects, and the Offering Statement does not and the Offering Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit
to state any material fact relating to the City necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (n) If, at any time
prior to the end of the Underwriting Period (as defined herein) any event occurs with respect to the City as a result of which the Preliminary Offering Statement or the Offering Statement
as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, the City shall promptly notify the Underwriter in writing of such event. Any information supplied by the City for inclusion in any amendments
or supplements to the Preliminary Offering Statement or the Offering Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit to
state any material fact relating to the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (o) Since September
30, 2009, the City has not been in default in the payment of principal of, premium, if any, or interest on, any material direct City indebtedness or other obligations in the nature of
material direct City indebtedness which the City has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest, and the City has not entered into any contract
or arrangement of any kind which might give rise to any lien or encumbrances on the Basic Lease Payments to be be made pursuant to the Resolution and the Series 2010A Lease, other than
as described in the Offering Statement; (p) Except as is specifically disclosed in the Offering Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public City or body, pending or, to the best knowledge of the City, threatened against the City, which in any way questions the powers of the City to
approve and authorize the issuance and sale of the Series Page 192 of 211
9 2010A Certificates or the power of the Trustee to execute and deliver the Series 2010A Certificates, or the validity of any proceeding taken by the City in connection with the issuance
of the Series 2010A Certificates, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Contract of Purchase,
the Offering Statement, the Financing Documents or of any other document or instrument required or contemplated by the financing, or which, in any way, could adversely affect the validity
or enforceability of the Ordinance, the Resolution, the Financing Documents, the Continuing Disclosure Agreement, this Contract of Purchase or any other agreements as may be necessary
to complete the sale of the Series 2010A Certificates or, to the knowledge of the City, which in any way questions the tax-exempt status of the City or the status of the Series 2010A-2
Certificates as Build America Bonds (Direct Payment) within the meaning of Section 54AA of the Internal Revenue Code or the exclusion from gross income of the interest portion of the
Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders or in any other way questions the status of the Series 2010A Certificates under federal
or state tax laws or regulations; (q) Any certificate signed by any official of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to
the Underwriter as to the truth of the statements therein contained; (r) The City will not take or omit to take any action, which action or omission will in any way cause the proceeds
from the sale of the Series 2010A Certificates to be applied in a manner other than as approved in the Resolution or Trust Agreement or which would cause a portion of the Basic Lease
Payments designated and paid as interest to the Series 2010A-1 Certificate holders to be includable in gross income for federal income tax purposes or which would cause the Series 2010A-2
Certificates to to lose their status as Build America Bonds (Direct Payment) or which would cause the Series 2010A-1 Certificates to lose their status; (s) The City will cooperate with
the Underwriter in qualifying the Series 2010A Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may
request; provided, however, that the City shall not be required to expend any funds, register as a broker or dealer, consent to suit or to service of process in any jurisdiction or comply
with any other requirement reasonably determined by the City to be unduly burdensome. The City consents to the use by the Underwriter, in the course of its compliance with the securities
or Blue Sky laws of the various jurisdictions of the United States, of the documents relating to the Series 2010A Certificates, subject to the right of the City to withdraw such consent
for cause by written notice to the Underwriter; and (t) The City has never failed to comply with any agreement to provide continuing disclosure information pursuant to Rule 15c2-12.
5. Representations and Warranties of the Corporation The Corporation, by its approval hereof, represents, warrants and covenants to the Underwriter as of the date hereof and as of date
of the Closing that: Page 193 of 211
10 (a) The Corporation is a not-for-profit corporation duly organized, incorporated, validly existing and in good standing under the laws of the State of Florida; (b) The Corporation
has full power and authority to adopt the Corporation Resolution and to enter into the Trust Agreement, the Assignment Agreement and this Contract of Purchase and to perform its obligations
thereunder and hereunder and to take all actions in carrying out and consummating the transactions contemplated thereby and by the Offering Statement and has taken any and all proceedings
and obtained, or will obtain prior to Closing, all consents and approvals required in connection therewith by any applicable law; provided, however, that this representation and warranty
does not apply to such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2010A
Certificates; (c) The Corporation has duly adopted the Corporation Resolution and has authorized the execution and delivery of the Financing Documents to which it is a party and this
Contract of Purchase and all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby and hereby, and, upon execution and delivery thereof by
the Corporation (and assuming due authorization, execution and delivery by the other parties thereto), the Financing Documents to which the Corporation is a party will constitute the
legal, valid and binding obligations of the Corporation enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization or other similar laws
affecting creditors’ rights and to equitable principles, and the making and performance by the Corporation of each such agreement and the taking of all actions by the Corporation in
carrying out and consummating the transactions contemplated thereby and by the Offering Statement will not, as of the date hereof and as of the date of Closing, conflict with or constitute
a breach breach of or default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or any department, division,
agency or instrumentality of any thereof, or any applicable court or administrative decree or order, or any loan agreement, note, resolution, indenture, contract, agreement or other
instrument to which the Corporation is a party or to which the Corporation or any of the property or assets of the Corporation are otherwise subject or bound; (d) To the best knowledge
of the Corporation, except as may be stated in the Offering Statement, there is no litigation, proceeding or investigation before or by any court, public City or body pending or threatened
against or affecting the Corporation, challenging the validity of, or in which an unfavorable decision, ruling or finding would materially adversely affect, the Financing Documents to
which the Corporation is a party, the offering of the Series 2010A Certificates as described in this this Contract of Purchase, any of the transactions contemplated by such instruments
and the Offering Statement, or the performance by the Corporation of any of its obligations thereunder or hereunder, or contesting the completeness or accuracy of the Offering Statement
or which would cause the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders to be includable in gross income for federal income
tax purposes or which would adversely affect the status of the Series 2010A-2 Certificates as Build America Bonds (Direct Payment), nor to the best of the Corporation’s knowledge, is
there any basis therefor; Page 194 of 211
11 (e) Nothing has come to the attention of the Corporation that would lead the Corporation to believe that the statements in the Offering Statement relating to the Corporation contain
an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
and (f) The Corporation shall cause the Trustee to execute and deliver the Series 2010A Certificates when ready for delivery. 6. Conditions of Closing The Underwriter has entered into
this Contract of Purchase in reliance on the representations and agreements of the City and the Corporation herein. The obligations of the Underwriter hereunder shall be subject to the
performance by the City and the Corporation of their obligations to be performed hereunder at or prior to the Closing, to the accuracy of and compliance with the representations, warranties
and covenants of the City and the Corporation herein, in each case as of the time of delivery of this Contract of Purchase and as of the Closing, and are also subject, in the discretion
of the Underwriter, to the following further conditions: (a) At the Closing, (i) the Ordinance, the Resolution, the Corporation Resolution, the Financing Documents, the Continuing Disclosure
Agreement and the Contract of Purchase shall be in full force and effect and shall not have been repealed, amended, modified or supplemented, except as may have been agreed to in writing
by the Underwriter, and the City or the Corporation, as the case may be, shall have executed and there shall be in full force and effect and there shall have been taken in connection
therewith and in connection with the issuance of the Series 2010A Certificates all such action as, in the opinion of Greenberg Traurig, P.A. (“Special Tax Counsel”) or Bryant Miller
and Olive P.A. (“Disclosure Counsel”) and Foley & Lardner LLP and KnoxSeaton (“Co-Counsel to the Underwriter”), shall be necessary in connection with the transactions contemplated hereby;
(ii) the Series 2010A Certificates shall have been duly authorized, executed and delivered; (iii) the Offering Statement shall not have been amended, modified or supplemented, except
as may have been agreed to in writing by the Underwriter; and (iv) the City and the Corporation shall perform or have performed all of their respective obligations under or specified
in this Contract of Purchase, the Offering Statement, the Resolution, the Corporation Resolution and the Financing Documents; (b) At or prior to the Closing Date, the Underwriter shall
have received the following: (1) the final approving opinion of Special Tax Counsel, dated the Closing Date, substantially in the form attached to the Offering Statement as Appendix
F thereto; (2) the supplemental opinion of Special Tax Counsel dated the Closing Date, in form and substance satisfactory to the Underwriter; (3) the opinion of Counsel to the City dated
the Closing Date, in form and substance satisfactory to the Underwriter; (4) the opinion of Counsel Counsel to the Corporation dated the Closing Date, in form and substance satisfactory
to the Underwriter; Page 195 of 211
12 (5) the opinion of Disclosure Counsel, dated the Closing Date, addressed to the City (with a reliance letter to the Underwriter), to the effect that prior to the termination of the
Series 2010A Lease, the Series 2010A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution, the Corporation Resolution
and the Trust Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended. Such opinion shall also state that, based upon their participation in the preparation
of the Offering Statement as Disclosure Counsel and without having undertaken to determine independently the accuracy or completeness of the contents of the Offering Statement, nothing
has come to the attention of such counsel which has caused them to believe that the Offering Statement (except for the Appendices, [information provided by the Insurer or relating to
the Policy,] information relating to DTC and its book-entry only system and financial and statistical data included therein, as to which no opinion need be expressed) as of its date
contained, or as of the Closing Date contains, any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading; (6) the opinion of Co-Counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, to the
effect that prior to the termination of the Series 2010A Lease, the Series 2010A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended,
and the Resolution, the Corporation Resolution and the Trust Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended. Such opinion shall also state
that, based upon their participation in the preparation of the Offering Statement as Co-Counsel to the Underwriter and without having undertaken to determine independently the accuracy
or completeness of the contents of the Offering Statement, nothing has come to the attention of such counsel which has caused them to believe that the Offering Statement (except for
the Appendices[, information provided by the Insurer or relating to the Policy], information relating to DTC and its book-entry only system and financial and statistical data included
therein, as to which no opinion need be expressed) as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (7) a certificate, dated the date of the Closing,
signed by each of the Mayor and the City Manager, to the effect that, to the best of his or her knowledge, information and belief: (i) the representations and warranties of the City
contained in the Contract of Purchase are true and correct in all material respects as of the date of the Closing as if made on the date thereof; (ii) the City has performed all obligations
to be performed hereunder as of the date of Closing; (iii) except as disclosed in the Preliminary Offering Statement and the Offering Statement, no litigation or other proceedings are
pending or to the best knowledge of the undersigned threatened against the City in any court or other tribunal, state or federal (1) restraining or enjoining or seeking to restrain or
enjoin the sale, execution or delivery of any of the Series 2010A Certificates, or (2) in any way questioning or affecting the validity of any provision of the Series 2010A Certificates,
the Ordinance, the Resolution, the Continuing Disclosure Agreement, the Financing Documents or the Contract of Purchase, or (3) in any way questioning or affecting the Page 196 of 211
13 validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the Series 2010A Certificates, or of any provision, program or transaction made
or authorized for their payment, or (4) which may result in any material adverse change in the business, properties, assets or the financial condition of the City, or (5) asserting that
the Preliminary Offering Statement or the Offering Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or (6) questioning or affecting the organization, existence or powers of the City or the right of any of its officers
to their respective offices in a manner that affects the validity of the issuance of the Series 2010A Certificates (but in lieu of such certificate, the Underwriter may, in its sole
discretion, accept an opinion of Counsel to the City, acceptable to the Underwriter in form and substance, that in the opinion of such Counsel, the issues raised in any such pending
or threatened litigation are without substance or that the contentions of any plaintiffs therein are without merit); (iv) since September 30, 2009, no material adverse change has occurred
in the financial position or results of operations of the City except as set forth in or contemplated by the Offering Statement and the City has not incurred any material liabilities
other than in the ordinary course of business or as set forth in or contemplated by the Offering Statement; and (v) the Preliminary Offering Statement did not as of its date, and the
Offering Statement did not as of its date and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that no opinion need be expressed with respect to the information contained
therein relating to [the Insurer, the Policy,] DTC and its book-entry only system); (8) a certificate, dated the date of the Closing, signed by the President or Vice President of the
Corporation, to the effect that, to the best of his or her knowledge, information and belief: (i) the representations and warranties of the Corporation contained in the Contract of Purchase
are true and correct in all material respects as of the date of the Closing as if made on the date thereof; (ii) the Corporation has performed all obligations to be performed hereunder
as of the date of Closing; (iii) except as disclosed in the Preliminary Offering Statement and the Offering Statement, no litigation or other proceedings are pending or to the best knowledge
of the undersigned threatened against the Corporation in any court or other tribunal, state or federal (1) restraining or enjoining or seeking to restrain or enjoin the sale, execution
or delivery of any of the Series 2010A Certificates, or (2) in any way questioning or affecting the validity of any provision of the Series 2010A Certificates, the Corporation Resolution,
the Continuing Disclosure Agreement, the Financing Documents or the Contract of Purchase, or (3) in any way questioning or affecting the validity of any of the proceedings or authority
for the authorization, sale, execution or delivery of the Series 2010A Certificates, or of any provision, program or transaction made or authorized for their payment, or (4) in any way
contesting the corporate existence or powers of the Corporation, or (5) asserting that the Preliminary Offering Statement or the Offering Statement contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) with respect
to the information contained under the heading “THE CORPORATION”, the Preliminary Offering Statement did not as of its date, and the Offering Statement did Page 197 of 211
14 not as of its date and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the
purpose for which the Preliminary Offering Statement and the Offering Statement are to be used, or which is necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; (9) copies of the Ordinance, the Resolution and the Corporation Resolution, certified by the City Clerk of the City and the Secretary of the
Corporation, as appropriate, as true and correct copies of the originals thereof, as currently in full force and effect and as not having been otherwise amended since their adoption
or enactment as the case may be, except as provided herein; (10) letters (which may be faxed copies at closing) from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings
Services (“S&P”) confirming that they have [(i)] assigned underlying ratings of “___” and “___,” respectively, to the Series 2010A Certificates [and (ii) rated the Series 2010A Certificates
insured by the Policy “___” and “___”, respectively, on the basis of the Policy], and that such ratings are in effect on the Closing Date; (11) an opinion of counsel to Wells Fargo Bank,
N.A. (the “Bank”) dated the Closing Date and addressed to the Underwriter, the City and the Corporation to the effect that (i) the Bank is a national banking association duly organized,
validly existing and in good standing under the laws of the United States; (ii) the Bank has the corporate trust power and authority to execute and deliver, and to perform all of its
obligations under the Trust Agreement and the Assignment Agreement; (iii) the Trust Agreement and the Assignment Agreement have been duly executed and delivered by the Bank and, insofar
as the laws governing trust powers of the Bank are concerned and assuming due authorization, execution and delivery thereof by the Corporation, constitute the legal, valid and binding
agreement of the Bank, enforceable against the Bank in accordance with their respective terms, subject as to enforcement to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting the enforcement of creditors’ rights generally from time to time in effect and to general principles of equity; and (iv) the Series 2010A Certificates have been
executed and delivered by the Bank in accordance with the Trust Agreement; (12) executed counterparts of the Financing Documents; (13) an executed copy of the blanket letter of representations
between the City and DTC; (14) at least two copies of the Offering Statement executed by the Mayor or Vice Mayor of the City; [(15) evidence satisfactory to the Underwriter that the
Policy described in the Offering Statement has been issued by the Insurer and is in full force and effect;] [(16) an opinion of counsel to the Insurer, dated the Closing Date, addressed
to the City and the Underwriter, to the effect that: (i) the Insurer is a stock insurance Page 198 of 211
15 company duly incorporated and
validly existing and in good standing under the laws of the State of New York and domiciled in the State of New York and subject to regulation by the State of New York; (ii) the Policy
has been duly executed and is a valid and binding obligation of the Insurer enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization,
rehabilitation, and other similar laws of general applicability as to creditors rights; and (iii) the statements contained in the Preliminary Offering Statement and Offering Statement
under the caption “FINANCIAL GUARANTY INSURANCE” and in “APPENDIX F”, insofar as such statements constitute a description of the Insurer and a summary of the Policy, accurately describe
the Insurer and summarize the Policy;] (17) evidence that all necessary federal tax forms required in connection with the issuance of the Series 2010A Certificates have been executed
by the City for filing with the Internal Revenue Service; (18) 18) an executed counterpart of the Continuing Disclosure Agreement; (19) such additional legal opinions, certificates (including
such certificates as may be required by regulations of the Internal Revenue Service in order to establish the exclusion from gross income, for federal income tax purposes, of the interest
portion of the Basic Lease Payments paid to the owners of the Series 2010A-1 Certificates, which certificates shall be satisfactory in form and substance to Special Tax Counsel) and
other evidence as the Underwriter, Special Tax Counsel, Disclosure Counsel or Co-Counsel to the Underwriter may reasonably deem necessary. (c) The representations and warranties of the
City contained in Section 4 hereof and of the Corporation in Section 5 hereof shall be true on and as of the Closing Date with the same effect as if such representations and warranties
had been made on and as of the Closing Date and the City and the Corporation shall not be in default under the Contract of Purchase and the Resolution, the Corporation Resolution, the
Financing Documents, the Continuing Disclosure Agreement and the Offering Statement shall not have been amended or modified without the consent of the Underwriter. The foregoing opinions,
certificates and other evidence shall be in form and substance satisfactory to the Underwriter. If the City or the Corporation, as the case may be, shall be unable to satisfy the conditions
to the obligations of the Underwriter contained in the Contract of Purchase, or if the obligations of the Underwriter shall be terminated for any reason permitted by the Contract of
Purchase, the Contract of Purchase shall terminate and neither the Underwriter nor the City nor the Corporation shall be under any further obligation hereunder, except as provided in
Section 8 hereof and except that the Good Faith Check shall be returned to the Underwriter by the City. After the date of this Contract of Purchase and for the period ending 25 days
after the End of the Underwriting Period (but not later than 90 days after the Closing Date), (a) the City will not adopt any amendment of, or supplement to, the Offering Statement that,
after having been furnished with a copy, shall be reasonably disapproved by the Underwriter and, (b) if at any Page 199 of 211
16 time prior to Closing and within 25 days following the End of the Underwriting Period (as defined herein) any event known to the City relating to or affecting the City, the Corporation,
the City, the Resolution, the Ordinance, the Corporation Resolution, the Basic Lease Payments, the Financing Documents, the Continuing Disclosure Agreement or the Series 2010A Certificates
shall occur which might affect the correctness or completeness of any statement of a material fact contained in the Offering Statement, the City will promptly notify the Underwriter
in writing of the circumstances and details of such event. If, as a result of such event it is necessary, in the opinion of the Finance Director, the Counsel to the City, the City Manager
or his duly authorized designee, Special Tax Counsel, Disclosure Counsel, the Underwriter or Co-Counsel to the Underwriter, to amend or supplement the Offering Statement so that it does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they
were made, not misleading, and if any such party shall have so advised the City, the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment
of or a supplement to such Offering Statement, in form and substance satisfactory to the Underwriter, which will so amend or supplement such Offering Statement so that, as amended or
supplemented, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. For purposes of this Contract of Purchase, the term “End of the Underwriting Period” for the Underwriter means the later of
the Closing Date or the date Underwriter does not retain directly an unsold balance of the Series 2010A Certificates for sale to the public. In the event that the End of the Underwriting
Period is a date other than the Closing Date, the Underwriter shall on the Closing Date so notify the City in writing of such fact, and thereafter shall notify the City on the date that
the underwriting period ends that such period has ended. 7. Termination of Contract of Purchase The Underwriter may terminate this Contract of Purchase, without liability therefor, by
written notification to the City, if at any time subsequent to the date of this Contract of Purchase and at or prior to the Closing: (a) The marketability of the Series 2010A Certificates
or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation
(other than any actions taken by either House of Congress on or prior to the date hereof) (i) enacted or adopted by the United States, (ii) recommended to the Congress or otherwise endorsed
for passage, by press release, other form of notice or otherwise, by the President of the United States, the Chairman or ranking minority member of the Committee on Finance of the United
States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii)
favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration,
or by any decision of any court of the United States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the
Internal Revenue Service or any other authority or regulatory body of the United States, or by a release or announcement or communication issued or sent by the Treasury Department or
the Internal Page 200 of 211
17 Revenue Service of the United States, or any comparable legislative, judicial or administrative development affecting the federal tax status of the City, its property or income, obligations
of the general character of the Series 2010A Certificates, as contemplated hereby; or (b) Any legislation, rule, or regulations shall be introduced in, or be enacted or adopted by any
department or agency in the State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be rendered which, in the reasonable opinion of the
Underwriter, materially adversely affects the market for the Series 2010A Certificates or the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates;
or (c) Any amendment to the Offering Statement, the Resolution or the Financing Documents is proposed by the City or deemed necessary by Special Tax Counsel, or the Underwriter which,
in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2010A Certificates or the sale, at the contemplated offering prices by the Underwriter
of the Series 2010A Certificates; or (d) A national or international calamity, crisis, an outbreak of war or national emergency, or an escalation of an ongoing or threatened hostility,
calamity, or crisis in which the United States is engaged or becomes engaged shall have occurred, which in the sole opinion of the Underwriter adversely affects the market for the Series
2010A Certificates or the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates; or (e) Legislation shall be enacted or adopted, or any action
shall be taken by, or on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of Co-Counsel to the Underwriter, has the effect of requiring the contemplated
distribution of the Series 2010A Certificates to be registered under the Securities Act of 1933, as amended, or the Resolution, the Corporation Resolution or the Trust Agreement to be
qualified under the Trust Indenture Act of 1939, as amended, and compliance therewith cannot be accomplished prior to the Closing; or (f) Legislation shall be introduced by amendment
or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered,
or a stop order, ruling, release, regulation, official statement or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having
jurisdiction of the subject matter of the Series 2010A Certificates shall have been proposed, issued or made (which is beyond the control of the Underwriter or the City to prevent or
avoid) to the effect that the issuance, offering or sale of the Series 2010A Certificates, including all the underlying obligations as contemplated hereby or by the Offering Statement,
or any document relating to the issuance, offering or sale of the Series 2010A Certificates is or would be in violation of any of the federal securities laws at Closing, including the
Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in
effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Series 2010A Certificates, as contemplated hereby;
or Page 201 of 211
18 (g) There shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the City or proceedings under the federal or
State of Florida bankruptcy laws shall have been instituted by the City, in either case the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and
adversely affect (i) the market price or the marketability of the Series 2010A Certificates, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2010A
Certificates; or (h) A general banking moratorium shall have been declared by the United States, New York or Florida authorities or a material disruption in commercial banking or securities
settlement or clearance services shall have occurred, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2010A Certificates or
the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates; or (i) Any national securities exchange, or any governmental authority, shall impose,
as to the Series 2010A Certificates or obligations of the general character of the Series 2010A Certificates any material restrictions not now in force, or increase materially those
now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter, or the establishment of material restrictions upon trading
of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange; or (j) Legal action shall have been filed against the City or
the Corporation wherein an adverse ruling would adversely affect the transactions contemplated hereby or by the Offering Statement or the validity of the Series 2010A Certificates, the
Resolution, the Corporation Resolution, the Financing Documents, the Continuing Disclosure Agreement or this Contract of Purchase; provided, however, that as to any such litigation,
the City may request and the Underwriter may accept an opinion of Counsel to the City, Special Tax Counsel, or of other counsel acceptable to the Underwriter, that in such counsel’s
opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit; or (k) Either of the respective
[insured ratings on the Series 2010A Certificates shall have been downgraded below “___” by Moody’s or “___” by S&P or either of the respective underlying] ratings shall have been downgraded
below “___” by Moody’s or “___” by S&P or either of the ratings on the Series 2010A Certificates shall have been withdrawn, the effect of which in either case, in the opinion of the
Underwriter, is to affect materially and adversely the market prices of the Series 2010A Certificates; or trading in any securities of the City shall have been suspended on any national
securities exchange; or any proceeding shall be pending or threatened by the Securities and Exchange Commission Commission against the City; or a general suspension of trading on the
New York Stock Exchange or the American Stock Exchange or other national securities exchange shall have occurred; or (l) Any information shall have become known which, in the Underwriter’s
reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Offering Statement, as the information contained therein
has been supplemented or amended by other information, as of the date furnished or supplied to the Underwriter and until the End of the Underwriting Period thereafter, or causes the
Offering Page 202 of 211
19 Statement, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact required or necessary to be
stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice of same by the City,
the City fails to promptly amend or supplement the Offering Statement in a manner which is reasonably acceptable in form and content to the Underwriter; or (m) An event occurs as a result
of which the Offering Statement, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact which is required or necessary
to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading which, in the reasonable opinion of the
Underwriter, requires an amendment or supplement to the Offering Statement and, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Series
2010A Certificates or the contemplated offering prices thereof and upon the receipt of notice by the City, the City fails to promptly amend or supplement the Offering Statement in a
manner which is reasonably acceptable in form and content to the Underwriter. 8. Expenses (a) The City shall pay or cause to be paid all reasonable expenses incident to the performance
of its obligations under this Contract of Purchase, including, but not limited to, (i) the costs of printing or other reproduction (for distribution prior to, on or after the date of
acceptance of this Contract of Purchase) of copies of the Preliminary Offering Statement and the Offering Statement, (ii) fees and disbursements of Special Tax Counsel and Disclosure
Counsel, (iii) fees and expenses of the City’s accountants, (iv) any fees charged by investment rating agencies for the rating of the Series 2010A Certificates, (v) fees and expenses
of the Trustee, Trustee, (vi) bond insurance premiums, the expenses of travel, meals and lodging for City representatives to attend conferences with the rating agencies, investor meetings,
and pricing meetings relating to the issuance of the Series 2010A Certificates, and (vii) any fees for experts or consultants retained by the City. In the event this Contract of Purchase
shall terminate because of the default of the Underwriter, the City will, nevertheless, pay or cause to be paid, all of the expenses specified above, if liability exists therefor, and
shall accept the proceeds of the Good Faith Check as full and complete payment from the Underwriter for costs and damages incurred by the City. (b) The Underwriter shall pay all expenses
incident to their performance hereunder, including, but not limited to, (i) the fees and disbursements of Co-Counsel to the Underwriter and (ii) all other expenses incurred by them or
any of them in connection with their offering and distribution of the Series 2010A Certificates and for the the preparation, printing and separate distribution, if any, of the Blue Sky
memoranda and legal investment surveys. (c) In the event either the City or the Underwriter shall have paid obligations of the other as set forth in this Section, appropriate reimbursements
and adjustments shall be made. 9. Truth in Bonding Statement Page 203 of 211
20 The City is proposing to cause the Series 2010A Certificates to be executed and delivered for the purpose of: providing funds sufficient to (i) finance and, in some cases, refinance
a portion of the cost of acquisition and construction of certain real property and improvements (as described in the Offering Statement), and (ii) paying costs associated with the issuance
of the Series 2010A Certificates, including the premium for the Policy. This obligation is expected to be repaid over a period of approximately __ years. At a true interest cost of __%,
total interest paid over the life of the obligation will be $__________. The source of repayment or security for this proposal to execute and deliver the Series 2010A Certificates is
exclusively limited to certain Basic Lease Payments of the City. The authorization of this obligation will result in approximately $__________ (representing the average annual sinking
fund payments starting in fiscal year ____ with respect to the Series 2010A Certificates) of funds used to make Sinking Fund Payments being unavailable to the City to finance other projects
of the City each year during the term of the Series 2010A Lease or any extension thereof, subject to annual appropriation by the City. 10. Miscellaneous (a) All notices, demands, formal
actions or other communications hereunder shall be in writing and mailed, telecopied or delivered to: The City: City of Miami Gardens, Florida Attention: Finance Director Building 5,
Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 The Underwriter: Loop Capital Markets LLC Attn: Managing Director 212 S. Orange Avenue, Suite 1500 Orlando, Florida 32801
The Corporation: Miami Gardens Leasing Corporation Attention: President c/o City of Miami Gardens Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 (or such other
addresses as may be designated in writing to the other party) (b) This Contract of Purchase will inure to the benefit of and be binding upon the parties and their successors and assigns,
and will not confer any rights upon any other person. The terms “successors” and “assigns” shall not include any purchaser of any of the Series 2010A Certificates from the Underwriter
merely because of such purchase. (c) All the representations, warranties, covenants and agreements of the City or the Corporation, as the case may be, in this Contract of Purchase shall
remain operative and in full force and effect as if made on the date hereof and the date of Closing, regardless of (i) any Page 204 of 211
21 investigation made by or on behalf of the Underwriter, or (ii) delivery of and any payment for the Series 2010A Certificates hereunder. (d) The agreements contained in Sections 2
and 8 hereof shall survive any termination of this Contract of Purchase. (e) Section headings have been inserted in this Contract of Purchase as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Contract of Purchase and will not be used in the interpretation of any provisions of this Contract of Purchase.
(f) If any provision of this Contract of Purchase shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction
or jurisdictions because it conflicts with any provisions of any constitution, statute, or rule of public policy, or for any other reasons, such circumstances shall not have the effect
of rendering the provision in question invalid, inoperative or unenforceable in any other case case or circumstances, or of rendering any other provision or provisions of this Contract
of Purchase invalid, inoperative or unenforceable to any extent whatever. (g) This Contract of Purchase encompasses the entire agreement of the parties, and supersedes all previous understandings
and agreements between the parties hereto, whether oral or written. (h) This Contract of Purchase may be executed in several counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same document. (i) This Contract of Purchase shall be governed by and construed in accordance with the laws of the State of Florida. (j)
This Contract of Purchase shall become effective upon the execution and the acceptance hereof by the City through its Mayor and approval by the Corporation and shall be valid and enforceable
at the time of such acceptance and approval. Page 205 of 211
Very truly yours, LOOP CAPITAL MARKETS LLC By: Margaret Lezcano, Managing Director Accepted and agreed to as of the date first above written: CITY OF MIAMI GARDENS, FLORIDA By: Shirley
Gibson, Mayor Approved as of the date first above written: MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson, President [Contract of Purchase -Series 2010A Certificates] Page 206
of 211
Schedule I-1 SCHEDULE I SERIES 2010A CERTIFICATE TERMS Aggregate principal amount: $___________ Dated: Date of Delivery Due: ____ 1, as shown below Series 2010A-1 Certificates MATURITIES,
AMOUNTS, INTEREST RATES, YIELDS AND PRICES $__________ Serial Series 2010-A-1 Certificates Maturity (______ 1) Principal Amount Interest Rate Yield Price $__________ ____% Series 2010A-1
Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ $__________ ____% Series 2010A-1 Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ Series 2010A-1
Prepayment Provisions Page 207 of 211
Schedule I-2 Series 2010A-2 Certificates MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND PRICES $__________ Serial Series 2010-A-2 Certificates Maturity (______ 1) Principal Amount Interest
Rate Yield Price $__________ ____% Series 2010A-2 Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ $__________ ____% Series 2010A-2 Term Certificates maturing _______
1, ___ Yield ____% -Price ________ Series 2010A-2 Prepayment Provisions Page 208 of 211
Schedule II-1 SCHEDULE II DISCLOSURE LETTER October __, 2010 City of Miami Gardens, Florida Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Re: $___________ CERTIFICATES
OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee,
Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, $___________ CERTIFICATES OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build America
Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant
to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, Ladies and Gentlemen: In connection with the proposed issuance of the above captioned certificates
of participation (the “Series 2010A Certificates”), Loop Capital Markets LLC (the “Underwriter”) has offered to underwrite a public offering of the Series 2010A Certificates. Arrangements
for underwriting the Series 2010A Certificates will include a Contract of Purchase between City of Miami Gardens, Florida (the “City”), Miami Gardens Leasing Corporation (the “Corporation”)
and the Underwriter, dated October __, 2010, which will embody the negotiations in respect thereof. The Underwriter hereby makes the following disclosures to the City. The Underwriter
is acting as an investment banker to the City for the public offering of the Series 2010A Certificates, executed and delivered in the aggregate principal amount of $___________. The
total fee to be paid to the Underwriter pursuant to the Contract of Purchase is $_________. Page 209 of 211
Schedule II-2 1. Expenses estimated to be incurred by the Underwriter in connection with the issuance of the Series 2010A Certificates: Underwriter’s Expenses $/1,000 Amount Underwriter’s
Counsel Fees $ $ State Municipal Advisory Fee CUSIP Fees DTC Out-of-Pocket Expenses Total* $ $ _________ * Numbers may not agree to total due to rounding. 2. Names, addresses and estimated
amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker or financial consultant or advisor and who enters
into an understanding with either the City or the Underwriter, directly, expressly or impliedly, to act solely as an intermediary between the City and the Underwriter for the purpose
of influencing any transaction in the purchase of the Series 2010A Certificates: None 3. The amount of underwriting spread expected to be realized: $/1,000 Amount Average Takedown: $
$ Expenses: Total $ $ 4. Any other fee, bonus and other compensation estimated to be paid by the the Underwriter in connection with the Series 2010A Certificates to any person not regularly
employed or retained by the Underwriter: None Page 210 of 211
Schedule II-3 5. The name and address of the Underwriter connected with the Series 2010A Certificates: Loop Capital Markets LLC 212 S. Orange Avenue, Suite 1500 Orlando, Florida 32801
Very truly yours, LOOP CAPITAL MARKETS LLC By: Margaret Lezcano, Managing Director Page 211 of 211