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HomeMy WebLinkAboutCRA-R-17-0034 Exhibit ADraft and ongoing negotiations LOAN AGREEMENT Dated as of July _, 2017 By and Between OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY and BANKUNITED, N.A. 41783212; ]Draft and ongoing negotiations TABLE OF CONTENTS (The Table of Contents for this Loan Agreement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Loan Agreement.) Page ARTICLE I DEFINITION OF TERMS......................................................................................... 1 Section1.01. Definitions................................................................................................... 1 Section 1.02. Interpretation............................................................................................... 4 Section 1.03. Titles and Headings..................................................................................... 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES ......................... 5 Section 2.01. Representations and Warranties of Agency ................................................ 5 Section 2.02. Covenants of the Agency............................................................................. 5 Section 2.03. Representations and Warranties of Bank .................................................... 5 ARTICLE III THE NOTE.............................................................................................................. 6 Section 3.01. Purpose and Use.......................................................................................... 6 Section3.02. The Note...................................................................................................... 6 Section 3.03. Adjustment to Note Rate............................................................................. 7 Section 3.04. Creation and Application of Moneys in Restricted Debt Service Reserve Account......................................................................................... 7 Section 3.05. Conditions Precedent to Issuance of Note ................................................... 7 Section 3.06. Registration of Transfer; Assignment of Rights of Bank ............................ 9 Section 3.07. Ownership of the 2017 Notes.................................................................... 10 Section 3.08. Use of Proceeds of 2017 Notes Permitted Under Applicable Law ........... 10 Section 3.09. Authentication........................................................................................... 10 ARTICLE IV COVENANTS OF THE AGENCY....................................................................... 10 Section 4.01. Performance of Covenants........................................................................ 10 Section 4.02. Payment of 2017 Notes............................................................................. 10 Section 4.03. Tax Covenant............................................................................................. 10 Section 4.04. Additional Debt......................................................................................... 11 ARTICLE V EVENTS OF DEFAULT AND REMEDIES......................................................... 11 Section5.01. Events of Default.......................................................................................11 Section 5.02. Exercise of Remedies................................................................................ 12 Section 5.03. Remedies Not Exclusive............................................................................ 13 Section 5.04. Waivers, Etc.............................................................................................. 13 ARTICLE VI MISCELLANEOUS PROVISIONS...................................................................... 13 Section 6.01. Covenants of Agency, Etc.; Successors.................................................... 13 Section 6.02. Term of Agreement................................................................................... 13 Section 6.03. Amendments and Supplements................................................................. 13 Section6.04. Notices....................................................................................................... 13 Section 6.05. Benefits Exclusive..................................................................................... 14 i Draft and Ongoing negotiations Section 6.06. Severability................................................................................................ 14 Section 6.07. Payments Due on Non Business Days ....................................................... 14 Section 6.08. Counterparts.............................................................................................. 14 Section 6.09. Applicable Law......................................................................................... 15 Section 6.10. No Personal Liability................................................................................. 15 Section 6.11. Waiver of Jury Trial.................................................................................. 15 Section 6.12. Waiver of Right of Setoff.......................................................................... 15 Section 6.13. Incorporation by Reference....................................................................... 15 ExhibitA Form of Note................................................................._..................................... A-1 ii Draft and Ongoing negotiations LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement"), made and entered into this day of July, 2017, by and between OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (the "Agency" or the "Issuer"), a community redevelopment agency created pursuant to Chapter 163, Part III, Florida Statutes, and BANKUNITED N.A. , a national banking association, and its successors and assigns (the "Bank'). WITNESSETH: WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings specified in Article I of this Agreement; WHEREAS, the Agency, pursuant to the provisions of the Florida Constitution, Chapter 163, Part III, Florida Statutes, particularly Section 163.385, Florida Statutes, and any other applicable provisions of law (all of the foregoing, collectively, the "Act"), and Resolution No. _ adopted by the Agency on June _, 2017, is authorized to issue "redevelopment revenue bonds" for the Agency's public purposes, provided such borrowing has been authorized by a resolution or ordinance of the governing body of the City of Miami, Florida (the "City Commission") and by the Board of County Commissioners of Miami -Dade County (the `Board of County Commissioners"), Florida; and WHEREAS, the City Commission adopted Resolution No. on June _, 2017, authorizing and approving the issuance by the Agency of its not exceeding $25,000,000 in aggregate principal amount of its Tax Increment Revenue Notes, to be issued as the Tax Increment Revenue Note, Taxable Series 2017A and Tax Increment Revenue Note, Tax-exempt Series 2017B (collectively, the "2017 Notes") for the purpose of financing the costs of the Agency's 2009 Amended Omni Area Community Redevelopment Plan, including support of affordable housing, acquisition of real estate and other capital projects (the "2017 Project"); and WHEREAS, the Board of County Commissioner adopted Resolution No. on 2017, authorizing and approving the issuance by the Agency of the 2017 Notes; and WHEREAS, the Agency has accepted the commitment of the Bank to purchase the 2017 Notes but only upon the terms and conditions of this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings as follows: "Act" shall have the meaning assigned to that term in the recitals hereof. 41783212;1 "Agreement" shall mean this Loan Agreement and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Denomination" shall mean the outstanding principal of each of the 2017 Notes. "Bond Counsel" shall mean, Akerman LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions hired by the Agency to render an opinion on such matters with regard to the Note. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which the office of the Bank at which payments on the Note are due is lawfully closed. "Chairperson" shall mean the Chairperson of the Agency. "City" shall mean the City of Miami, Florida, a municipal corporation of the State of Florida. "City Resolution" shall mean Resolution No. , duly adopted by the City Commission of the City on June _, 2017. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder. "Community Redevelopment" shall have the meaning ascribed to such term in the Act. "Community Redevelopment Area" shall mean those areas designated as the Omni community redevelopment area pursuant to Chapter 163, Part III, Florida Statutes, the Establishment Ordinance and other resolutions and ordinances of the County and the City. "County" means Miami -Dade County, a political subdivision and charter county of the State of Florida. "Debt Service" means principal and interest, and other debt -related costs, due in connection with the Note, as applicable. "Default Rate" shall mean % to be calculated on the basis of a 360-day year of 12 thirty -day months. "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the 2017B Note is or was includable in the gross income of an Owner for Federal income tax purposes; provided, no Determination of Taxability shall be deemed to occur unless the Issuer has been given written notice of such occurrence and, to the extent permitted by law, an opportunity to participate in and seek, at the Issuer's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability. 2 41783212;1 "Determination of Taxability Period" shall mean the period of time between (a) the earliest date that the Internal Revenue Service imposes federal income tax on the interest on any the 2017A Note and (b) the earlier of the effective date of the Determination of Taxability or the date the 2017A Note ceases to be outstanding or such federal income tax is no longer imposed on such interest. "Establishment Ordinances" means (i) Ordinance 87-47, enacted by the County on December 2, 1986, as amended by ; ii) Ordinance enacted by the City on 1986, as amended by , and (iii) [reference other authorizing legislation], as such ordinances, resolutions and other legislative actions have been and may be hereafter amended and supplemented from time to time. "Event of Default" shall mean an Event of Default as defined in Section 5.01 of this Agreement. "Final Maturity Date" shall mean the date on which all principal and all unpaid interest accrued on the 2017 Notes shall be due and payable in full, which date shall be September 1, 2029. "Fiscal Year" shall mean the 12-month period commencing October 1 of each year and ending on the succeeding September 30, or such other 12-month period as the Agency may designate as its "fiscal year" as permitted by law. "Governing Body" shall mean the board of the Agency or its successor in function. "Increment Revenues" shall mean the funds deposited into the Redevelopment Trust Fund in accordance with Section 163.387, Florida Statutes. Increment Revenues are not Pledged Revenues until so deposited. "Interest Payment Date" shall mean each March 1 and September 1, commencing March 1, 2017. "Interlocal Agreements" shall mean the following agreements of the Agency, pursuant to which the Agency has agreed to apply a portion of the Increment Revenues to finance a project or to provide economic incentives: (i) Interlocal Agreement, dated December 31, 2007 among the Agency, the City and the County (relating to the Performing Arts Center); (ii) Global Agreement, dated , , among the Agency, the City and [Museum Park] (relating to Museum Park); (iii) Global Agreement for Port Tunnel Project, dated , among the Agency, the City and the County; and (iv) [List other Interlocal Agreements which provide for a senior application of TIF]. "Interlocal Agreement Obligations" shall mean the payments required to be made by the Agency under the Interlocal Agreements. "Investment Securities" shall mean any investments permitted by the Agency's investment policy as amended from time to time. 41783212;1 "Loan" shall mean the loan from the Bank to the Agency pursuant to this Agreement in an amount equal to the outstanding principal of the 2017 Notes, together with unpaid interest which has accrued. "Noteholder" or "Holder(s)" or "Owners" shall mean the Bank as the holder of the 2017 Notes and any subsequent registered holder of the 2017 Notes. "Pledged Revenues" shall mean the Increment Revenues and all amounts on deposit in the Restricted Debt Service Reserve Account. "Redevelopment Trust Fund" shall mean the redevelopment trust fund established for the Agency under Section 163.387, Florida Statutes and the Establishment Ordinances. "Resolution" shall mean Resolution No. , duly adopted at a meeting of the Agency on June _, 2017, which, among other things, authorized and confirmed the borrowing of the Loan and execution and delivery of this Agreement and the issuance of the Note. "Reserve Requirement" shall mean an amount equal to the lesser of (i) the maximum annual debt service on the 2017 Notes, (ii) 125% of the average annual debt service on the 2017 Notes, and (iii) 10% of the net proceeds of the 2017 Note. "Restricted Debt Service Reserve Account" shall mean the account established by that name to Section 3.04 hereof. "Taxable Note Rate" shall mean %, calculated on the basis of a 360-day year of 12, 30-day months. "Tax-exempt Note Rate" shall mean % (as modified by the adjustment as described in Section 3.03 hereof), calculated on the basis of a 360-day year of 12, 30-day months. "Vice Chairperson" shall mean the Vice Chairperson of the Agency. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.03. Titles and Headings. The titles and headings of the Articles and Sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. 4 41783212;1 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES Section 2.01. Representations and Warranties of Agency. The Agency represents and warrants to the Bank as follows: (a) Existence. The Agency is a community redevelopment agency of the State of Florida, duly created and validly existing under the laws of the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the Note to the Bank. The making, execution and performance of this Agreement on the part of the Agency and the issuance and delivery of the Note has been duly authorized by all necessary action on the part of the Agency and will not violate or conflict with the Act, or any agreement, indenture or other instrument by which the Agency or any of its material properties is bound. (b) No Financial Material Adverse Change. No material adverse change in the financial condition of the Agency or the Pledged Revenues has occurred since the most recent audited financial statements of the Agency. (c) Powers of Agency. The Agency has the legal power and authority to pledge the Pledged Revenues to the repayment of the Loan as described herein. (d) Authorizations, etc. No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the Agency of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished. (e) No Lien. The Increment Revenues are not pledged or encumbered in any manner other than to the Interlocal Agreement Obligations. Section 2.02. Covenants of the Agency. The Agency covenants as follows: (a) The Agency will not take any action to reduce the boundaries of the Community Redevelopment Area as such exist on the date hereof. (b) To provide the Bank within 60 days of adoption, its annual budget and on or before June 20 of each Fiscal Year the Agency's and the City's audited financial statements. (c) To provide each Bank with such additional financial information as is readily available to the Agency as such Bank shall request. Section 2.03. Representations and Warranties of Bank. The Bank represents and warrants to the Agency as follows: (a) Existence. The Bank is a national banking association with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The performance of this Agreement on the part of the Bank and the making of the Loan have been duly authorized by 41783212;1 all necessary action on the part of each Bank and will not violate or conflict with applicable law or any material agreement, indenture or other instrument by which each Bank is bound. (b) Validity. This Agreement is a valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and specifically creditors' rights as the same relate to Bank) and except to the extent that the availability of certain remedies may be precluded by general principles of equity. (c) Knowledge and Experience. The Bank (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of making the Loan and investing in the Note, (ii) has received and reviewed such financial information concerning the Agency and the City as it has needed in order to fairly evaluate the merits and risks of making the Loan and investing in the Note; and (iii) is purchasing the Note as an investment for its own account and not with a view toward resale to the public. (d) Commitment Letter Superseded. The Bank agrees that its commitment letter dated May _, 2017 to the Agency regarding the Loan is superseded by this Agreement. ARTICLE ITT THE NOTE Section 3.01. Purpose and Use. On the date of this Agreement, the Bank shall make available to the Agency the Loan in the principal amount of $25,000,000. The proceeds available under this Agreement shall be used solely to pay the costs of the Series 2017 Project and to pay costs of issuing the Note. Section 3.02. The Notes. The Note shall be substantially in the form set forth as Exhibit "A" to this Agreement. The general terms of the Note shall be as follows: (a) Amount of 2017 Notes. The principal amount of the 2017A Note shall be $ The principal amount of the 2017B Note shall be $ (b) Interest Rates. The 2017A Note shall bear interest at the Tax-exempt Note Rate. Upon the occurrence of the event specified in Section 3.03 of this Agreement, the Tax-exempt Note Rate shall be adjusted as therein provided. The 2017B Note shall bear interest at the Taxable Note Rate. Upon the occurrence and continuation of an Event of Default, the 2017 Notes shall bear interest at the Default Rate. (c) Prepay. [The 2017 Notes may be prepaid by the Agency in whole or in part at any time at a prepayment price equal to the principal amount of the 2017 Notes to be prepaid, plus accrued interest to the prepayment date.] 6 41783212;1 (d) Principal Pam. The principal of the 2017 Notes shall be due on each September 1 as provided in the 2017 Notes. Section 3.03. Adjustment to Note Rate. The Tax-exempt Note Rate shall be subject to adjustment by the Holder as hereinafter described. In the event of a Determination of Taxability, the Tax-exempt Note Rate shall be adjusted to cause the yield on the 2017A Note to equal what the yield on the 2017A Note would have been absent such Determination of Taxability (the "Taxable Rate") effective retroactively to the effective date of such Determination of Taxability. Within sixth (60) days of a Determination of Taxability, the Agency agrees to pay to the Holder or Holders subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (a) interest on the 2017A Note for the Determination of Taxability Period at a rate equal to the Taxable Rate and (b) the aggregate amount of interest payable on the 2017A Note for the Determination of Taxability Period under the 2017A Note without considering the Determination of Taxability that has been paid to the Holder(s), plus (ii) any penalties and interest paid or payable by such Holder to the Internal Revenue Service by reason of such Determination of Taxability. The Holder shall promptly notify the City in writing of any adjustments pursuant hereto. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant hereto may be retroactive. The Holder shall certify to the City in writing the additional amount, if any, due to the Holder as a result of an adjustment pursuant hereto, which certification shall be conclusive absent manifest error. Notwithstanding any provision here to the contrary, in no event shall the interest rate on the 2017 Notes exceed the maximum rate permitted by law. Section 3.04. Creation and Application of Moneys in Restricted Debt Service Reserve Account . There is hereby created the Restricted Debt Service Reserve Account into which $ shall be deposited in connection with the issuance and delivery of the 2017 Notes. Funds on deposit in the Restricted Debt Service Reserve Account shall be used to pay debt service on the 2017 Notes to the extent Increment Revenues are insufficient therefor. Amounts in the Restricted Debt Service Reserve Account shall be used only for such purpose. If on any Interest Payment Date the amount in the Restricted Debt Service Reserve Account is less than the Reserve Requirement, the Agency shall, after provision for payment of the Interlocal Agreement Payments payable in the then current Fiscal Year and principal and interest then due on the 2017 Notes, deposit Increment Revenues in the Restricted Debt Service Reserve Account sufficient to cure such deficiency. Amounts in the Restricted Debt Service Reserve Account may be invested by the Agency in Investment Securities and the earning thereon shall be deposited into the Restricted Debt Service Reserve Account. If on the day succeeding an Interest Payment Date the amount in the Restricted Debt Service Reserve Account is greater than the Reserve Requirement, the Agency may withdraw the excess for any lawful purpose. Section 3.05. Conditions Precedent to Issuance of Notes. Prior to or simultaneously with the issuance of the Note, there shall be filed with the Bank the following, each in form and substance reasonably acceptable to the Bank: 7 41783212;1 (a) an opinion of counsel to the Agency and the City substantially to the effect that (i) the Resolution has been duly adopted by the Agency, the City Resolution has been duly adopted by the City and this Agreement and the 2017 Notes have been duly authorized, executed and delivered by the Agency and each constitutes a valid, binding and enforceable agreement of the Agency in accordance with their respective terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, financial emergency or other laws affecting creditors' rights generally or by usual equity principles; (ii) the Agency's execution, delivery and performance of this Agreement and execution and issuance of the 2017 Notes are not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected; (iii) the execution, issuance and delivery of the 2017 Notes has been duly and validly authorized by the Agency and the City, and the 2017 Notes constitute valid and binding special obligations of the Agency enforceable in accordance with their terms; (iv) the Agency (A) is a community redevelopment agency duly organized and validly existing under the laws of the State of Florida, and (B) has power and authority to adopt the Resolution, to execute and deliver this Agreement and the 2017 Notes, and to consummate the transactions contemplated by such instruments; (v) the execution, delivery and performance of the 2017 Notes and this Agreement, and compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do not and will not in any material respect conflict with, or constitute on the part of the Agency a breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Agency or to which its properties are subject or conflict with, violate or result in a breach of any existing law, administrative rule or regulation, judgment, court order or consent decree to which the Agency or its properties are subject; (vi) to the best of such counsel's knowledge, there is no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or in equity, pending or threatened in any court or other tribunal, state or federal (W) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the 2017 Notes, (X) in any way questioning or affecting the validity or enforceability of any provision of this Agreement, the 2017 Notes, or the Resolution or the City Resolution, (Y) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the 2017 Notes, or of any provision made or authorized for the payment thereof, or (Z) questioning or affecting the organization or existence of the Agency or the right of any of its officers to their respective offices; (vii) the Agency has the legal power to undertake the 2017 Project and to pay associated costs of issuance, to impose and collect the Increment Revenues and to grant a lien on the Pledged Revenues as described herein and in the Resolution; and (viii) all conditions contained in the Establishment Ordinances precedent to the issuance of the 2017 Notes have been complied with; (b) an opinion of Bond Counsel (who may rely on opinion of counsel to the Agency), substantially to such effect that such counsel is of the opinion that: (i) this Loan Agreement constitutes a valid and binding obligation of the Agency enforceable upon the Agency in accordance with its terms; (ii) the 2017 Notes are valid and binding special obligations of the Agency enforceable in accordance with their terms, payable from and secured solely by the sources provided therefor in this Loan Agreement; and (iii) assuming compliance by the Agency with certain covenants relating to requirements contained in the Code, interest on the 2017A Note is excluded from gross income for purposes of federal income taxation; 41783212;1 (c) a copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service by the Agency with respect to the 2017A Note; (d) the original executed 2017 Notes and this Agreement; and (e) such other documents as the Bank reasonably may request of the Agency and the City. Payment by the Bank of the purchase price of the Note of $25,000,000 shall be conclusive evidence that the provisions of this Section 3.05 have been complied with. Section 3.06. Registration of Transfer; Assignment of Rights of Bank. The Agency shall keep at its offices the registration of the 2017 Notes and the registration of transfers of the 2017 Notes as provided in this Agreement. The transfer of the 2017 Notes may be registered only upon the books kept for the registration of the 2017 Notes and registration of transfer thereof upon surrender thereof to the Agency together with an assignment duly executed by the Owner thereof or its attorney or legal representative in the form of the assignment set forth on the form of the 2017 Notes attached as Exhibit A to this Agreement; provided, however, that the 2017 Notes may be transferred only in whole and not in part and may not be transferred separately, and provided further, that no transfer shall be permitted absent the Agency's receipt of a certificate in form and substance similar to the one included as part of Exhibit A hereto from such proposed transferee. In the case of any such registration of transfer, the Agency shall execute and deliver in exchange for each 2017 Notes a new 2017 Note registered in the name of the transferee. In all cases in which the 2017 Notes shall be transferred hereunder, the Agency shall execute and deliver at the earliest practicable time new 2017 Notes in accordance with the provisions of this Agreement. The Agency may make a reasonable charge for every such registration of transfer of the 2017 Notes sufficient to reimburse it for any tax or other governmental charges required to be paid with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The 2017 Notes shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of the 2017 Notes on the registration books of the Agency shall be deemed to effect a transfer of the rights and obligations of the applicable transferor or under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Owner under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Owner hereunder. The Agency and the transferor shall execute and record such instruments and take such other actions as the Agency and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of the Owner under this Agreement and the 2017 Notes. In the event any 2017 Note is mutilated, lost, stolen, or destroyed, the Agency shall execute a new 2017 Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated 2017 Note, such mutilated 2017 Note shall first be surrendered to the Agency, and in the case of any lost, stolen, or destroyed 2017 Note, there first shall be furnished to the Agency evidence of such loss, theft or destruction together with an indemnity satisfactory to it. 9 41783212;1 Section 3.07. Ownership of the 2017 Notes. The person in whose name the 2017 Notes are registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the 2017 Notes shall be made only to the registered owner thereof or such Owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the 2017 Notes, and interest thereon, to the extent of the sum or sums so paid. Section 3.08. Use of Proceeds of 2017 Notes Permitted Under Applicable Law. The Agency represents, warrants and covenants that the proceeds of the 2017 Notes will be used solely to pay the costs of the 2017 Project and to pay costs of issuance of the 2017 Notes, and that such use is permitted by applicable law. Section 3.09. Authentication. Until the 2017 Notes shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A, duly executed by the manual signature of the registrar as authenticating agent, such 2017 Notes shall not be entitled to any benefit or security under this Agreement. Such certificate of the registrar upon the 2017 Notes shall be conclusive evidence that the 2017 Notes have been duly authenticated and delivered under this Agreement. ARTICLE IV COVENANTS OF THE AGENCY Section 4.01. Performance of Covenants. The Agency covenants that it will perform faithfully at all times its covenants, undertakings and agreements contained in this Agreement and the 2017 Notes or in any proceedings of the Agency relating to the Loan, that it will take all necessary steps to receive the Pledged Revenues and that it will do nothing to jeopardize its ability to receive the Pledged Revenues. Section 4.02. Payment of 2017 Notes. (a) The Agency covenants that in each Fiscal Year it will promptly upon receipt deposit all Increment Revenues into the Redevelopment Trust Fund and pay from the available Increment Revenues after provision for payment of the Interlocal Agreement Obligations the principal of and interest on the 2017 Notes coming due in such Fiscal Year and other costs and expenses due and payable to the Holder(s) under this Agreement at the place, on the dates and in the manner provided herein and in the 2017 Notes, in accordance with the terms thereof. The Agency does hereby irrevocably pledge the Pledged Revenues as security for the repayment of the 2017 Notes, subject only to the prior payment of the Interlocal Agreement Obligations. (b) The 2017 Notes is a special obligation of the Agency payable from and secured solely by the Pledged Revenues. The 2017 Notes will not constitute a general debt, liability or obligation of the Agency, the City or the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory provision. The 2017 Notes shall not constitute a lien upon any property of the Agency except upon the Pledged Revenues. Section 4.03. Tax Covenant. The Agency covenants to the purchasers of the 2017A Note that the Agency will not make any use of the proceeds of the 2017A Note at any time during the 10 41783212;1 terms of the 2017A Note which, if such use had been reasonably expected on the date the 2017A Note was issued, would have caused the 2017A Note to be an "arbitrage bond" within the meaning of the Code. The Agency will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to insure the exclusion of interest on the 2017A Note from the gross income of the holders thereof for purposes of federal income taxation. Section 4.04. Additional Debt. The Agency will not issue any debt payable on a parity with the 2017 Notes from any of the Pledged Revenues ("Parity Debt") unless there shall have been obtained and filed with the Agency a statement of the Agency Treasurer or City Finance Director (1) setting forth the amount of the Increment Revenues which have been received by the Agency during the most recent Fiscal Year for which audited financial statements are available; and (2) stating that the amount of the Increment Revenues received during the aforementioned twelve month period, less the amount necessary to provide for the Interlocal Agreement Obligations, equals at least 1.50 times the maximum annual debt service of the 2017 Notes, any debt then outstanding payable on parity with the 2017 Notes from the Increment Revenues and the proposed Parity Debt. If any outstanding debt has, or the proposed Parity Debt is to be issued with, a variable, adjustable, convertible or similar rate that is not fixed in percentage for the entire term of such debt ("Variable Rate Debt") for purposes of determining compliance with the 1.50 times maximum annual debt service provision the interest rate on such Variable Rate Debt shall be assumed to be the greater of four percent (4%) or the initial interest rate on such Variable Rate Debt plus one percent (1%). In the event any Parity Debt is to be issued for the purpose of refunding any debt secured by the Pledged Revenues then outstanding, the conditions above shall not apply, provided that the issuance of such Parity Debt shall not result in an increase in the aggregate amount of principal of and interest becoming due in the current Fiscal Year or in any subsequent Fiscal Year. The Agency shall not issue any debt having a lien on the Pledged Revenues senior to the lien thereon of the 2017 Notes without the prior written consent of the Holders of the 2017 Notes. ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.01. Events of Default. Each of the following is hereby declared an `Event of Default:" (a) payment of the principal of the 2017 Notes shall not be made when the same shall become due and payable; (b) payment of any installment of interest on the 2017 Notes shall not be made when the same shall become due and payable; or (c) the Agency shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the 2017 Notes or in this Agreement and such default shall continue for 30 days after written notice shall have been given to the Agency by the Noteholder specifying such default and requiring the same to be remedied; provided, 11 41783212;1 however, that if, in the reasonable judgment of the Noteholder, the Agency shall proceed to take such curative action which, if begun and prosecuted with due diligence, cannot be completed within a period of 30 days, then such period shall be increased to such extent as shall be necessary to enable the Agency to diligently complete such curative action but not to exceed an additional 90 days; or (d) any proceedings are instituted with the consent or acquiescence of the Agency, for the purpose of effecting a compromise between the Agency and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereinafter enacted; or (e) the Agency admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors, declares a financial emergency or consents to the appointment of a receiver or trustee for itself or shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (f) the Agency is adjudged insolvent by a court of competent jurisdiction or is adjudged bankrupt on a petition of bankruptcy filed against the Agency, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Agency, a receiver or trustee of the Agency or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (g) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property and such custody or control shall not be terminated within 90 days from the date of assumption of such custody or control. Section 5.02. Exercise of Remedies. Upon the occurrence and during the continuance of an Event of Default, the 2017 Notes shall bear interest at the Default Rate and all payments made on the 2017 Notes during any such period shall be applied first to interest and then to principal. Upon the occurrence and during the continuance of an Event of Default, a Noteholder may proceed to protect and enforce its rights under the laws of the State of Florida or under this Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Noteholder shall deem most effective to protect and enforce such rights provided that acceleration of the payments due on the 2017 Notes shall not be a remedy hereunder. In addition the Noteholder may recover from the Agency the reasonable fees and expenses of attorneys and other reasonable expenses incurred by it in the collection of payments due or the enforcement of performance of any other obligations of the agency hereunder upon an Event of Default, at all levels of the proceedings whether incurred in connection with collection, bankruptcy proceedings, trial, appeal or otherwise. 12 41783212;1 Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon or reserved to a Noteholder is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. However, in no event shall the 2017 Notes be subject to acceleration of the maturity thereof. Section 5.04. Waivers, Etc. No delay or omission of a Noteholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein; and every power and remedy given by this Agreement to a Noteholder may be exercised from time to time and as often as may be deemed expedient. A Noteholder may waive any default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Agreement or before the completion of the enforcement of any other remedy under this Agreement, but no such waiver shall be effective unless in writing and no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Covenants of Agency, Etc.; Successors. All of the covenants, stipulations, obligations and agreements contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the Agency to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time, and upon any officer, board, commission, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Section 6.02. Term of Agreement. This Agreement shall be in full force and effect from the date hereof until the 2017 Notes and all other sums payable to the Noteholders hereunder have been paid in full except for those obligations under Section 3.03 hereof which survive payment of the 2017 Notes. Section 6.03. Amendments and Supplements. This Agreement may be amended or supplemented from time to time only by a writing duly executed by each of the Agency and 100% of the Noteholders. Section 6.04. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Agency or the Bank, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if and when sent by certified mail, return receipt requested: (a) As to the Agency: 13 41783212;1 Omni Community Redevelopment Agency 1401 N Miami Avenue — 2nd Floor Miami, Florida 33136 Attention: Executive Director (b) As to Bank: BankUnited, N.A. 7765 NW 148 Street Miami Lakes, Florida 33016 Attention: Percy R. Aquila or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Any party may, by notice sent to the others, designate a different or additional address to which notices under this Agreement are to be sent. Section 6.05. Benefits Exclusive. Except as herein otherwise provided, nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Agency and the Noteholder, any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the Agency and the Noteholder. Section 6.06. Severability. In case any one or more of the provisions of this Agreement, any amendment or supplement hereto or of the 2017 Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, any amendment or supplement hereto or the 2017 Notes, but this Agreement, any amendment or supplement hereto and the 2017 Notes shall be construed and enforced at the time as if such illegal or invalid provisions had not been contained therein, nor shall such illegality or invalidity or any application thereof affect any legal and valid application thereof from time to time. In case any covenant, stipulation, obligation or agreement contained in the 2017 Notes or in this Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Agency to the full extent from time to time permitted by law. Section 6.07. Payments Due on Non Business Days. In any case where the date of maturity of interest on or principal of the 2017 Notes or the date fixed for prepayment of the 2017 Notes shall not be a Business Day, then payment of such interest or principal shall be made on the next succeeding Business Day with the same force and effect as if paid on the date of maturity or the date fixed for prepayment. Section 6.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 14 41783212;1 Section 6.09. Applicable Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. Section 6.10. No Personal Liability. Notwithstanding anything to the contrary contained herein or in the 2017 Notes, or in any other instrument or document executed by or on behalf of the Agency in connection herewith, no present or future Commissioner of the Agency or any officer, employee or agent of the Agency shall be liable in his or her individual capacity, shall be liable personally for any breach or non -observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the 2017 Notes or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his or her individual capacity, either directly or through the Agency or any successor to the Agency, under any rule or law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise and all such liability of any such person, in his or her individual capacity, is hereby expressly waived and released. Section 6.11. Waiver of Jury Trial. THE BANK AND THE AGENCY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE RESOLUTION, THIS AGREEMENT, THE 2017 NOTES OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. Section 6.12. Waiver of Right of Setoff. The Bank hereby waives any right of set-off that it may have against all deposits (general or special, time or demand, provisional or final) at any time held by the Bank or against any obligation owed by the Bank to the Agency, to satisfy any obligation of the Agency now or hereafter existing under this Agreement. This Agreement shall not be deemed to grant any participant or any assignee any right of set-off. Section 6.13. Incorporation by Reference. All of the terms and obligations of the Resolution and the Exhibits hereto are hereby incorporated herein by reference as if all of the foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this Agreement are hereby incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE] 15 41783212;1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. ATTEST: Secretary Approved As To Form and Correctness: Agency Attorney OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY By: Executive Director BANKUNITED, N.A. By: Print Name: Percy R. Agula, Jr. Title: Senior Vice President 16 41783212;1 EXHIBIT A FORM OF 2017 NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE NOTE, [TAXABLE] [TAX-EXEMPT] SERIES 2017 [A] [B] Principal Maturity Note Rate Dated Date $ September 1, 2029 % July _, 2017 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (the "Agency" or the "Issuer"), for value received, hereby promises to pay, solely from the sources described in the within mentioned Agreement, to the order of BANKUNITED N.A. , a national banking association (the `Bank"), or its successors or assigns (the "Holder") at 7765 NW 148 Street, Miami Lakes, Florida 33016, at or at such place as the Holder may from time to time designate in writing the Principal Sum stated above on the Maturity Date stated above, except to the extent principal has been paid prior to the Maturity Date by redemption or otherwise, together with any accrued and unpaid interest, and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above on March 1 and September 1 of each year (each, an "Interest Payment Date"), commencing on March 1, 2018, until payment of said principal sum has been made or provided for, at the [Tax- able] [Tax-exempt] Note Rate. Payments of principal on this Note are due on each September 1 as set forth on Exhibit A hereto. Payments due hereunder shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts, which payments shall be made to the Holder hereof by check mailed to the Holder at the address designated in writing by the Holder for purposes of payment or by bank wire or bank transfer as such Holder may specify in writing to the Agency or otherwise as the Agency and the Holder may agree. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement by and between the Bank and the Agency, dated as of July _, 2017 (the "Agreement"). [The Tax-exempt Note Rate may be adjusted in accordance with Sections 3.03 of the Agreement.] Following the occurrence and during the continuance of any Event of Default, as defined in the Agreement, this Note shall bear interest at the Default Rate, as defined in the Agreement. All interest on this Note shall be computed on the basis of a 360 day year of 12, 30-day months. Exhibit A-1 41783212;1 This Note is a limited, special obligation of the Agency, secured solely by a lien upon and pledge of the Pledged Revenues, as defined and described and in the manner provided in the Agreement. This Note may be prepaid by the Agency in whole or in part, on any date as provided in the Agreement from any legally available monies at a prepayment price of 144% of the principal amount to be redeemed without any prepayment penalty or fee, plus accrued interest to the prepayment date upon ten (14) days prior notice to the Holder. Notice having been given as provided above, the principal amount to be prepaid shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on such principal amount; and the amount of principal and interest then due and payable shall be paid upon presentation and surrender and exchange (if prepayment is part) of this Note to the office of the Registrar. If, on the prepayment date, funds for the payment of the principal amount, together with interest to the prepayment date on such principal amount, shall have been given to the Holder, as above provided, then from and after the prepayment date interest on such principal amount of this Note shall cease to accrue. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of nonusurious interest allowed under the laws of the State of Florida as presently in effect and to the extent an increase is allowable by such laws, but in no event shall any amount ever be paid or payable by the Agency greater than the amount contracted for herein. In the event this Note is prepaid in accordance with the provisions hereof, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of that permitted by Section 215.84(3), Florida Statutes, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such prepayment, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but such crediting shall not cure or waive any default under the Agreement or Resolution. THIS NOTE SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE AGENCY OR THE STATE OF FLORIDA (THE "STATE"), WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES AND AS OTHERWISE PROVIDED IN THE AGREEMENT AND THE RESOLUTION. THE HOLDER SHALL NEVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR TAXATION IN ANY FORM TO PAY THIS NOTE OR THE INTEREST HEREON. Upon the occurrence of an Event of Default the Holder of the Note shall also have such remedies as described in the Agreement. Exhibit A-2 41783212;1 The Agency hereby waives presentment, demand, protest and notice of dishonor. This Note is governed and controlled by the Agreement and reference is hereby made thereto regarding interest rate adjustments and other matters. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Exhibit A-3 41783212;1 IN WITNESS WHEREOF, the Agency has caused this Note to be signed by its Executive Director, either manually or with facsimile signature, and attested by its Secretary, either manually or with facsimile signature, and this Note to be dated the Dated Date set forth above. ATTEST: Secretary OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY By: Executive Director Exhibit A-4 41783212;1 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This Note is being delivered pursuant to the within mentioned Agreement. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, as Authenticating Agent ma Secretary Exhibit A-5 41783212;1 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name, address and tax identification number of assignee) the within 2017 Note and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within 2017 Note on the books kept for registration thereof, with full power of substitution in the premises. Name of Holder: Ma Exhibit A-6 41783212;1 EXHIBIT A NOTE - PRINCIPAL REPAYMENT SCHEDULE Date Amount 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Exhibit A-7 41783212;1 PURCHASER'S CERTIFICATE Omni Redevelopment District Community Redevelopment Agency 1401 N Miami Avenue — 2nd Floor Miami, Florida 33136 Attention: Executive Director Ladies and Gentlemen: The undersigned, as a purchaser of the Omni Redevelopment District Community Redevelopment Agency Tax Increment Revenue Note, Tax-exempt Series 2017 and Omni Redevelopment District Community Redevelopment Agency Tax Increment Revenue Note (the "2017 Notes") dated July _, 2017, consisting of one typewritten 2017 Notes, hereby certifies that we have been provided (a) a copy of Agency's Resolution No. _, adopted by the Agency on June _, 2017, authorizing the issuance of the 2017 Notes (the "Resolution"), (b) the Loan Agreement dated as of July _, 2017, between the Agency and us as assignee (the "Agreement"), (c) such financial and general information respecting the Pledged Revenues (as such term is defined in the Agreement), the Agency and the City, and (d) the 2017 Notes described above, as we deem necessary to enable us to make an informed investment judgment with respect to the purchase of said 2017 Notes. We hereby make the following representations, which representations may be relied upon by the City: A. We are aware: (i) that investment in the 2017 Notes involve various risks; (ii) that the 2017 Notes are not general obligations of the Agency; and (iii) that the principal or premium, if any, and interest on the 2017 Notes is payable solely from the Pledged Revenues and other sources as provided in the Agreement. B. We understand that no official statement, offering memorandum or other form of offering document was prepared or is being used in connection with the offering or sale of the 2017 Notes (collectively, "Disclosure Documents"), but we have been afforded access to all information we have requested in making our decision to purchase the 2017 Notes and have had sufficient opportunity to discuss the business of the City with its officers, employees and others. We have not requested any Disclosure Documents in connection with the sale of the 2017 Notes. We do not require any further information or data incident to our purchase of the 2017 Notes. 41783212;1 C. In purchasing the 2017 Notes, we have relied solely upon our own investigation, examination, and evaluation of the Agency, the Pledged Revenues and other relevant matters. D. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the 2017 Notes and have determined that we can bear the economic risk of our investment in the 2017 Notes. E. We acknowledge the understanding that the 2017 Notes is not registered under the Securities Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the Resolution and Agreement are not qualified under the Trust Indenture Act of 1939, as amended, and that the Agency has no obligation to effect any such registration or qualification. F. We are not acting as a bond house, broker or other intermediary, in our purchase of the 2017 Notes. Although we retain the right to transfer the 2017 Notes in the future, we understand that the 2017 Notes may not be readily tradable. G. We have received all documents requested by us incident to our purchase of the 2017 Notes. H. We acknowledge that we are an "accredited investor" within the meaning of Chapter 517, Florida Statutes and Regulation D of the 1933 Act. Signed as of the day of , By: Authorized Officer 41783212;1