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HomeMy WebLinkAboutExhibitEXHIBIT A SERIES 2006 INDENTURE MIAMI/4177401.4 SS&D Draft #4 10/26/06 SERIES 2006 INDENTURE between CITY OF MIAMI, FLORIDA and U.S. BANK NATIONAL ASSOCIATION, As Trustee Relating to City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 Dated as of December 1, 2006 MIAMf14177359.6 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Section 102. Section 103. Section 104. Section 105. Section 106. Section 107. Section 108. Section 109. Section 110. Section 111. Section 112. Section 113. Page Definitions 3 Effect of Headings and Table of Contents 10 Form of Documents Delivered to Trustee 10 Acts of Bondholders 11 Notices, etc., to Trustee, City, etc 11 Notices to Bondholders; Waiver 12 Successors and Assigns 12 Separability Clause 12 Benefits of Indenture 12 Governing Law 13 Times 13 References to Liquidity Facility 13 Additional Notices to Rating Services 13 ARTICLE II AUTHORIZATION AND TERMS OF BONDS; ISSUANCE AND FORM OF BONDS Section 201. Section 202. Section 202A. Section 203. Section 204. Section 205. Section 206. Section 2A.01. Section 2A.02. Section 2A.03. Section 2A.04. Section 301. Section 302. Section 303. Section 304. Section 305. MIAMI/4177359.6 Authorization of Bonds 13 Terms of Bonds 14 Accrual, Payment and Determination of Interest 14 Form of Bonds 20 Book -Entry Only System 20 Successor Depository; Transfers Outside Book -Entry Only System 21 Payment of Interest on Series 2006 Bonds; Interest Rights Preserved 21 ARTICLE IIA DUTCH AUCTION RATE PROVISIONS Dutch Auction Rate — Supplemental Definitions 22 Dutch Auction Rate Periods; Dutch Auction Rate; Auction Period 29 [Reserved] 39 Calculation of All -Hold Rate 39 ARTICLE III REDEMPTION, TENDER AND REMARKETING OF BONDS Redemption 39 Election to Redeem; Notice to Trustee 41 Partial Redemption; Selection by Trustee of Bonds to be Redeemed 41 Notice of Redemption 42 Deposit of Redemption Price 43 -i- TABLE OF CONTENTS (continued) Page Section 306. Bonds Payable on Redemption Date 43 Section 307. Bonds Redeemed in Part 44 Section 308. Redemption of Bank Bonds 44 Section 309. Optional Tenders During Rate Periods 44 Section 310. Mandatory Tenders for Purchase 45 Section 311. Remarketing and Purchase of Tendered Bonds 48 Section 312. Bond Purchase Fund; Purchase of Bonds Delivered to Paying Agent 51 Section 313. Inadequate Funds for Tenders 53 Section 314. Remarketing Agent 53 Section 315. Qualification of Remarketing Agent 54 Section 316. Appointment and Qualifications of Auction Agent; Resignation; Removal 54 Section 317. Broker -Dealer 55 Section 318. Several Capacities 55 ARTICLE IV SPECIAL FUNDS AND INVESTMENTS Section 401. Establishment of Funds 55 Section 402. Proceeds Fund 55 Section 403. Special Funds 56 Section 404. Investment of Moneys 56 Section 405. Disposition of Fund Balances 56 ARTICLE IVA LIQUIDITY FACILITY Section 4A.01. Liquidity Facility; Alternate Liquidity Facility 56 Section 4A.02. Series 2006 Bonds; Nonpresentment of Tendered Bonds 60 ARTICLE V REMEDIES OF THE TRUSTEE AND HOLDERS OF BONDS IN EVENT OF DEFAULT Section 501. Events of Default under the Master Indenture 60 Section 502. Additional Events of Default 60 ARTICLE VI CONCERNING THE TRUSTEE Section 601. Duties and Liabilities of Trustee 61 Section 602. Liquidity Facility Issuer 61 MIAMI14177359.6 TABLE OF CONTENTS (continued) Page ARTICLE VII SUPPLEMENTS AND AMENDMENTS Section 701. Supplemental Series Indentures 61 ARTICLE VIII PROVISIONS FOR THE BENEFIT OF THE BOND INSURER Section 801. Exercise of Certain Rights of Holders by the Bond Insurer 61 Section 802. Provisions for the Benefit of the Bond Insurer 61 ARTICLE IX MISCELLANEOUS Section 901. Incorporation of Provisions of Master Indenture 62 Section 902. Binding Effect 62 Section 903. Counterparts 62 Section 904. Survival of Representations and Warranties 62 Section 905. Effective Date 62 M1AM114177359.6 -111- SERIES 2006 INDENTURE THIS SERIES 2006 INDENTURE, dated as of December 1, 2006, is between the CITY OF MIAMI, FLORIDA, a municipality located in Miami -Dade County and U.S. BANK NATIONAL ASSOCIATION, a national banking association with a corporate trust office in Fort Lauderdale, Florida (the "Trustee"). WITNESSETH: WHEREAS, the City of Miami, Florida (the "City") has previously issued its $62,135,000 original aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds"), currently outstanding in the aggregate principal amount of $61,815,000 pursuant to Resolution 95-564 (the "Authorizing Resolution") adopted by the City Commission of the City (the "Commission") on July 13, 1995, a Master Trust Indenture dated as of December 1, 1995 (the "Master Indenture") and a Series 1995 Indenture dated as of December 1, 1995 (the "Series 1995 Indenture" and, together with the Master Indenture, the "Original Indenture") each between the City and U.S. Bank National Association, as successor in interest to First Union National Bank of Florida (the "Trustee"); and WHEREAS, the City, pursuant to Resolution No. R-04-0697 (the "Swaption Resolution") adopted by the Commission on October 28, 2004, authorized the issuance of not to exceed $75,000,000 Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds") to refund all or a portion of the Series 1995 Bonds and entered into an interest rate swap (the "Swap") option with Morgan Stanley Capital Services Inc. (the "2006 Counterparty") pursuant to an International Swap Dealers Association Master Swap Agreement (the "ISDA Master Agreement") dated as of November 8, 2004, Schedules to the ISDA Master Agreement including a credit support annex, (the "Schedule") dated as of November 8, 2004 and a confirmation to the ISDA Master Agreement (the "Confirmation" and, together with the ISDA Master Agreement and the Schedule, the "Swap Agreement") dated as of November 15, 2004; and WHEREAS, pursuant to the Swap Agreement, the 2006 Counterparty has exercised its option to initiate the Swap; and WHEREAS, the City adopted Resolution No. (the "Series Resolution") on November _, 2006, which provides for the issuance of the Series 2006 Bonds, as Variable Rate Bonds as defined and pursuant to the Master Indenture and this Series 2006 Indenture (the "Series 2006 Indenture" and, together with the Master Indenture, the "Indenture") dated as of December 1, 2006 between the City and the Trustee, among other things; GRANTING CLAUSES NOW, THEREFORE, THIS SERIES 2006 INDENTURE WITNESSETH, that in consideration for and to secure the payment of the Series 2006 Bonds and related Bond Service Charges and to secure the performance and observance of all the covenants contained in the Series 2006 Bonds, in the Master Indenture, in this Series 2006 Indenture and in the Liquidity Facility Agreement and to declare the terms and conditions upon and subject to which the Series MIAM1/4177359.6 2006 Bonds are to be issued and obligations for the payment of Payment Obligations relating to the Series 2006 Bond Insurance Policy and the Other Bond Service Charges relating to the Liquidity Facility (each as defined herein) are to be paid and to declare the manner in which the foregoing are to be secured and enforced, the consideration of the premises, the acceptance by the Trustee of the trusts created by the Master Indenture and this Series 2006 Indenture and in consideration of the purchase and sale of the Series 2006 Bonds by the Original Purchasers and subsequent holders of the Series 2006 Bonds, the issuance by 2006 Bond Insurer of the 2006 Bond Insurance Policy, the issuance of the Liquidity Facility by the Liquidity Facility Issuer, with respect to the Series 2006 Bonds, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the City and Trustee have previously executed and delivered the Master Indenture in which the City has pledged the Trust Estate to the Trustee as a source of payment and security for all Bonds, including the Series 2006 Bonds and Additional Bonds issued from time to time, and have executed and delivered this Series 2006 Indenture, and by this Series 2006 Indenture the City does hereby pledge unto the above named Trustee and any successors in trust, as further security for the payment of the Series 2006 Bonds, the Debt Service thereon and Other Bond Service Charges and as security for the City's other obligations under the Bond Documents for the benefit of the Holders or beneficial owners of the Series 2006 Bonds, the Credit Facility Providers relating to the Series 2006 Bonds, the indemnity of the Trustee and any other Fiduciaries which may be appointed from time to time with respect to the Series 2006 Bonds, the moneys and any Eligible Investments on deposit in the Funds and Accounts established herein (except for the Escrow Account in the Proceeds Fund and the Liquidity Facility Proceeds Account, the Remarketing Proceeds Account and the Bank Bonds Account in the Bond Purchase Fund) and any investment income thereon (collectively, the "Additional Security"). GRANTING CLAUSE FIRST TO HAVE AND TO HOLD the Trust Estate and Additional Security to the Trustee upon an Event of Default in that trust and to its successors and assigns forever; BUT IN TRUST, NEVERTHELESS, the Trust Estate and Additional Security for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Bonds without any priority of any such Bonds over any other such Bonds except as herein otherwise expressly provided and for the payment of Payment Obligations relating to the Series 2006 Bonds; AND IT IS HEREBY COVENANTED AND DECLARED that the Trust Estate, and Additional Security with respect to the Series 2006 Bonds, is to be applied by the City or Trustee, as applicable, subject to the further covenants, conditions, and trust hereinafter set forth, and the City does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Series 2006 Bonds and the Credit Facility Providers in connection with the Series 2006 Bonds except as herein otherwise expressly provided, as follows: MIAMI/4177359.E 2 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions. (a) For all purposes of this Series 2006 Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) "This Series 2006 Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof (2) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Series 2006 Indenture as a whole and not to any particular Article, Section or other subdivision. (3) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. The terms defined in the Master Indenture and not defined in this Series 2006 Indenture have the meanings assigned to them in the Master Indenture. Reference to any Bond Document means that Bond Document as amended or supplemented from time to time in accordance with the applicable provisions thereof. Reference to any party to a Bond Document means that party and its successors and assigns permitted thereby. (b) The following terms have the meanings assigned to them below whenever they are used in this Series 2006 Indenture: "Alternate Liquidity Facility" means a Liquidity Facility provided in accordance with this Series 2006 Indenture (other than the Initial Liquidity Facility), including, without limitation, a standby bond purchase agreement, a line of credit or a letter of credit of a bank or another instrument from a financial institution, or a combination thereof, that provides for the purchase price of Series 2006 Bonds delivered or deemed delivered in accordance with this Series 2006 Indenture. "Applicable Variable Rate" means, as the context requires, the Commercial Paper, Daily, Weekly, Term or Dutch Auction Rate applicable from time to time on the Series 2006 Bonds. "Authorized Denominations" shall mean with respect to a Series 2006 Bond (i) $5,000 or any integral multiple thereof while a Series 2006 Bond bears interest at a Term Rate, (ii) $100,000 plus any integral multiple of $5,000 while a Series 2006 Bond bears interest at a Weekly Rate or a Daily Rate, (iii) $100,000 plus any integral multiple of $1,000 while a Series 2006 Bond bears interest at a Commercial Paper Rate, and (iv) $25,000 or any integral multiple thereof while a Series 2006 Bond bears interest at a Dutch Auction Rate. MIAMI/4177359.6 3 "Bank Bond" means any Tendered Bond purchased with money provided under the Liquidity Facility and registered in the name of the Liquidity Facility Issuer or its designee and held by the Liquidity Facility Issuer or its designee or the Trustee, whether or not pledged to the Liquidity Facility Issuer pursuant to the Liquidity Facility Agreement, until such time as such Series 2006 Bond is transferred to, or exchanged for, a registered Series 2006 Bond in the name of a Person other than the Liquidity Facility Issuer or its designee pursuant to this Series 2006 Indenture or remarketed pursuant to the Remarketing Agreement. "Bond Documents" means the Master Indenture, this Series 2006 Indenture, the Series 2006 Bonds, the Initial Liquidity Facility Agreement, the Remarketing Agreement, the Bond Purchase Agreement, the Swap Agreement, and all other agreements, documents and instruments ever delivered pursuant to any of the foregoing and any and all future renewals and extensions or restatements of any of the foregoing entered into in accordance with the applicable provisions thereof. "Bond Purchase Fund" means the Bond Purchase Fund established pursuant to Section 401 of this Series 2006 Indenture. "Bondholder" or "Holder" means a Person in whose name a Series 2006 Bond is registered in the Register. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the city or cities in which the designated office of the Trustee, the Paying Agent, the Liquidity Facility Issuer or the Remarketing Agent are located and authorized by law or executive order to close, (iii) any day on which the Federal Reserve Bank of Atlanta or the New York Stock Exchange is closed or (iv) a day on which the Depository is closed. For purposes of this definition, the Liquidity Facility Issuer's designated office shall be that office at which demands for purchase are to be presented with respect to Series 2006 Bonds. "Closing Date" means the date on which the Series 2006 Bonds are first authenticated and delivered to the Original Purchasers thereof against payment therefor. "Commercial Paper Rate" means, when used with respect to any particular Series 2006 Bond, the interest rate determined for each Commercial Paper Rate Period applicable thereto pursuant to this Series 2006 Indenture. "Commercial Paper Rate Period" means a period between one and 270 days during which Series 2006 Bonds bear interest at a Commercial Paper Rate. "Consent," "Order" and "Request" of any specified Person means, respectively, a written consent, order, or request signed in the name of such Person by the Mayor or City Manager of the City, its president, any of its vice presidents, or any other executive officer of such Person as designated by such MIAM1/4177359,6 4 Person to the Trustee, and delivered to the Trustee. Designations as to other executive officers shall remain effective until the Trustee is notified to the contrary. "Conversion Date" means a day on which all or any portion of the Series 2006 Bonds are converted to bear interest from one Applicable Variable Rate to another Applicable Variable Rate in accordance with the terms of this Series 2006 Indenture, including any change from a Term Rate Period to an immediately successive Term Rate Period of the same duration or a Term Rate Period of a different duration. "Daily Rate" means the interest rate to be determined for the Series 2006 Bonds on each Business Day pursuant to this Series 2006 Indenture. "Daily Rate Period" means a period during which Series 2006 Bonds bear interest at a Daily Rate. "Default" means any circumstance that, with the passage of time or the giving of notice or both, would constitute an "Event of Default" under the applicable Bond Document. "Depository" means The Depository Trust Company (a limited purpose trust company), New York, New York, until any successor Depository shall have become such pursuant to the applicable provisions of this Series 2006 Indenture and, thereafter, "Depository" shall mean the successor Depository. Any Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial interests in Series 2006 Bonds or Debt Service, and to effect transfer of Series 2006 Bonds, in book entry form. "Differential Interest Amount" means, with respect to any Bank Bond, the excess of the interest accrued at the Provider Rate less the amount of interest on such Bank Bond received as part of the Purchase Price. "Draw" means any drawing by the Trustee on the Liquidity Facility. "Electronically" or "Electronic" notice means notice transmitted through a time sharing terminal or facsimile machine, if operative as between any two parties, or if not operative, by telephone (in any case, promptly confirmed in writing). "Event of Default" is defined in Article V of this Series 2006 Indenture. "Expiration Date" or "Expiry Date" means the stated date of expiration or termination of the Liquidity Facility, including any extensions thereof, in effect with respect to the Series 2006 Bonds. MIAMI/4177359,6 5 "Indenture" or "Trust Indenture" means collectively, this Series 2006 Indenture and the Master Indenture as it may be amended from time to time in accordance with its terms. "Initial Liquidity Facility" means the Credit Facility of the Initial Liquidity Facility Issuer issued and available to the Trustee concurrently with the original issuance of the Series 2006 Bonds, including extensions thereof and amendments or supplements thereto. "Initia! Liquidity Facility Agreement" means the initial Credit Agreement and thereafter means the Liquidity Facility Agreement, if any, between the City and a Liquidity Facility Issuer relating to any Liquidity Facility at the time in effect. "Initial Liquidity Facility Issuer" means Wachovia Bank, National Association and any corporation resulting or surviving any consolidation or merger to which it may be a party. "Interest Payment Date" means (a) when used with respect to Series 2006 Bonds bearing interest at the Daily Rate or Weekly Rate, the first Business Day of each calendar month to which interest at such rate has accrued, provided that the first such Interest Payment Date shall be the first Business Day of January, 2007; (b) when used with respect to Series 2006 Bond§ bearing interest at a Term Rate, the first day of the sixth calendar month following the month in which the applicable Term Rate Period begins and the first day of each sixth calendar month thereafter to which interest at such rate has accrued, except that the last Interest Payment Date for any Term Rate Period that is followed by a conversion to any Variable Rate Period (but not a conversion to a Term Rate Period of a different duration) will be the first Business Day of the sixth calendar month following the month in which the immediately preceding Interest Payment Date occurs; (c) when used with respect to any particular Series 2006 Bond bearing interest at a Commercial Paper Rate, the first Business Day following the last day of each Commercial Paper Rate Period applicable thereto; (d) when used with respect to Series 2006 Bonds bearing interest at a Dutch Auction Rate, shall have the meaning assigned to it in Section 2A.01 of this Series 2006 Indenture; and (e) when used with respect to Bank Bonds, the first Business Day of each January, April, July and October. In any case, the Interest Payment Date will be the Maturity Date and any mandatory redemption date under this Series 2006 Indenture. "Interest Period" means the period from and including any Interest Payment Date to and including the day immediately preceding the next following Interest Payment Date, as applicable, provided, however, that the first Interest Period will begin on (and include) the date of original issuance of the Series 2006 Bonds and the final Interest Period will end on (and include) the day immediately preceding the Maturity Date. MIAMI/4I77359.6 6 "Letter of Representations" means the Blanket Letter of Representations between the City and the Depository, or another such Letter of Representations if determined necessary by the City, each as amended or supplemented from time to time. "Liquidity Facility" means the Initial Liquidity Facility or any Alternate Liquidity Facility at the time in effect. Liquidity Facility, as applicable, may include the Liquidity Facility Agreement. "Liquidity Facility Agreement" means the Credit Agreement between the City and the Liquidity Facility Issuer relating to the Series 2006 Bonds. "Liquidity Facility Issuer" means the Initial Liquidity Facility Issuer for the period during which the Initial Liquidity Facility Agreement is in effect, and thereafter shall mean the Person, if any, that is the Liquidity Facility Issuer then obligated under any Alternate Liquidity Facility and the related Liquidity Facility Agreement at the time in effect. "Maturity" when used with respect to any Series 2006 Bond means the date on which the principal of such Series 2006 Bond becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption or otherwise. "Maturity Date" means December 1, 2025. "Maximum Interest Rate" or "Maximum Rate" means the lesser of 18% per annum or the maximum interest rate permitted by State law. "Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the Commission as may be appointed as acting Mayor. "Opinion of Bond Counsel" means an Opinion of Counsel rendered by Bond Counsel addressed to the City and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the relevant documents, that all conditions precedent under the relevant documents have been fulfilled, and that such proposed action will not adversely affect the validity or enforceability of the affected Series 2006 Bonds. "Opinion of Counsel" means a written opinion of counsel acceptable to the Trustee, who may (except as otherwise expressly provided) be counsel to any party to a Bond Document. "Original Purchaser" means, with respect to the Series 2006 Bonds, Morgan Stanley & Co. Incorporated. "Place of Payment" means the City or any political subdivision thereof designated as such in the Series 2006 Bonds. MIAMI/4177359,6 7 "Purchase Date" or "purchase date" means any Business Day on which the Remarketing Agent is required to purchase Series 2006 Bonds tendered for purchase by the Holders thereof in accordance with Sections 309 or 310 of this Series 2006 Indenture. "Purchase Price" or "purchase price" means a price equal to 100% of the principal amount of any Series 2006 Bonds tendered for purchase pursuant to Sections 309 or 310 of this Series 2006 Indenture plus (in the event that the Purchase Date is not an Interest Payment Date) accrued interest to the Purchase Date. "Rate Period" means a period during which a particular rate of interest determined for all or a portion of the Series 2006 Bonds is to remain in effect until a subsequently determined rate of interest becomes effective for such Series 2006 Bonds pursuant to this Series 2006 Indenture. In any case, the final Rate Period will end on (and include) the day immediately preceding the Maturity Date. "Refunded Bonds" means that portion of the Series 1995 Bonds maturing on December 1, in the years 2007 through 2009, inclusive and 2025 in the aggregate principal amount of $29,470,000. "Regular Record Date" means the close of business on (a) the fifteenth day of the month preceding an Interest Payment Date in the case of Series 2006 Bonds bearing interest at a Term Rate; (b) the last Business Day of the calendar month preceding an Interest Payment Date in the case of Series 2006 Bonds bearing interest at a Daily Rate or Weekly Rate; (c) the last day of the Commercial Paper Rate Period applicable to such Series 2006 Bond in the case of Series 2006 Bonds bearing interest at a Commercial Paper Rate; and (d) the one Business Day preceding an Interest Payment Date applicable to such Series 2006 Bond in the case of Series 2006 Bonds bearing interest at a Dutch Auction Rate. "Remarketing Agent" means initially Morgan Stanley & Co. Incorporated, or any successor Remarketing Agent meeting the qualifications set forth in this Series 2006 Indenture and appointed to serve as Remarketing Agent by the City. "Remarketing Agreement" means initially, the Remarketing Agreement, dated as of even date with this Series 2006 Indenture, among the Trustee, the City and the Remarketing Agent with respect to such Series 2006 Bonds, as the same may be amended or supplemented from time to time, or any remarketing agreement with a successor Remarketing Agent entered into with respect to the Series 2006 Bonds as permitted under this Series 2006 Indenture. "Remarketing Proceeds Account" means the account of that name established in the Bond Purchase Fund pursuant to this Series 2006 Indenture. "Renewal Date" means a date that is 40 days prior to the Expiration Date of the Liquidity Facility at the time in effect. MIAMI/4177359,6 8 "Representation Letter" means the blanket letter of representations from the City in favor of the Depository relating to bonds issued by the City and registered solely in the name of the Depository or its nominee. "Responsible Officer" when used with respect to the Trustee means the officer of the Trustee having direct responsibilities for the administration of this Series 2006 Indenture. "Series 2006 Bonds" means the City's Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 initially authorized to be issued pursuant to Section 201 of this Series 2006 Indenture and any Series 2006 Bonds issued upon transfer thereof or in exchange therefor or in lieu thereof in accordance with the provisions of this Series 2006 Indenture. "Special Record Date" means, with respect to any Series 2006 Bond, the date established by the Trustee in connection with the payment of defaulted interest on that Series 2006 Bond as provided in Section 206 of this Series 2006 Indenture, "State" means the State of Florida. "Stated Amount" means the maximum amount stated in the Liquidity Facility, as reduced and reinstated from time to time in accordance with the terms thereof. "Stated Maturity" when used with respect to any Series 2006 Bond or any installment of interest thereon means the date specified in such Series 2006 Bond as the fixed date on which the principal of such Series 2006 Bond or such installment of interest is due and payable. "Tendered Bonds" means Series 2006 Bonds tendered or deemed tendered for purchase pursuant to Article III of this Series 2006 Indenture. "Term Rate" means the interest rate to be determined pursuant to this Series 2006 Indenture for the Series 2006 Bonds for a term of 271 or more days, including without limitation for a term to the Maturity Date. "Term Rate Bonds" means Series 2006 Bonds that bear interest at a Term Rate. "Term Rate Period" means a period during which Series 2006 Bonds bear interest at a particular Term Rate. "Term Rate Period of a different duration" means a conversion to a Term Rate Period of a different duration than the then current Term Rate Period. "Trust Estate" is defined in the Granting Clauses of this Series 2006 Indenture. MIAM114177359,6 9 "Trustee" means U.S. Bank, National Association, a national banking association having a corporate trust office in Fort Lauderdale, Florida, serving as trustee pursuant to this Series 2006 Indenture. "2006 Bond Insurance Policy" means the financial guaranty insurance policy issued by the 2006 Bond Insurer with respect to the Series 2006 Bonds. "2006 Bond Insurer" means "2006 Proceeds Fund" means the fund described in Section 402 hereof. "Variable Rate" means, with respect to Series 2006 Bonds, the Daily, Weekly, Commercial Paper or Dutch Auction Rate. "Variable Rate Bonds" means Series 2006 Bonds that bear interest at a Variable Rate. "Variable Rate Period" means a period during which Series 2006 Bonds bear interest at a Variable Rate. "Weekly Rate" means the interest rate to be determined for the Series 2006 Bonds on a weekly basis pursuant to this Series 2006 Indenture. "Weekly Rate Period" means a period during which Series 2006 Bonds bear interest at a Weekly Rate. Section 102. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of any officer of a Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of a specified Person stating that the information with respect to such factual matters is in the possession of such Person, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. MIAMI/4177359.6 10 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions aord foother m one instrument.instruments under this Series 2006 Indenture, they may, but need not, be consolidated Section 104. Acts of Bondholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Series 2006 Indenture to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Bondholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the City. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Bondholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Series 2006 Indenture and (subject to Section 6.02 of the Master Indenture) conclusive in favor of the Trustee and the City, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.fact execuand tingdate the same, may also bany e proved instrument any other writing, or the authority ofthe person manner which the Trustee deems sufficient. (c) The ownership of Series 2006 Bonds shall be proved by the Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Bondholder shall bind every holder of any Series 2006 Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the City in reliance thereon, whether or not notation.of such action is made upon such Series 2006 Bond. (e) The Trustee is authorized to set a record date for any amendment for which consent of Bondholders is required. Section 105. Notices, etc., to Trustee, City, etc. Any request, demand, authorization, direction, notice, consent, waiver or Act of Bondholders or other document provided or permitted by this Series 2006 Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Bondholder or by any specified Person shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with and actually received by theTrustee aderdale Florida,s Attentionate trust �f Crce orpo� ateTrust, d at o 00 Cypress Creek Road, Suite 560, Fort MIAMI/4177359,6 11 if given by telecopier, to (954) 489-5410, or at such other location previously furnished in writing by the Trustee to any such Person, (2) the City by any Bondholder or by any specified Person shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the City addressed to it 444 Southwest Second Avenue, Miami, Florida 33130, Attention: Director of Finance or at any other address previously furnished in writing to the Trustee by the City, or (3) the Remarketing Agent or the Liquidity Facility Issuer at such address and/or facsimile number as provided for notices in the applicable Remarketing Agreement or Liquidity Facility Agreement, respectively, or at any other address or facsimile number furnished in writing to the Trustee and the City. Notices to the Trustee are only effective upon receipt. Section 106. Notices to Bondholders; Waiver. Where this Series 2006 Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Bondholder affected by such event, at his address as it appears on the Register, not later than the latest date, and not earlier than the earliest date, prescribed for the first giving of such notice. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice, nor any default in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders. Where this Series 2006 Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Series 2006 Bonds shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice required or permitted by this Series 2006 Indenture to be given to the Depository shall be given to it in the manner provided by this Section for giving notice to Bondholders, and also shall be given in such format agreed upon by the Trustee and the Depository, and shall be sent to The Depository Trust Company, Proxy Department, 55 Water Street, 50th Floor, New York, New York 10041-0099 (telecopy: (212) 855-5181), or such other address as may be specified by the Depository in writing to the Trustee. Section 107. Successors and Assigns. All covenants and agreements in this Series 2006 Indenture by the City and the Trustee shall bind their respective successors and assigns, whether so expressed or not. Section 108. Separability Clause. In case any provision in this Series 2006 Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 109. Benefits of Indenture. Nothing in this Series 2006 Indenture, the Master Indenture or in the Series 2006 Bonds, express or implied, shall give to any Person, other than the parties hereto, and their successors hereunder, the Holders of Series 2006 Bonds and the MIAMI/4177359,6 12 Credit Facility Providers, any benefit or any legal or equitable right, remedy or claim under this Series 2006 Indenture. Section 110. Governing Law. This Series 2006 Indenture shall be construed in accordance with and governed by the laws of the State of Florida. Section 111. Times. All references to times of day in this Series 2006 Indenture shall refer to New York, New York time, except where otherwise expressly indicated. Section 112. References to Liquidity Facility. All provisions hereof regarding notices to, consents, approvals, directions, appointments or requests by, of or to the Liquidity Facility Issuer shall be deemed not to require or permit such notices to, consents, approvals, directions, appointments or requests and shall be read as if the Liquidity Facility Issuer were not mentioned herein during any time that no Liquidity Facility is in effect. Section 113, Additional Notices to Rating Services. The Trustee hereby agrees to give prompt notice to each Rating Service of any of the following events with respect to the Series 2006 Bonds: (i) any change in the Remarketing Agent, Trustee, or Paying Agent; (ii) any expiration, termination or substitution of the Liquidity Facility; (iii) any amendment or supplement to this Series 2006 Indenture or the Master Indenture; (iv) any redemption or defeasance of all of the Outstanding Series 2006 Bonds; or (v) any Series 2006 Bonds are converted to bear interest at a Dutch Auction Rate. To the extent that the following entities are, at such time, a Rating Service with respect to the Series 2006 Bonds, notice of the above events shall be sent to the following addresses, or such other address previously furnished in writing to the Trustee: (a) Standard & Poor's Rating Services Municipal Structured Group 55 Water Street, 38th Floor New York, NY 10041 Telephone: 212.4 3 8.798 9 Fax: 212.438.2157 E-mail: pubfin_structured a,standardandpoo.rs.com (b) Moody's Investors Service 99 Church Street New York, NY 10007 ARTICLE II AUTHORIZATION AND TERMS OF BONDS; ISSUANCE AND FORM OF BONDS Section 201. Authorization of Bonds. No bonds other than the Series 2006 Bonds shall be issued under this Series 2006 Indenture. The Series 2006 Bonds shall be issued in one series designated as "City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue M1AM1/4177359.6 13 Bonds, Taxable Pension Series 2006". The Series 2006 Bonds shall be numbered separately from R-1 upward. The Series 2006 Bonds shall be issued only in fully registered form in Authorized Denominations. The Series 2006 Bonds shall be equally and ratably secured by and entitled to the protection of this Series 2006 Indenture. Section 202. Terms of Bonds. The Series 2006 Bonds shall be issued in the aggregate principal amount of $ . The Series 2006 Bonds shall be dated December 1, 2006 and shall bear interest from the date of their initial issuance. The Series 2006 Bonds shall mature on the Maturity Date and shall bear interest at the rates as determined herein, payable on each Interest Payment Date. The principal of and interest on the Series 2006 Bonds (including Bank Bonds) are to be paid by the Trustee, to the extent such funds are available from the sources and in the order provided herein. Section 202A. Accrual, Payment and Determination of Interest. (a) The Series 2006 Bonds shall bear interest initially at a Weekly Rate payable on each Interest Payment Date. The interest rate on the Series 2006 Bonds may be converted at the option of the City to another Applicable Variable Rate in accordance with this Section. If the City does not exercise its option to convert the interest rate on the Series 2006 Bonds to another Applicable Variable Rate in accordance herewith, then the Series 2006 Bonds shall remain in that same Applicable Variable Rate. In no event shall the Remarketing Agent set the interest rate on any Series 2006 Bond at a rate in excess of the Maximum Rate, Interest at the Term Rate shall be computed on the basis of a 360 day year consisting of twelve 30-day months; all computations of interest at Daily, Weekly or Commercial Paper Rates shall be based on a 365 (or 366) day year for the actual number of days elapsed. Interest at the Dutch Auction Rate shall be computed on the basis of a 360 day year for the actual number of days elapsed if the Auction Period is less than 180 days; however, if the Auction Period is 180 days or more, interest will be calculated on the basis of a 360 day year composed of twelve 30 day months. The interest rate on the Bank Bonds shall be determined in accordance with the Liquidity Facility Agreement. (b) Determination by Remarketing. Agent. Except for the Dutch Auction Rate, which shall be determined in accordance with Section 2A.02, and subject to the further provisions of this Section with respect to particular Applicable Variable Rates or conversions between Rate Periods, the Applicable Variable Rate during any Rate Period shall be determined by the Remarketing Agent, as follows. (i) In each case, the Applicable Variable Rate for the Rate Period in question shall be determined by the Remarketing Agent on the date or dates and at the time or times required pursuant to subsections (c), (d), (e) or (f) of this Section, whichever is applicable. MIAMI/4177359.6 14 (ii) The Applicable Variable Rate to be determined by the Remarketing Agent for any Daily, Weekly, Commercial Paper, or Term Rate Period shall be the lowest rate of interest that, in the judgment of the Remarketing Agent, would cause the Series 2006 Bonds to which such Rate Period applies to have a market value on the commencement date of such Rate Period equal to the principal amount thereof plus accrued and unpaid interest, if any, under prevailing market conditions as of the date of determination. (iii) All determinations of Applicable Variable Rates pursuant to this Section shall be conclusive and binding upon the City, the Trustee, the Paying Agent, the Holders, the 2006 Bond Insurer and the Liquidity Facility Issuer. (iv) The Applicable Variable Rate in effect for Series 2006 Bonds during any Rate Period shall be available to the Trustee and the Holders on the date such Applicable Variable Rate is determined, on or after 5;00 p.m., from the Remarketing Agent at its designated office and shall also be communicated by the Remarketing Agent periodically as requested by the City by telephonic or Electronic notice and the Liquidity Facility Issuer by Electronic (facsimile machine) notice. (v) During any transitional period for a conversion from the Commercial Paper Rate Period to a Daily or Weekly Rate Period in which the Remarketing Agent is setting different Commercial Paper Rate Periods in order to effect an orderly transition of such conversion, Series 2006 Bonds bearing interest at the Commercial Paper Rate shall be governed by the provisions of this Series 2006 Indenture applicable to Commercial Paper Rate Periods and Commercial Paper Rates, and Series 2006 Bonds bearing interest at the Daily Rate or Weekly Rate, as applicable, shall be governed by the provisions of this Series 2006 Indenture applicable to such Daily Rates and Daily Rate Periods or Weekly Rates and Weekly Rate Periods, as the case may be. (vi) Notwithstanding anything to the contrary herein, the interest rate on the Bank Bonds shall be determined in accordance with the Liquidity Facility Agreement. (c) Commercial Paper Rates. A Commercial Paper Rate for each Commercial Paper Rate Period shall be determined as follows. (i) The Commercial Paper Rate Period for each Series 2006 Bond to which such Rate Period applies shall be determined separately by the Remarketing Agent on or prior to the first day of such Commercial Paper Rate Period as being the Commercial Paper Rate Period permitted hereunder that, in the judgment of the Remarketing Agent, will, with respect to each such Series 2006 Bond, produce the lowest overall interest cost on the Series 2006 Bonds during the Commercial Paper Rate Period; provided that each Commercial Paper Rate Period shall be from one day to 270 days in length, shall begin on a Business Day and end on a day preceding a Business Day or the day preceding the Maturity Date. (ii) The Commercial Paper Rate for each Commercial Paper Rate Period shall be effective from and including the commencement date of such period and remain in effect to and including the last day thereof. Each such Commercial Paper Rate shall be MIAMI/4177359.6 15 determined by the Remarketing Agent no later than 1:00 p.m. on the first day of the Commercial Paper Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, to enable the Remarketing Agent to sell such Series 2006 Bond on that day at a price equal to the principal amount thereof. (iii) If the Remarketing Agent has received notice of any conversion to a Term Rate Period, the remaining number of days prior to the Conversion Date or, if the Remarketing Agent has received notice of any conversion from a Commercial Paper Rate Period to a Daily or Weekly Rate Period, the length of each Commercial Paper Rate Period for each such Series 2006 Bond shall be determined by the Remarketing Agent to be either (A) that length of period that, as soon as possible, shall enable the Commercial Paper Rate Periods for all such Series 2006 Bonds to end on the day before the Conversion Date, or (B) that length of period that, based on the Remarketing Agent's judgment, will best promote an orderly transition to the next Rate Period. (d) Daily Rates. A Daily Rate shall be determined for each Daily Rate Period as follows. (i) Daily Rate Periods shall commence on a Business Day and shall extend to, but not include, the next succeeding Business Day. (ii) The Daily Rate for each Daily Rate Period shall be effective from and including the commencement date thereof and shall remain in effect to, but not including, the next succeeding Business Day. Each such Daily Rate shall be determined by the Remarketing Agent no later than 10:30 a.m. on the Business Day that is the commencement date of the Daily Rate Period to which it relates; the Remarketing Agent shall notify the Trustee of any change in the Daily Rate by 1:00 p.m. on the day such rate is determined by telephone or other Electronic Notice and shall confirm in writing to the Trustee each month the Daily Rates in effect during that month. If the Remarketing Agent determines that the Daily Rate for a Daily Rate Period is the same as the Daily Rate in effect on the Business Day immediately preceding the commencement of that Daily Rate Period, the Remarketing Agent shall not be required to notify the Trustee or Paying Agent of that determination. (e) Weekly Rates. A Weekly Rate shall be determined for each Weekly Rate Period as follows. (i) Weekly Rate Periods shall commence on Wednesday of each week and end on Tuesday of the following week; except that (A) in the case of (1) the first Weekly Rate Period and (2) a conversion to a Weekly Rate Period, the initial Weekly Rate Period for Series 2006 Bonds to which such Rate Period applies shall commence on the Closing Date or the Conversion Date, as applicable, and end on Tuesday of the following week; and (B) in the case of a conversion from a Weekly Rate Period to a different Rate Period, the last Weekly Rate Period prior to conversion shall end on the last day immediately preceding the Conversion Date. MIAMI/4177359.6 16 (ii) The Weekly Rate for each Weekly Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through and including the last day thereof. Each such Weekly Rate shall be determined by the Remarketing Agent no later than 5:00 p.m. on the day preceding the commencement date of the Weekly Rate Period to which it relates and given to the Trustee by the Remarketing Agent by telephone (or other Electronic Notice) by 1:00 p.m. on the commencement date of such Weekly Rate Period, and confirmed in writing. (f) follows. Term Rates. A Term Rate shall be determined for each Term Rate Period as (i) Term Rate Periods shall (A) commence on a Conversion Date (including a conversion from a Term Rate Period to an immediately successive Term Rate Period of the same duration or a Term Rate Period of a different duration) and (B) extend to but not include either the commencement date of an immediately successive Term Rate Period (of whatever duration) or the Conversion Date on which a Variable Rate Period becomes effective. (ii) The Term Rate for each Term Rate Period shall be effective from and including the commencement date of such period and remain in effect through and including the last day thereof. Each such Term Rate shall be determined by the Remarketing Agent not later than 12:00 P.M. noon on the Business Day immediately preceding the commencement date of such period and given to the Trustee by telephone or Electronic notice by the Remarketing Agent by the close of business on the day such rate is determined and confirmed in writing by the close of business on the next Business Day. (iii) The duration of each successive Term Rate Period applicable to all or any portion of the Series 2006 Bonds shall be the same as the then current Term Rate Period applicable to such Series 2006 Bonds until the City elects to convert such Term Rate Period to a Variable Rate Period, or to a Term Rate Period of a different duration, all as provided in Section 202A(g). Upon the expiration of any Term Rate Period, the Series 2006 Bonds to which such Term Rate Period applies shall be subject to mandatory tender for purchase pursuant to Section 310. (iv) If, for any reason, the Term Rate for Series 2006 Bonds is not so determined for the Term Rate Period by the Remarketing Agent on or prior to the first day of such Term Rate Period, then the Series 2006 Bonds shall bear interest at the Weekly Rate as provided in Section 2.02A(e), and shall continue to bear interest at a Weekly Rate determined in accordance with Section 2.02A(e), until such time as the interest rate on the Series 2006 Bonds shall have been adjusted to another Rate Period as provided herein, and the Series 2006 Bonds shall continue to be subject to mandatory purchase as described in Section 310. (g) Conversions between Rate Periods. At the option of the City, the Series 2006 Bonds may be converted from one Rate Period to another Rate Period, including a conversion from one Term Rate Period to an immediately successive Term Rate Period of the same duration MIAM114177354.6 17 or a Term Rate Period of a different duration, and any portion of the Series 2006 Bonds may be converted from a Variable Rate Period to a Term Rate Period, from a Term Rate Period to a Variable Rate Period that is the same Variable Rate Period applicable to all other Variable Rate Bonds then Outstanding or from a Term Rate Period to an immediately successive Term Rate Period of the same duration or a Term Rate Period of a different duration, provided that such portion of the Series 2006 Bonds is an Authorized Denomination, as follows. (i) The Conversion Date shall be an Interest Payment Date for the Rate Period from which the conversion is to be made; provided, however, that: (A) if the conversion is from a Term Rate Period to another Rate Period, including a Term Rate Period of a different duration, the Conversion Date shall be limited to any Interest Payment Date upon which the Series 2006 Bonds being converted are subject to optional redemption pursuant to Section 301(a) or the last Interest Payment Date of that Term Rate Period; (B) if the conversion is from a Daily Rate Period to a Weekly Rate Period, or from a Weekly Rate Period to a Daily Rate Period, the Conversion Date must be on an Interest Payment Date; (C) if the conversion is from a Commercial Paper Rate Period, the Conversion Date shall be the last Interest Payment Date on which interest is payable for all Series 2006 Bonds bearing Commercial Paper Rates theretofore established pursuant to Section 202A(c), provided, however, that if the conversion is from a Commercial Paper Rate Period to a Daily or Weekly Rate Period, there may be more than one Conversion Date and in that case the Conversion Date with respect to each Series 2006 Bond being converted must be an Interest Payment Date for such Series 2006 Bond; and (D) if the conversion is from a Dutch Auction Rate Period, the Conversion Date must be the last Interest Payment Date in respect of that Dutch Auction Rate Period. (ii) The City shall give written notice of any such conversion to the Remarketing Agent, the Liquidity Facility Issuer and the Trustee, not fewer than 35 days prior to the proposed Conversion Date in the case of a conversion from a Term Rate Period, or 20 days in the case of a conversion from a Variable Rate Period. Such notice shall specify (A) the proposed Conversion Date, (B) the type of Rate Period to which the conversion will be made and (C) in the case of conversion to a Term Rate Period, the Iength of such Term Rate Period. (iii) Not fewer than 15 days prior to the Conversion Date in the case of a conversion from a Variable Rate Period, and not fewer than 30 days prior to the Conversion Date in the case of a conversion from a Term Rate Period, the Trustee shall mail by first class mail a written notice of the conversion to each Holder of Series 2006 Bonds being converted at the Holder's address as it appears on the Register. Such notice shall state: MIAMI/4177359.6 18 (A) the type of Rate Period to which the conversion will be made and the Conversion Date; (B) that the Series 2006 Bonds being converted will be subject to mandatory tender for purchase on the Conversion Date and the Purchase Price of such Series 2006 Bonds; (C) if such Series 2006 Bonds are no longer in Book Entry Form and are therefore in certificated form, information with respect to required delivery of bond certificates and payment of the Purchase Price under Section 312; and (D) if any Series 2006 Bonds in a Dutch Auction Rate Period are to be redeemed and those Series 2006 Bonds are held by the Depository, the Trustee shall notify the Depository as set forth in Section 304. (h) Conditions Precedent to Conversions. Any conversion from any Rate Period to any other Rate Period (including a Term Rate Period of a different duration and including any conversion to and from the Dutch Auction Rate) shall be subject to the condition that on or before the Conversion Date, the City (A) has delivered to the Trustee and the Remarketing Agent an Opinion of Bond Counsel to the effect that the conversion is authorized hereunder (except that no such opinion shall be required for conversions between a Daily Rate Period and a Weekly Rate Period) and (B) has complied with all applicable federal securities laws in connection with remarketing the Series 2006 Bonds. (i) Any conversion to a Term Rate Period shall be subject to the condition that a Liquidity Facility provides for an amount equal to 186 days' accrued interest on the Series 2006 Bonds at the Maximum Interest Rate, unless the City has complied with the provisions of Section 4A.01(a) hereunder with respect to discontinuance of a Liquidity Facility. (ii) Any conversion to a Commercial Paper Rate Period shall be subject to the condition that a Liquidity Facility provides for an amount of accrued interest on the Series 2006 Bonds equal to the number of days in the Commercial Paper Rate Period plus three days at the maximum Interest Rate. (i) Automatic Conversions. If for any reason a condition precedent to a conversion of all or any portion of the Series 2006 Bonds is not met, such Series 2006 Bonds in the Dutch Auction Rate shall remain in the Dutch Auction Rate (and will bear interest at the Maximum Dutch Auction Rate and not be subject to mandatory tender), and with respect to such Series 2006 Bonds bearing interest at another Applicable Variable Rate that conversion shall not be effective (although any mandatory tender pursuant to Section 310 shall be made on such date if the notice required under Section 202A(g)(iii) has been sent to the Holders of the Series 2006 Bonds being converted stating that such Series 2006 Bonds would be subject to mandatory purchase on that date), and such Series 2006 Bonds, (i) if they bore interest at any Variable Rate (other than in Dutch Auction Rate), or a Term Rate for a Term Rate Period of a duration of one year or less, shall be converted to a Weekly Rate Period and shall bear interest at the Weekly Rate determined by the Remarketing Agent as of the date on which the conversion was to occur, MIAMI/4177359.6 19 or (ii) if they bore interest at a Term Rate for a Term Rate Period of a duration of more than one year, may be converted to a Weekly Rate Period and shall as of the date on which thear interest at the Weeklconversion was to occury Rate determined by the Remarketing Agent (j) Continuing Rate. If the Remarketing Agent fails for any reason to determine the rate for any Rate Period (other than a Dutch Auction Rate Period, for which the rate shall be determined in accordance with Section 2A.02 or a Term Rate Period, for which the rate shall be determined in accordance with Section 202A(f)(iv)), then the Series 2006 Bonds to which such Rate Period applies shall bear such interest at shall the t promptly notify thective rate bC�tyed for such Rate and each Holder Period as set forth in Section 202A. Thep of such Series 2006 Bonds of such fact. (k) Notice. The City, the Trustee, the Liquidity Facility Issuer and the Remarketing Agent shall not be liable to any Holder for failure to give any notice required under the provisions of this Article II or for failure of any Holders to receive any such notice. Section 203. Form of Bonds. The Series 2006 Bonds and the certificate of authentication thereon shall be in substantially the form set forth in Exhibit A, which is part of this Series 2006 Indenture. The Series 2006 Bonds may also have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series 2006 Indenture and may have such letters, numbers or other marks of identification placed thereon as may be required to comply with the rules of any regulatory body, or as may, consistently herewith, be determined by the officers executing such Series 2006 Bonds, as evidenced by their signing of the Series 2006 Bonds. Any portion of the text of any Series 2006 Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Series 2006 Bonds. Section 204. Book -Entry Only System. The Series 2006 Bonds shall be registered to participate in a book -entry only system with the Depository. Except as provided in Section 205, any Series 2006 Bond issued in exchange for or in lieu of any Series 2006 Bond shall be issued in the form of a separate single fully registered bond in the name of the nominee designated by the Depository, as the nominee of the Depository. The City and the Trustee are authorized to execute, deliver and take the actions set forth in such letters to or agreements with the Depository as shall be necessary to effectuate the book -entry only system. The City and the Trustee shall have no responsibility or obligation to any Person for which the Depository holds Series 2006 Bonds as securities depository (a "Depository Participant") or to any Person on behalf of whom such a Depository Participant holds an interest in the Series 2006 Bonds (an "Indirect Participant"). Without limiting the immediately preceding sentence, while the Depository is the Holder of all of the Series 2006 Bonds the City and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of the Depository, the nominee of the Depository or any Depository Participant, (2) the delivery to any Person (other than the Depository) of any notice with respect to the Series 2006 Bonds, including any notice of redemption of the Series 2006 Bonds or (3) the payment to any Person, other than the Depository, of any amount with respect to the Series 2006 Bonds while the Depository is the Holder of the Series 2006 Bond. MIAMIJ4177359.6 20 Any provision of this Series 2006 Indenture to the contrary notwithstanding, so long as the Series 2006 Bonds are registered solely in the name of a Depository or its nominee, all payments with respect to principal of, premium, if any, and interest on, the Series 2006 Bonds and all notices with respect to the Series 2006 Bonds shall be made and given, respectively, in the manner provided in the Representation Letter, Section 106 and this Section 204. Section 205. Successor Depository; Transfers Outside Book -Entry Only System. In the event that (1) the City determines that the Depository is incapable of discharging its responsibilities described herein or in the Representation Letter, (2) the Representation Letter shall be terminated for any reason, or (3) the Depository or the City determines that it is in the best interest of the beneficial holders of the Series 2006 Bonds that they be able to obtain certificates evidencing their ownership of Series 2006 Bonds, the City shall notify the Trustee and the Depository of the availability within a reasonable period of time through the Depository of Series 2006 Bond certificates and the Series 2006 Bonds shall no longer be restricted to being registered in the name of the nominee of the Depository. At that time, the City may determine that the Series 2006 Bonds shall be registered in the name of and deposited with a successor depository operating a book -entry only system, as may be acceptable to the City, or such depository's nominee, and if the City does not select such alternate book -entry only system, then the Series 2006 Bonds shall be registered, at the City's expense, in whatever name or names the Holders of Series 2006 Bonds transferring or exchanging Series 2006 Bonds shall designate, in accordance with the provisions hereof. Section 206. Payment of Interest on Series 2006 Bonds; Interest Rights Preserved. Interest on any Series 2006 Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Series 2006 Bond (or any predecessor Series 2006 Bond therefor) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Series 2006 Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the City (but only from the sources provided herein), to the Persons in whose names the Series 2006 Bonds (or their respective predecessor Series 2006 Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Trustee, as agent of the City, shall determine the amount of Defaulted Interest proposed to be paid on each Series 2006 Bond and the date of the proposed payment, and at the same time the City shall deposit (but only from the sources provided herein) with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the date and amount of the proposed payment of such Defaulted Interest and the Special Record Date therefor MIAMI/4177359.6 21 to be mailed, first class postage prepaid, to each Holder of Series 2006 Bonds at his address as it appears in the Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall Seriee pais 2006 Bonds) are registered onto the Persons in whose es the such Series 2006 Bonds (or their respective predecessor Special Record Date. Subject to the foregoing provisions of this Section, each Series 2006 Bond delivered under this Series 2006 Indenture upon transfer exchange and unpaid, and to accrue, which were other Series 2006 Bond shall carry the rights to interest carried by such other Series 2006 Bonds. ARTICLE IIA DUTCH AUCTION RATE PROVISIONS Section 2A.01. Dutch Auction Rate — Supplemental Definitions. (a) Definitions. "Agent Member" means a member of, or participant in, DTC. "All -Hold Rate" means as of any applicable Auction Date, 90% of the Index in effect on such Auction Date; but in no event shall the All -Hold Rate exceed the Maximum Dutch Auction Rate. "Auction" means each periodic implementation of the Dutch Auction Procedures. "Auction Agent" means the auction agent appointed in accordance with Section 316. "Auction Agent Agreement" means the Auction Agent Agreement between the City and the Auction Agent, as amended or supplemented from time to time. "Auction Date" means, with respect to Auction Rate Bonds, during any period in which the Dutch Auction Procedures are not suspended in accordance with the provisions of this Series 2006 Indenture, (i) if the Auction Rate Bonds are in a daily Auction Period, each Business Day, (ii) if the Auction Rate Bonds are in a Special Auction Period, the last Business Day of the Special Auction Period, and (iii) if the Auction Rate Bonds are in any other Auction Period, the Business Day immediately preceding each Auction Rate Bonds Interest Payment Date for such Auction Rate Bonds (whether or not an Auction will be conducted on such date); provided, that the last Auction Date with respect to Auction Rate Bonds in an Auction Period other than a daily Auction Period or a Special Auction Period will be the earlier of (x) the Business Day immediately preceding the Auction Rate Bonds Interest Payment Date immediately preceding the effective date of a change in the Interest Rate Period from an Auction Rate Bonds Interest Rate Period to a different Interest Rate Period for such Auction Rate Bonds and (y) the Business Day immediately preceding the Auction Rate Bonds Interest Payment Date immediately preceding the Maturity Date for such Auction Rate Bonds; and provided further that if such Auction Rate Bonds are in a daily Auction Period, the last Auction Date will be the earlier of MIAMI/4177359.6 22 (xx) the Business Day immediately preceding the effective date of a change in the Interest Rate Period applicable to such Auction Rate Bonds from an Auction Rate Bonds Interest Rate Period to a different Interest Rate Period and (yy) the Business Day immediately preceding the Maturity Date for such Auction Rate Bonds; and provided further that the last Business Day of a Special Auction Period shall be the Auction Date for the Auction Period that begins on the next succeeding Business Day, if any. On the Business Day preceding the conversion from a daily Auction Period to another Auction Period, there will be two Auctions, one for the last daily Auction Period and one for the first Auction Period following the conversion. "Auction Period" means: (a) a Special Auction Period; (b) with respect to Auction Rate Bonds in a daily Auction Period, a period beginning on each Business Day and extending to but not including the next succeeding Business Day; (c) with respect to Auction Rate Bonds in a seven-day Auction Period and with Auctions generally conducted on (i) Fridays, a period of generally seven days beginning on a Monday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Sunday) and ending on the Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) Mondays, a period of generally seven days beginning on a Tuesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Monday) and ending on the Monday thereafter (unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iii) Tuesdays, a period of generally seven days beginning on a Wednesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Tuesday) and ending on the Tuesday thereafter (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iv) Wednesdays, a period of generally seven days beginning on a Thursday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Wednesday) and ending on the Wednesday thereafter (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day, on the Monday following such Wednesday), and (v) Thursdays, a period of generally seven days beginning on a Friday (or the clay following the last day of the prior Auction Period if the prior Auction Period does not end on a Thursday) and ending on the Thursday thereafter; (d) with respect to Auction Rate Bonds in a 28-day Auction Period and with Auctions generally conducted on (i) Fridays, a period of generally 28 days beginning on a Monday (or the last day of the prior Auction Period if the prior Auction Period does not end on a Sunday) and ending on the fourth Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) Mondays, a period of generally 28 days beginning on a Tuesday (or the last day of the prior Auction Period if the prior Auction Period does not end on a Monday) and ending on the fourth Monday thereafter (unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iii) Tuesdays, a period of generally 28 days beginning on a Wednesday (or the last day of the prior Auction Period if the prior Auction Period does not MIAMI/4177359.6 23 end on a Tuesday) and ending on the fourth Tuesday thereafter (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iv) Wednesdays, a period of generally 28 days beginning on a Thursday (or the last day of the prior Auction Period if the prior Auction Period does not end on a Wednesday) and ending on the fourth Wednesday thereafter (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), and (v) Thursdays, a period of generally 28 days beginning on a Friday (or the last day of the prior Auction Period if the prior Auction Period does not end on a Thursday) and ending on the fourth Thursday thereafter (unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). (e) with respect to Auction Rate Bonds in a 35-day Auction Period and with Auctions generally conducted on (i) Fridays, a period of generally 35 days beginning on a Monday (or the last day of the prior Auction Period if the prior Auction Period does not end on Sunday) and ending on the fifth Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) Mondays, a period of generally 35 days beginning on a Tuesday (or the last day of the prior Auction Period if the prior Auction Period does not end on Monday) and ending on the fifth Monday thereafter (unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iii) Tuesdays, a period of generally 35 days beginning on a Wednesday (or the last day of the prior Auction Period if the prior Auction Period does not end on Tuesday) and ending on the fifth Tuesday thereafter (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (iv) Wednesdays, a period of generally 35 days beginning on a Thursday (or the last day of the prior Auction Period if the prior Auction Period does not end on Wednesday) and ending on the fifth Wednesday thereafter (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), and (v) Thursdays, a period of generally 35 days beginning on a Friday (or the last day of the prior Auction Period if the prior Auction Period does not end on Thursday) and ending on the fifth Thursday thereafter (unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day); (f) with respect to Auction Rate Bonds in a three-month Auction Period, a period of generally three months (or shorter period upon a conversion from another Auction Period) beginning on the day following the last day of the prior Auction Period and ending on the day that is 90 days thereafter (unless such day is not Wednesday, in which case on the first Wednesday succeeding such day), provided, that if such day is not followed by a Business Day, on the next succeeding day that is followed by a Business Day; and (g) with respect to Auction Rate Bonds in a six-month Auction Period, a period of generally six months (or shorter period upon a conversion from another Auction Period) beginning on the day following the last day of the prior Auction Period and ending on the day that is 180 days thereafter (unless such day is not Wednesday, in which case on the first Wednesday succeeding such day), provided, that if such day is not followed by a Business Day, on the next succeeding day that is followed by a Business Day; MIAMI/4177359.6 24 provided that: (a) if there is a conversion of Auction Rate Bonds with Auctions generally to be conducted on Fridays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the next succeeding Sunday (unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the Sunday (unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 21 days but not more than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on Sunday (unless such Sunday is not followed by a Business Day, in which case a the no more eext than e 5 days fromsuch followed dateof ngyat is ly Business Day) which is more than 28 days but conversion; (b) if there is a conversion of Auction Rate Bonds with Auctions generally to be conducted on Mondays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the next succeeding Monday (unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the Monday (unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 21 days but not more than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on Monday (unless such Monday is not followed by a Business Day, in which case on e ne xt more thaneng 3 days5 ay hat is fromf sulch dateowed yaf a Business Day) which is more than 28 days butno conversion; (c) if there is a conversion of Auction Rate Bonds with Auctions generally to be conducted on Tuesdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the next succeeding Tuesday (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the Tuesday (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 21 days but not more than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the next MIAMII4177359.6 25 Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on Tuesday (unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 28 days but no more than 35 days from such date of conversion; (d) if there is a conversion of Auction Rate Bonds with Auctions generally to be conducted on Wednesdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the next succeeding Wednesday (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the Wednesday (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 21 days but not more than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35- day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on Wednesday (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 28 days but no more than 35 days from such date of conversion; and (e) if there is a conversion of Auction Rate Bonds with Auctions generally to be conducted on Thursdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall begin on the date of the conversion (Le. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the next succeeding Thursday (unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on the Thursday (unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 21 days but not more than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the next Auction Period shall begin on the date of the conversion (i.e. the Auction Rate Bonds Interest Payment Date for the prior Auction Period) and shall end on Thursday (unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) which is more than 28 days but no more than 35 days from such date of conversion; provided further, that any Auction Period that is greater than 35 days may be extended as provided in Section 202A(e). "Auction Rate Bonds" means the Series 2006 Bonds bearing interest at a Dutch Auction Rate. "Available Auction Bonds" shall have the meaning set forth in Section 2A.02(e). "Bid" shall have the meaning set forth in Section 2A.02(c). MIAMI/4177359.6 26 "Bidder" shall have the meaning set forth in Section 2A.02(c). "Broker -Dealer" means any entity permitted by law to perform the functions required of a Broker -Dealer set forth in the Dutch Auction Procedures (i) that is an Agent Member (or an affiliate of an Agent Member), (ii) that has been selected by the City with the consent of the Auction Agent and (iii) that has entered into a Broker -Dealer Agreement with the Auction Agent that remains effective. "Broker -Dealer Agreement" means each agreement between a Broker -Dealer and the Auction Agent, substantially in the form attached to the Auction Agent Agreement as Exhibit A, pursuant to which a Broker -Dealer, among other things, agrees to participate in Auctions as set forth in the Dutch Auction Procedures, as from time to time amended and supplemented. "Default Rate" means the Maximum Rate. "Dutch Auction Procedures" means the procedures set forth in Sections 2A.02(c), (d), (e) and (f). "Dutch Auction Rate" means the interest rate to be determined for the Series 2006 Bonds pursuant to Section 2A.02. "Dutch Auction Rate Period" means each period during which the Series 2006 Bonds bear interest at a Dutch Auction Rate. "Existing Holder" means, for purposes of each Auction, a person who is listed as the beneficial owner of Series 2006 Bonds in the records of the Auction Agent as of the Record Date in respect of the last Interest Payment Date for the Auction Period then ending. "Hold Order" shall have the meaning set forth in Section 2A.02(c). "Index" means with respect to the Auction Rate Bonds on any Auction Date, (a) One - Month LIBOR, or (b) if such rate is unavailable, the Index shall be an index or rate agreed to by all Broker -Dealers and consented to by the City. "Interest Payment Date" means, with respect to Auction Rate Bonds, (a) when used with respect to any Auction Period other than a daily Auction Period or a Special Auction Period, the Business Day immediately following such Auction Period; (b) when used with respect to a daily Auction Period, the first Business Day of the month immediately succeeding such Auction Period; (c) when used with respect to a Special Auction Period of (i) seven or more but fewer than 180 days, the Business Day immediately following such Special Auction Period, or (ii) more than 180 days, each April 1 and October 1 and on the Business Day immediately following such Special Interest Period. "Maximum Dutch Auction Rate" means as of any applicable Auction Date, 18%. "No Auction Rate" means, the rate in effect for the preceding Auction Period and after three consecutive Auction Periods with no Auction, the Maximum Dutch Auction Rate, provided MIAMI/4177359.6 27 that for Auction Periods that are greater than 35 days, the Auction Period shall be extended by seven days and each subsequent Auction Period shall be for seven days. "One -Month LIBOR" means the London interbank offered rate ("LIBOR") for deposits in U.S. dollars having a maturity of one month commencing on the Auction Date as reported by Bloomberg Financial Service, as of 9:00 a.m. New York City time, on the Auction Date. If such rate is not reported by Bloomberg Financial Service, the rate will be determined based on the rate that appears on Telerate Page 3750, on such Auction Date. If such rate is not reported by Bloomberg Financial Service and does not appear on Telerate Page 3750, such rate will be determined based upon the publication determined by the Broker -Dealer to be most comparable to Telerate. "Order" shall have the meaning set forth in Section 2A.02(c). "Overdue Rate" means 15%. "Potential Holder" means any person, including any Existing Holder, who may be interested in acquiring the beneficial ownership of Series 2006 Bonds during a Dutch Auction Rate Period or, in the case of an Existing Holder thereof, the beneficial ownership of an additional principal amount of Series 2006 Bonds during a Dutch Auction Rate Period. "Sell Order" shall have the meaning set forth in Section 2A.02(c). "Special Auction Period" means, with respect to Auction Rate Bonds, (a) any period of 365 days (366 in a leap year) or less which is not a 1, 7, 28, or 35-day auction period and begins on an Auction Rate Bonds Interest Payment Date and ends (i) in the case of Auction Rate Bonds with Auctions generally conducted on Fridays, on a Sunday unless such Sunday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day, (ii) in the case of Auction Rate Bonds with Auctions generally conducted on Mondays, on a Monday unless such Monday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day, (iii) in the case of Auction Rate Bonds with Auctions generally conducted on Tuesdays, on a Tuesday unless such Tuesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day, (iv) in the case of Auction Rate Bonds with Auctions generally conducted on Wednesdays, on a Wednesday unless such Wednesday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day, and (v) in the case of Auction Rate Bonds with Auctions generally conducted on Thursdays, on a Thursday unless such Thursday is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day or (b) any period which isot laterhhan the final schwhich eduledbegins Maturity Daten Auction of s ch te Bonds Interest Payment Date and ends n Auction Rate Bonds. "Standard Auction Period" means seven days and after the establishment of a different period pursuant to Section 2A.02(b) shall mean such different period. "Submission Deadline" means 1:00 p.m. on any Auction Date or such other time on any Auction Date by which Brokers -Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time. MIAMI/4177359.6 28 "Submission Processing Deadline" shall mean the earlier of (i) 40 minutes after the Submission Deadline and (ii) the time when the Auction Agent begins to disseminate the results of the Auction to the Broker -Dealers. "Submission Processing Representation" shall means the Broker -Dealers may submit an Order after the Submission Deadline and prior to the Submission Processing Deadline if the Order was (i) received by the Broker -Dealer from Existing Owners or Potential Owners prior to the Submission Deadline or (ii) initiated internally by the Broker -Dealer for its own account prior to the Submission Deadline. Each Order submitted to the Auction Agent after the Submission Deadline and prior to the Submission Processing Deadline shall constitute a representation by the Broker -Dealer that such Order was (i) received from an Existing Owner or Potential Owner prior to the Submission Deadline or (ii) initiated internally by the Broker -Dealer for its own account prior to the Submission Deadline. "Submitted Bid" shall have the meaning set forth in Section 2A.02(e). "Submitted Hold Order" shall have the meaning set forth in Section 2A.02(e). "Submitted Order" shall have the meaning set forth in Section 2A.02(e). "Submitted Sell Order' shall have the meaning set forth in Section 2A.02(e). "Sufficient Clearing Bids" shall have the meaning set forth in Section 2A.02(e). "Telerate Page 3750" means the display page so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) or such comparable page on a comparable service. "Winning Bid Rate" shall have the meaning set forth in Section 2A.02(e). Section 2A.02. Dutch Auction Rate Periods; Dutch Auction Rate; Auction Period. (a) General. (i) During any Dutch Auction Rate Period, the Series 2006 Bonds shall bear interest at the Dutch Auction Rate determined as set forth in this subsection (a) and in subsections (b), (c), (d), (e) and (f) of this Section 2A.02. The Dutch Auction Rate for any initial Auction Period immediately after any Conversion to a Dutch Auction Rate Period, shall be the rate of interest per year determined and given to the Trustee and the City by the Broker -Dealer on a date not later than the effective date of such Conversion or the date of such mandatory purchase, as the case may be, as the minimum rate of interest that, in the opinion of the Broker -Dealer, would be necessary as of the date of such Conversion or the date of such mandatory purchase, as the case may be, to market Series 2006 Bonds in a secondary market transaction at a price equal to the principal amount thereof; provided that such interest rate shall not exceed the Maximum Dutch Auction Rate. Except as otherwise provided in this Section 2A.02, the Dutch Auction Rate shall be the rate of interest per year that results from implementation of the Dutch Auction Procedures; provided that such interest rate shall not exceed the Maximum MIAMI/4177359,6 29 Dutch Auction Rate. Except as provided below, if on any Auction Date for any reason an Auction is not held, the Dutch Auction Rate for the next succeeding Auction Period shall equal the Maximum Dutch Auction Rate on and as of such Auction Date. Determination of the Dutch Auction Rate pursuant to the Dutch Auction Procedures shall be suspended upon the occurrence of an Event of Default described in Section 7.01(i) and (ii) of the Master Indenture. Upon the occurrence of an Event of Default described in Section 7.01(i) and (ii) of the Master Indenture on any Auction Date, no Auction will be held, all Submitted Bids and Submitted Sell Orders shall be rejected, the existence of Sufficient Clearing Bids shall be of no effect and the Dutch Auction Rate shall be equal to the Maximum Dutch Auction Rate as determined on and as of the immediately preceding Auction Date for each Auction Period, commencing after the occurrence of such Event of Default to and including the Auction Period, if any, during which or commencing less than two Business Days after the Event of Default has been cured or waived (ii) Auction Periods may be changed pursuant to Section 2A.02(b) at any time unless an Event of Default has occurred and has not been cured or waived. Each Auction Period shall be a Standard Auction Period unless a different Auction Period is established pursuant to Section 2A.02(b) and each Auction Period that immediately succeeds an Auction Period that is not a Standard Auction Period shall be a Standard Auction Period unless a different Auction Period is established pursuant to Section 2A.02(b). (b) Dutch Auction Rate Period., Change of Auction Period. (i) During a Dutch Auction Rate Period, the City may change the length of a single Auction Period or the Standard Auction Period by means of a written notice delivered at least 20 days but not more than 60 days prior to the Auction Date for such Auction Period to the Trustee, the Auction Agent and DTC. The length of an Auction Period or the Standard Auction Period may not be changed pursuant to this Section 2A.02(b) unless Sufficient Clearing Bids existed at both the Auction immediately preceding the date the notice of such change was given and the Auction immediately preceding such changed Auction Period. (ii) The change in length of an Auction Period or the Standard Auction Period shall take effect only if (A) the Trustee and the Auction Agent receive, by 11:00 a.m. on the Business Day immediately preceding the Auction Date for such Auction Period, a certificate from the City, by telecopy or similar means, authorizing the change in the Auction Period or the Standard Auction Period, which shall be specified in such certificate, and confirming that Bond Counsel expects to be able to give an opinion on the first day of such Auction Period to the effect that the change in the Auction Period is authorized by this Series 2006 Indenture, (B) Sufficient Clearing Bids exist at the Auction on the Auction Date for such Auction Period, and (C) the Trustee and the Auction Agent receive by 9:30 a.m. on the first day of such Auction Period, an opinion of Bond Counsel to the effect that the change in the Auction Period is authorized by this Series 2006 Indenture. If the condition referred to in (A) above is not met, the Dutch Auction Rate for the next succeeding Auction Period shall be determined pursuant to the Dutch Auction Procedures and the next succeeding Auction Period shall be a Standard Auction Period. If any of the conditions referred to in (B) or (C) above is not met, the MIAMI14I77359.6 30 Dutch Auction Rate for the next succeeding Auction Period shall equal the Maximum Dutch Auction Rate and the next succeeding Auction Period shall be a seven-day Auction Period as determined as of the Auction Date for such Standard Auction Period. (c) Dutch Auction Rate Period: Orders by Existing Holders and Potential Holders. (i) Subject to the provisions of Section 2A.02(a), Auctions shall be conducted on each Auction Date in the manner described in this Section 2A.02(c) and in Sections 2A.02(d), (e) and (f) prior to the Submission Deadline on each Auction Date during a Dutch Auction Rate Period: (A) each Existing Holder may submit to the Broker -Dealer information as to: (1) the principal amount of Series 2006 Bonds, if any, held by such Existing Holder thatsuch Existing foder desires to continue to hold r the next succeeding Auction without regard to the Dutch Au Period; (2) the principal amount of Series 2006 Bonds, if any, held by such Existing Holder that S succeedich ngng der offers to sell if Period shall be lesshe thaDutch n the Auction Rate for the nextg rate per year specified by such Existing Holder; and (3) the principal amount of Series 2006 Bonds, if any, held by such Existing Holder that such Existing Holder offers to sell without regard to the Dutch Auction Rate for the next succeeding Auction Period; (B) one or more Broker -Dealers may contact Potential Holders to each such Potential determine the principal amount of Series 06 Bondsthat fort the next succeeding Holder offers to purchase if the Dutch Auction Auction Period shall not be less than the interest rate per year specified by such Potential Holder. For the purposes hereof, the communication to a Broker -Dealer of information referred to in clause (A)(1), (A)(2) or (A)(3) or clause (B) above is hereinafter referred to as an "Order" and each Existing Holder and Potential Holder placing an Order is hereinafteraboveerred s hereito nafter as a "Bidder"; an Order containing the information referred to in clause (A)(1) referred to as a "Hold Order"; an Order containing the information referred to in clause (A)(2) or clause (B) above is hereinafter referred to as a "Bid";toas and an a "Sell containing the information referred to in clause (A)(3) above is hereinafter referred rder." (ii) (A) Subject to the provisions of Section 2A.02(d), a Bid by an Existing Holder shall constitute an offer to sell: (1) the principal amount of Series 2006 Bonds specified in such Bid if the Dutch Auction Rate determined pursuant to the Dutch MIAMI/4 i 77359.6 31 Agent. Auction Procedures on such Auction Date shall be less than the interest rate per year specified therein; or (2) such principal amount or a lesser principal amount of Series 2006 Bonds to be determined as set forth in subsection (i)(D) of Section 2A.02(f) if the Dutch Auction Rate determined pursuant to the Dutch Auction Procedures on such Auction Date shall be equal to the interest rate per year specified therein; or (3) such principal amount if the interest rate per year specified therein shall be higher than the Maximum Dutch Auction Rate or such principal amount or a lesser principal amount of Series 2006 Bonds to be determined as set forth in subsection (ii)(C) of Section 2A.02(f) if such specified rate shall be higher than the Maximum Dutch Auction Rate and Sufficient Clearing Bids do not exist. (B) Subject to the provisions of Section 2A.02(d), a Sell Order by an Existing Holder shall constitute an offer to sell: (1) the principal amount of Series 2006 Bonds specified in such Sell Order; or (2) such principal amount or a lesser principal amount of Series 2006 Bonds as set forth in subsection (ii)(C) of Section 2A.02(f) if Sufficient Clearing Bids do not exist. (C) Subject to the provisions of Section 2A.02(d), a Bid by a Potential Holder shall constitute an offer to purchase: (1) the principal amount of Series 2006 Bonds specified in such Bid if the Dutch Auction Rate determined on such Auction Date shall be higher than the rate specified therein; or (2) such principal amount or a lesser principal amount of Series 2006 Bonds as set forth in subsection (i)(E) of Section 2A.02(f) if the Dutch Auction Rate determined on such Auction Date shall be equal to such specified rate. (d) Dutch Auction Rate Period: Submission of Orders by Broker -Dealers to Auction (i) During a Dutch Auction Rate Period each Broker -Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline (but subject to the Submission Processing Deadline)such Broker-Dealerction ande during the Dutch Rate Period, all Orders obtained by shall specify with respect to each such Order: (A) the name of the Bidder placing such Order; MIAMI/4177359,6 32 (B) the aggregate principal amount of Series 2006 Bonds that are subject to such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the principal amount of Series 2006 Bonds, if any, subject to any Hold Order placed by such Existing Holder; (2) the principal amount of Series 2006 Bonds, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (3) the principal amount of Series 2006 Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid. (ii) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (iii) If an Order or Orders covering all Series 2006 Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Series 2006 Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent. Neither the City, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker -Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder. (iv) If any Existing Holder submits through a Broker -Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of Series 2006 Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: (A) all Hold Orders shall be considered valid, but only up to and including the principal amount of Series 2006 Bonds held by such Existing Holder, and, if the aggregate principal amount of Series 2006 Bonds subject to such Hold Orders exceeds the aggregate principal amount of Series 2006 Bonds held by such Existing Holder, the aggregate principal amount of Series 2006 Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Series 2006 Bonds held by such Existing Holder; (B) (1) any Bid shall be considered valid up to and including the excess of the principal amount of Series 2006 Bonds held by such Existing Holder over the aggregate principal amount of Series 2006 Bonds subject to any Hold Orders referred to in paragraph (A) above; M1AMI/4177359.6 33 (2) subject to clause (1) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of Series 2006 Bonds subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the principal amount of Series 2006 Bonds subject to each Bid with the same rate shall be reduced pro rata to cover the principal amount of Series 2006 Bonds equal to such excess; (3) subject to clauses (1) and (2) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such rate up to and including the amount of such excess; and (4) in any such event, the aggregate principal amount of Series 2006 Bonds, if any, subject to Bids not valid under this paragraph (B) shall be treated as the subject of a Bid by a Potential Holder at the rate therein specified; and (C) all Sell Orders shall be considered valid up to and including the excess of the principal amount of Series 2006 Bonds held by such Existing Holder over the aggregate principal amount of Series 2006 Bonds subject to valid Hold Orders referred to in paragraph (A) and valid Bids referred to in paragraph (B) above. (v) In connection with any Auction, the Broker -Dealer shall be permitted to aggregate some or all of the Sell Orders that are submitted by different eligible investors prior to submitting the orders to the Auction Agent. (vi) Any Bid or Sell Order submitted by an Existing Holder covering an aggregate principal amount of Series 2006 Bonds not equal to $25,000 or an integral multiple thereof shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate principal amount of Series 2006 Bonds not equal to $25,000 or an integral multiple thereof shall be rejected. (vii) Any Bid submitted by an Existing Holder or Potential Holder specifying a rate lower than the All -Hold Rate shall be treated as a Bid specifying the All -Hold Rate. (e) Dutch Auction Rate Period: Determination of Sufficient Clearing Bids, Winning Bid Rate and Dutch Auction Rate. (i) Not earlier than the Submission Deadline (but subject to the Submission Processing Representation) on each Auction Date during the Dutch Auction Rate Period, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker -Dealers (each such Order as submitted or deemed submitted by a Broker -Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: MIAM1/4177359.6 34 (A) the excess of the total principal amount of Series 2006 Bonds over the aggregate principal amount of Series 2006 Bonds subject to Submitted Hold Orders (such excess being hereinafter referred to as the "Available Auction Bonds"); and (B) from the Submitted Orders whether the aggregate principal amount of Series 2006 Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Dutch Auction Rate exceeds or is equal to the sum of: (1) the aggregate principal amount of Series 2006 Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Dutch Auction Rate, and (2) the aggregate principal amount of Series 2006 Bonds subject to Submitted Sell Orders, (in the event of such excess or such equality exists (other than because the sum of the principal amounts of Series 2006 Bonds in clauses (1) and (2) above is zero because all of the Series 2006 Bonds are subject to Submitted Hold Orders), such Submitted Bids in clause (B) above are hereinafter reflected to collectively as "Sufficient Clearing Bids"); and (C) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") that if: (1) (x) each Submitted Bid from Existing Holders specifying such lowest rate and (y) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Series 2006 Bonds subject to such Submitted Bids, and (2) (x) each Submitted Bid from Potential Holders specifying such lowest rate and (y) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (1) above continuing to hold an aggregate principal amount of Series 2006 Bonds that, when added to the aggregate principal amount of Series 2006 Bonds to be purchased by such Potential Holders described in clause (2) above, would be not less than the Available Auction Bonds. (ii) Promptly after the Auction Agent has made the determinations pursuant to subsection (i) of this Section 2A.02(e), the Auction Agent by telecopy, confirmed in writing, shall advise the City and the Trustee of the All -Hold Rate and the components thereof on the Auction Date and, based on such determinations, the Dutch Auction Rate for the next succeeding Auction Period as follows: MIAMI/4177359.6 35 (A) if Sufficient Clearing Bids exist, that the Dutch Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (B) if Sufficient Clearing Bids do not exist (other than because all of the Series 2006 Bonds are the subject of Submitted Hold Orders), that the Dutch Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Dutch Auction Rate; and (C) if all of the Series 2006 Bonds are subject to Submitted Hold Orders, that the Dutch Auction Rate for the next succeeding Auction Period therefor shall be equal to the All -Hold Rate. (fj Dutch Auction Rate Period: Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Auction Rate Bonds. During a Dutch Auction Rate Period, Existing Holders shall continue to hold the principal amounts of Series 2006 Bonds that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to subsection (i) of Section 2A.02(e), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall take such other actions as are set forth below. (i) If Sufficient Clearing Bids have been made, all Submitted Sell Orders shall be accepted and, subject to the provisions of subsections (iv) and (v) of this Section 2A.02(f), Submitted Bids shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) existing Holders' Submitted Bids specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bids; (B) existing Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bids; (C) potential Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus requiring each such Potential Holder to purchase the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bids; (D) each Existing Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be rejected, thus entitling such Existing Holder to continue to hold the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bid, unless the aggregate principal amount of Series 2006 Bonds subject to all such Submitted Bids shall be greater than the principal amount of Series 2006 Bonds (the "remaining principal amount") equal to the excess of the Available Auction Bonds over the aggregate principal amount of the Series 2006 Bonds subject to Submitted Bids described in paragraphs (B) and (C) MIAMI/4177359.6 36 of this subsection (i), in which event such Submitted Bid of such Existing Holder shall be rejected in part, and such Existing Holder shall be entitled to continue to hold the principal amount of Series 2006 Bonds subject to such Submitted Bid, but only in an amount equal to the principal amount of Series 2006 Bonds obtained by multiplying the remaining principal amount by a fraction, the numerator of which shall be the principal amount of Series 2006 Bonds held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the principal amounts of Series 2006 Bonds subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and (E) each Potential Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the principal amount of Series 2006 Bonds obtained by multiplying the excess of the Available Auction Bonds over the aggregate principal amount of Series 2006 Bonds subject to Submitted Bids described in paragraphs (B), (C) and (D) of this subsection (i) by a fraction the numerator of which shall be the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bid of such Potential Holder and the denominator of which shall be the sum of the principal amount of Series 2006 Bonds subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate. (ii) If Sufficient Clearing Bids have not been made (other than because all of the Series 2006 Bonds are subject to Submitted Hold Orders), subject to the provisions of subsection (iv) of this Section 2A.02(f), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) existing Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Dutch Auction Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bids; (B) potential Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Dutch Auction Rate shall be accepted, thus requiring each such Potential Holder to purchase the aggregate principal amount of Series 2006 Bonds subject to such Submitted Bids; and (C) each Existing Holder's Submitted Bid specifying any rate that is higher than the Maximum Dutch Auction Rate and the Submitted Sell Orders of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the Series 2006 Bonds subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the aggregate principal amount of Series 2006 Bonds obtained by multiplying the aggregate principal amount of Series 2006 Bonds subject to Submitted Bids described in paragraph (B) of this subsection (ii) by a fraction, the numerator of which shall be the aggregate principal amount of Series 2006 Bonds held by such Existing Holder subject to such Submitted Bid or MIAMI/4177359.6 37 Submitted Sell Order and the denominator of which shall be the aggregate principal amount of Outstanding Auction Rate Bonds subject to all such Submitted Bids and Submitted Sell Orders. (iii) If all Series 2006 Bonds are subject to Submitted Hold Orders, all Submitted Bids shall be rejected. (iv) If, as a result of the procedures described in subsection (i) or (ii) of this Section 2A.02(f), any Existing Holder would be required to sell, or any Potential Holder would be required to purchase, a principal amount of Series 2006 Bonds that is not equal to $25,000 or an integral multiple thereof, the Auction Agent shall, in such manner as, in its sole discretion, it shall determine, round up or down the principal amount of such Series 2006 Bonds to be purchased or sold by any Existing Holder or Potential Holder so that the principal amount purchased or sold by each Existing Holder or Potential Holder shall be equal to $25,000 or an integral multiple thereof. (v) If, as a result of the procedures described in subsection (i) of this Section 2A.02(f), any Potential Holder would be required to purchase less than $25,000 in aggregate principal amount of Series 2006 Bonds, the Auction Agent shall, in such manner as, in its sole discretion, it shall determine, allocate Series 2006 Bonds for purchase among Potential Holders so that only Series 2006 Bonds in principal amounts of $25,000 or an integral multiple thereof are purchased by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any Series 2006 Bonds. (vi) Based on the results of each Auction, the Auction Agent shall determine the aggregate principal amounts of Series 2006 Bonds to be purchased and the aggregate principal amounts of Series 2006 Bonds to be sold by Potential Holders and Existing Holders on whose behalf each Broker -Dealer submitted Bids or Sell Orders and, with respect to each Broker -Dealer, to the extent that such amounts differ, determine to which other Broker -Dealer or Broker -Dealers acting for one or more purchasers of Series 2006 Bonds such Broker -Dealer shall deliver, or from which other Broker -Dealer or Broker -Dealers acting for one or more sellers of Auction Rate Bonds such Broker -Dealer shall receive, as the case may be, Auction Rate Bonds. (vii) The City may not submit an Order in any Auction. The Auction Agent shall have no duty or liability with respect to monitoring or enforcing the provisions of this paragraph. (g) DTC Required During Dutch Auction Rate Period; Limitations on Transfer. (i) Except as otherwise provided in this Section 2A.02(g), the Series 2006 Bonds bearing interest at the Dutch Auction Rate shall be registered in the name of DTC or its nominee and ownership thereof shall be maintained in book -entry -only form by DTC for the account of the Agent Members thereof. (ii) If at any time DTC notifies the City that it is unwilling or unable to continue as owner of Series 2006 Bonds or if at any time DTC shall no longer be M IAM 1/4177359.6 38 registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation and a successor to DTC is not appointed by the City, the Trustee, the Auction Agent and the Broker -Dealer, within 90 days after the City receives notice or becomes aware of such condition, as the case may be, the City shall sign and the Trustee shall authenticate and deliver certificates representing the Series 2006 Bonds. Series 2006 Bonds issued pursuant to this Section 2A.02(g)(ii) shall be registered in such names and authorized denominations as DTC, pursuant to instructions from the Agent Members or otherwise, shall instruct the City and the Trustee. The Trustee shall deliver the Series 2006 Bonds to the persons in whose names such Series 2006 Bonds are so registered on the Business Day immediately preceding the first day of an Auction Period. So long as the ownership of the Series 2006 Bonds is maintained in book -entry -only form by DTC, an Existing Holder may sell, transfer or otherwise dispose of Series 2006 Bonds only pursuant to a Bid or Sell Order placed in an Auction or to or through a Broker -Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker -Dealer or its Agent Member advises the Auction Agent of such transfer. The Dutch Auction Rate for any Auction Period that Series 2006 Bonds are not in book entry form shall be equal to the Maximum Dutch Auction Rate on each Auction Date. Section 2A.03. JReservedl. Section 2A.04. Calculation of All -Hold Rate. The Auction Agent shall calculate the All - Hold Rate on each Auction Date. ARTICLE III REDEMPTION, TENDER AND REMARKETING OF BONDS Section 301. Redemption. (a) Optional Redemption of Bonds. During each Rate Period specified below, the Series 2006 Bonds to which each such Rate Period applies are subject to optional redemption by the City, in whole or in part, as follows: (i) during any Daily Rate Period or Weekly Rate Period, on any Business Day, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date; and (ii) during any Commercial Paper Rate Period for a Series 2006 Bond, on the Interest Payment Date for that Series 2006 Bond, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date; and (iii) during any Dutch Auction Rate Period, on the Interest Payment Date immediately succeeding any Auction Date, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date; and MIAMI/4177359.6 39 (iv) during any Term Rate Period, on any date that occurs on or after the first day of the optional redemption period, and at the redemption prices, expressed as a percentage of the principal amount being redeemed, plus accrued and unpaid interest, if any, to the redemption date, as follows: Length of Term Rate Period More than 15 years More than 10, but not more than 15 years More than 5, but not more than 10 years First Day of Optional Redemption Period Tenth anniversary of commencement of Term Rate Period Eighth anniversary of commencement of Term Rate Period Fifth anniversary of commencement of Term Rate Period Redemption Price 101%, declining to 100% on the succeeding anniversary of the first day of the redemption period and thereafter at 100% 101%, declining to 100% on the succeeding anniversary of the first day of the redemption period and thereafter at 1 00% 100 1/2%, declining to 100% on the succeeding anniversary of the first day of the redemption period and thereafter at 100% Five years or less Non -callable Non -callable If, at the time of the City's notice to the Trustee of a conversion to a Term Rate Period (including a conversion from a Term Rate Period to an immediately successive Term Rate Period of the same duration or a Term Rate Period of a different duration) pursuant to Section 202A(0, the City provides a certification of the Remarketing Agent to the Trustee that the foregoing schedule is not consistent with prevailing market conditions, the foregoing redemption periods and redemption prices may be revised, effective as of the date of such conversion, as determined by the Remarketing Agent in its judgment, taking into account the then prevailing market conditions, as stipulated in such certification and agreed to by the City, which shall be appended by the Trustee to its counterpart of this Series 2006 Indenture. Any such revision of the redemption periods and redemption prices will not be considered an amendment of or a supplement to this Series 2006 Indenture and will not require the consent of any Holder or any other person or entity. (b) Mandatory Sinking Fund Redemption. The Series 2006 Bonds shall be subject to mandatory sinking fund redemption by the City on each December 1 of the years specified below, in the amounts of the Amortization Requirement set forth below at a redemption price of 100% of the principal amount thereof. During such time as the Series 2006 Bonds bear interest at a Dutch Auction Rate, any mandatory sinking fund redemption shall occur on December 1 of the years specified below only to the extent that such dates are Interest Payment Dates; if any of such dates are not Interest Payment Dates, the mandatory sinking fund redemption for the applicable year(s) listed below will occur in each case on the Interest Payment Date immediately preceding December 1 of each such year. M1AMI14177359.6 40 Year Amortization Requirement $ (Maturity) However, the principal amount of the Series 2006 Bonds required to be redeemed on each such sinking fund redemption date shall be reduced by the principal amount of the Series 2006 Bonds specified by City at least 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Trustee for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph (b), and that have not been previously made the basis for a reduction of the principal amount of the Series 2006 Bonds to be redeemed on a sinking fund redemption date. Section 302. Election to Redeem; Notice to Trustee. The election of the City to redeem any Series 2006 Bonds which shall be delivered to the Trustee, with copies to the Liquidity Facility Issuer and the Remarketing Agent. In case of any redemption at the election of the City of less than all of the Series 2006 Bonds the City shall, at least 45 days prior to the redemption date fixed by the City (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such redemption date and of ection to redeem Serves 2006e principal amout of ries Bonds006 4 pononds to be the receipt redeemed. The City may condition any of the proceeds of refunding obligations or any other available funds from other sources, on or before the redemption date. Section 303. Partial Redemption; Selection by Trustee of Bonds to be Redeemed. If fewer than all of the Series 2006 Bonds to which any one of the Rate Periods specified in Section 301(a)(i), (ii), (iii), and (iv) applies are to be redeemed, the City Manager upon written direction to the Trustee shall select from the Series 2006 Bonds to which such Rate Period applies Series 2006 Bonds to be redeemed, or portions thereof in amounts equal to the lowest Authorized Denomination or any integral multiple thereof, by lot in any manner that the City Manager upon written direction to the Trustee may determine; provided that, if such Series 2006 Bonds are in a book entry system, the Trustee shall give notice to the Depository or the nominee of the Depository that is the Holder of such Series 2006 Bond as provided in Section 304, and the selection of the beneficial interests in that Series 2006 Bond to be redeemed shall be at the sole discretion of the Depository and its participants. In the case of a partial redemption of Series 2006 Bonds by lot when Series 2006 Bonds of denominations greater than the lowest Authorized Denomination are then outstanding, each lowest Authorized Denomination of face value of principal thereof shall be treated as though it were a separate Series 2006 Bond of the denomination of the lowest Authorized Denomination. If it is determined that one or more, but not all of the lowest Authorized Denomination of face value represented by a Series 2006 Bond are to be called for redemption, then upon notice of redemption of a unit or units of the lowest Authorized Denomination, the Holder of that Series 2006 Bond shall surrender the Series 2006 Bond to the Trustee (i) for payment of the redemption price of the unit or units of the lowest MIAM1/4177354.6 41 Authorized Denomination called for redemption (including without limitation, the interest accrued to the date fixed for redemption and any premium), and (ii) for issuance, without charge to the Holder thereof, of a new Series 2006 Bond or Series 2006 Bonds, of any Authorized Denomination or Authorized Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date as, the Series 2006 Bond surrendered. Section 304. Notice of Redemption. Notwithstanding anything to the contrary contained in the Master Indenture, with respect to Series 2006 Bonds, notice of redemption shall be given by the Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each Holder of Series 2006 Bonds to be redeemed, at his last address appearing in the Register. In addition, notice of redemption shall be sent by certified or registered mail, return receipt requested, or by overnight delivery service contemporaneously with such mailing to any Holder of $1,000,000 or more in principal amount of Series 2006 Bonds. Notice of redemption also shall be sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service, to any securities depository registered as such pursuant to the Securities Exchange Act of 1934, as amended, that is a Holder of Series 2006 Bonds to be redeemed. An additional notice of redemption shall be mailed not less than 60 nor more than 90 days after the redemption date, by the same means as the first such notice, to any Holder of Series 2006 Bonds selected for redemption that has not surrendered the Series 2006 Bonds called for redemption, at his last address appearing in the Register. So long as all Series 2006 Bonds are held under a book entry system by the Depository, notices of redemption shall be sent by the Trustee only to the Depository or its nominee. Selection of book entry interests in the Series 2006 Bonds called, and notice of the call to the owners of those interests called, is the responsibility of the Depository (or any successor securities depository) pursuant to its rules and procedures, and of its participants and indirect participants. Any failure of the Depository (or any successor securities depository) to advise any participant, or of any participant or any indirect participant to notify the owner of a book entry interest, of any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any Series 2006 Bonds. All notices of redemption shall state: (1) the date of redemption and of general mailing of such notices, (2) the redemption price, (3) the identification, including complete official name and series designation and issue date, of the Series 2006 Bonds and the CUSIP number, certificate number (and in the case of partial redemption, the respective principal amounts), and interest rates of the Series 2006 Bonds to be redeemed, (4) if applicable (in the case of optional redemption only), that such redemption is conditioned upon proceeds of r amount sufficient to pays or notes being he gedempt on deposited with the Trustee or with a paying agent price of all the Series 2006 Bonds that are to be redeemed on such date, MIAMI/4177359.6 42 (5) except as provided in (4), that on the redemption date the redemption price will become due and payable upon such Series 2006 Bonds, and that interest thereon shall cease to accrue from and after said date, and (6) the name and address of the Trustee and any paying agent for the Series 2006 Bonds, including the place where such Series 2006 Bonds are to be surrendered for payment of the redemption price and an applicable telephone number. If any Series 2006 Bonds in a Dutch Auction Rate Period are to be redeemed and those Series 2006 Bonds are held by the Depository, the Trustee shall include in the notice of the call for redemption delivered to the Depository (i) under an item entitled "Publication Date for Securities Depository Purposes" the Interest Payment Date prior to the redemption date and (ii) an instruction to Depository to (x) determine on such publication date after the auction held on the immediately preceding Auction Date has settled, the DTC Participants whose Depository positions will be redeemed and the principal amount of such Series 2006 Bonds to be redeemed from each such position (the "Securities Depository Redemption Information"), notify the Auction Agent immediately after the such determination of the positions of the Depository participants in such Series 2006 Bonds immediately prior to such Auction settlement, the positions of the Depository participants in such Series 2006 Bonds immediately following such Auction settlement, and the Securities Depository Redemption Information. Notice of redemption of Series 2006 Bonds to be redeemed shall be given by the Trustee in the name of the City and at the expense of the City. Section 305. Deposit of Redemption Price. Prior to any redemption date, the City shall deposit with the Trustee or with a paying agent an amount of money sufficient to pay the redemption price of all the Series 2006 Bonds which are to be redeemed on such date. Section 306. Bonds Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the deposit having been made, if redemption is conditioned on such deposit, the Series 2006 Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall fail to pay the redemption price) such Series 2006 Bonds shall cease to bear interest. Upon surrender of any such Series 2006 Bond for redemption in accordance with said notice, such Series 2006 Bond shall be paid by the City at the redemption price. Installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Series 2006 Bonds registered as such on the relevant Record Dates according to their terms. If any Series 2006 Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at the rate borne by the Series 2006 Bond. All money deposited in the Current Debt Service Fund and held by the Trustee or the Paying Agent for the redemption of particular Series 2006 Bonds shall be held in trust for the account of the Holders thereof and shall be paid to them, respectively, upon presentation and surrender of those Series 2006 Bonds. MIAMI/4177359.6 43 Section 307. Bonds Redeemed in Part. Any Series 2006 Bond which is to be redeemed only in part shall be surrendered at the Place of Payment and the City shall execute and the Trustee shall authenticate and deliver to the Holder of such Series 2006 Bond without service charge, a new Series 2006 Bond or Series 2006 Bonds of the same interest rate and maturity and of any Authorized Denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 2006 Bond so surrendered. Non -presentment may be waived for partially redeemed bonds held by the Depository as described in the Representation Letter. Section 308. Redemption of Bank Bonds. Any Series 2006 Bonds that are Bank Bonds shall also be subject to redemption at the times, in the amounts and in the manner provided in the Liquidity Facility Agreement. Notwithstanding anything set forth herein to the contrary, if fewer than all of the Series 2006 Bonds are to be optionally redeemed, Bank Bonds shall be redeemed prior to any other Series 2006 Bond. Section 309. Optional Tenders During Rate Periods. (a) Purchase Prices and Purchase Dates. The Holders of Series 2006 Bonds (except Bank Bonds and Series 2006 Bonds owned by or on behalf of the City) bearing interest for a Daily or Weekly Rate Period may elect to have their Series 2006 Bonds (or portions thereof, so long as each such portion and any remaining portion thereof are in Authorized Denominations) purchased at a Purchase Price equal to 100% of the principal amount thereof, plus (in the event that the Purchase Date is not an Interest Payment Date) any accrued interest to the Purchase Date and, in the circumstances set forth below and upon the following telephonic, Electronic or written notices meeting the further requirements of subsection (b) below; provided, however, that so long as the Series 2006 Bonds are held by a Depository, the procedures established by the Depository generally for tenders of variable rate municipal bonds shall apply for purposes of Sections 309, 310, and 311 with respect to notice of tenders, delivery of bonds, payment of Purchase Price and related matters. (i) Series 2006 Bonds bearing interest at a Daily Rate may be tendered for purchase at a price payable in immediately available funds on any Business Day, upon telephonic or Electronic notice of tender given not later than 10:00 a.m. on the Purchase Date to the Paying Agent; any telephonic notice may be promptly confirmed by the Holder to the Paying Agent in writing. (ii) Series 2006 Bonds bearing interest at a Weekly Rate may be tendered for purchase at a price payable in immediately available funds on any Business Day, upon delivery of a written or Electronic notice of tender to the Paying Agent not later than 5:00 p.m. on a Business Day not fewer than seven days prior to the Purchase Date. (b) Notice of Tender. Each notice of tender: (i) in the case of a written notice, shall be delivered to the Paying Agent at its designated office, and be in form satisfactory to the Paying Agent; (ii) shall state, whether delivered in writing, Electronically or by telephone (promptly confirmed in writing), (A) the principal amount of the Series 2006 Bond or MIAMI/4177359.6 44 Series 2006 Bonds to which the notice relates, (B) that the Holder irrevocably demands purchase of such Series 2006 Bond or Series 2006 Bonds or a specified portion thereof in an amount equal to an Authorized Denomination, (C) the date on which such Series 2006 Bond or portion thereof is to be purchased, and (D) payment instructions with respect to the Purchase Price; and (iii) shall automatically constitute, whether delivered in writing, Electronically or by telephone, (A) an irrevocable offer binding upon the Holder and any subsequent Holders to sell the Series 2006 Bond or portion thereof to which the notice relates on the Purchase Date to any purchaser selected by the Remarketing Agent, at a Purchase Price specified in Section 309(a), (B) an irrevocable authorization and instruction to the Registrar to effect the transfer of such Series 2006 Bond or portion thereof upon payment of such Purchase Price to the Paying Agent on the Purchase Date, (C) an irrevocable authorization and instruction to the Registrar to effect the exchange of the Series 2006 Bond to be purchased in whole or in part for other Series 2006 Bonds in an equal aggregate principal amount so as to facilitate the sale of such Series 2006 Bond or portion thereof to be purchased, and (D) an acknowledgment that such Holder will have no further rights with respect to such Series 2006 Bond or portion thereof upon payment of the Purchase Price thereof to the Paying Agent on the Purchase Date, except for the right of such Holder to receive such Purchase Price and, if the Purchase Date coincides with an Interest Payment Date and if such Holder was the Holder of that Series 2006 Bond on the Record Date pertaining to that Interest Payment Date, such rights as the Holder may have with respect to interest accrued to and unpaid on such Interest Payment Date, upon surrender of such Series 2006 Bond to the Paying Agent, and that after the Purchase Date such Holder will hold any undelivered certificate as agent for the Paying Agent. The determination of the Paying Agent as to whether a notice of tender has been properly delivered pursuant to the foregoing shall be conclusive and binding upon the Holder. The Paying Agent may, with the approval of the City waive nonconforming tenders. (c) Notice to City and Remarketing Agent of Series 2006 Bonds to be Remarketed. Not later than 11:00 a.m. on the Business Day immediately following the date of receipt of any notice of tender, in the case of Series 2006 Bonds bearing interest at a Weekly Rate, or immediately upon such receipt, in the case of Series 2006 Bonds bearing interest at a Daily Rate, the Paying Agent shall notify, by telephone promptly confirmed in writing or by Electronic notice, the City, the Trustee, the Liquidity Facility Issuer, and the Remarketing Agent of the principal amount of Series 2006 Bonds (or portions thereof) to be purchased and the date of purchase. Section 310. Mandatory Tenders for Purchase. (a) Commercial Paper Rate Periods. Each Series 2006 Bond bearing interest at a Commercial Paper Rate shall be subject to mandatory tender for purchase, on the Interest Payment Date applicable to .such Series 2006 Bond, at a Purchase Price equal to 100% of the principal amount thereof plus any interest accrued to the Purchase Date. MIAM114177359,6 45 (b) Conversion to Certain Rate Periods. On any Conversion Date pursuant to Section 202A(g), the Series 2006 Bonds to which such Conversion Date applies shall be subject to mandatory tender for purchase on such Conversion Date at a Purchase Price equal to 100% of the principal amount thereof (or, in the case of Series 2006 Bonds bearing interest at a Term Rate that are tendered on a day on which those Series 2006 Bonds are subject to optional redemption at a redemption price of more than 100% of the principal amount redeemed, at a Purchase Price equal to that redemption price) plus (in the event that the Purchase Date is not an Interest Payment Date) any interest accrued to the Purchase Date. (c) Mandatory Tenders Relating to Liquidity Facility. Each Series 2006 Bond (other than Bank Bonds and Series 2006 Bonds owned by or on behalf of the City) is subject to mandatory tender for purchase: (i) on the last Interest Payment Date prior to the Expiration Date, (ii) on the Business Day preceding the effective date of any Alternate Liquidity Facility if the delivery and effectiveness of that Alternate Liquidity Facility will result in the reduction or withdrawal of the then current rating on the Series 2006 Bonds by any Rating Service, (iii) (A) on the Business Day following receipt by the Trustee from the Liquidity Facility Issuer of written notice from the Liquidity Facility Issuer to the effect that a Termination Event (as defined in the Liquidity Facility Agreement) has occurred under the Liquidity Facility Agreement and as a consequence thereof, the Liquidity Facility has terminated automatically, and (B) on the fifth Business Day preceding the date on which the Liquidity Facility then in effect will terminate following receipt by the Trustee from the Liquidity Facility Issuer of written notice from the Liquidity Facility Issuer to the effect that an event of default which is not a Termination Event has occurred under the Liquidity Facility Agreement and, as a consequence thereof, the Liquidity Facility Issuer will terminate the Liquidity Facility, unless the City has elected to discontinue maintenance of a Liquidity Facility and has met the requirements for such election under Section 4A.01(a) or the City has delivered to the Trustee an Alternate Liquidity Facility that (A) based on written evidence from any Rating Service then rating the Series 2006 Bonds, will not result in (x) a withdrawal of its rating on the Series 2006 Bonds or (y) a reduction of its rating on the Series 2006 Bonds and (B) complies in all other respects with the requirements for an Alternate Liquidity Facility set forth in Section 4A.01, and (iv) on the date on which the Liquidity Facility then in effect will terminate following the City's voluntary termination of the Liquidity Facility unless the City has elected to discontinue maintenance of a Liquidity Facility and has met the requirements for such election under Section 4A.01(a) or the City has delivered to the Trustee an Alternate Liquidity Facility that (A) based on written evidence from any Rating Service then rating the Series 2006 Bonds, will not result in (x) a withdrawal of its rating on the Series 2006 Bonds or (y) a reduction of its rating on the Series 2006 Bonds and (B) complies in all other respects with the requirements for an Alternate Liquidity Facility set forth in Section 4A.01. MIAMI/4177359.6 46 In the case of (i), (ii), (iii) or (iv) above, the existing Liquidity Facility will be drawn upon to pay the Purchase Price, if necessary, rather than the Alternate Liquidity Facility, unless in the case of (iii)(A) above the existing Liquidity Facility cannot be drawn upon with respect to payment of the Purchase Price. (d) Notice of Mandatory Tenders. No notice of a mandatory tender for purchase under Section 310(a) shall be required to be given to the Holder of such Series 2006 Bond. Notice of a mandatory tender for purchase under Section 310(b) shall be given to each Holder of a Series 2006 Bond subject to such mandatory tender for purchase as provided in Section 202A(g)(iii). With respect to a mandatory tender pursuant to Section 310(c)(i), the Trustee shall, not later than 20 days prior to the last Interest Payment Date prior to the Expiration Date, give notice to each affected Holder that such Holder's Series 2006 Bonds are subject to mandatory tender for purchase on such Interest Payment Date. With respect to a mandatory tender pursuant to Section 310(c)(ii), the Trustee shall, not later than 20 days prior to the Business Day preceding the effective date of any Alternate Liquidity Facility that will result in the reduction or withdrawal of the then current rating on the Series 2006 Bonds by any Rating Service, give notice to each affected Holder that such Holder's Series 2006 Bonds are subject to mandatory tender for purchase on the Business Day preceding such effective date. With respect to a mandatory tender pursuant to Section 3 10(c)(iii)(A), the Trustee shall, immediately upon receipt of written notice from the Liquidity Facility Issuer to the effect that a Termination Event has occurred under the Liquidity Facility Agreement and, as a consequence thereof, the Liquidity Facility has terminated automatically, give written, telephonic (promptly confirmed in writing), facsimile, Electronic, or telegraphic notice to each affected Holder that such Holder's Series 2006 Bonds are subject to mandatory tender for purchase on the Business Day following the day on which such notice was received by the Trustee. With respect to a mandatory tender pursuant to Section 3 10(c)(iii)(B), the Trustee shall immediately upon receipt of written notice from the Liquidity Facility Issuer to the effect that an event of default which is not a Termination Event has occurred under the Liquidity Facility Agreement and the Liquidity Facility Issuer is terminating the Liquidity Facility give written, telephonic (promptly confirmed in writing), facsimile, Electronic, or telegraphic notice to each affected Holder that such Holder's Series 2006 Bonds are subject to mandatory tender for purchase on the fifth Business Day preceding the termination date of the Liquidity Facility. With respect to a mandatory tender pursuant to Section 310(c)(iv), the Trustee shall not later than 15 days prior to the date on which the Liquidity Facility will be terminated by the City (following receipt of notice of such termination by the City or the Liquidity Facility Issuer), give notice to each affected Holder that such Holder's Series 2006 Bonds are subject to mandatory tender for purchase on the termination date of the Liquidity Facility. In each case, such notice to Holders of such Series 2006 Bonds shall contain the same type of information and shall be given in the same manner as set forth in Section 202A(g)(iii). The failure by the Trustee to give any such notice of mandatory tender for purchase, or any defect therein, shall not in any way change the rights of the Holders to have their Series 2006 Bonds purchased on any such mandatory tender date or extend the period during which Series 2006 Bonds may be mandatorily tendered for purchase. Any mandatory tender notice mailed as provided for herein shall be conclusively presumed to have been given, whether or not the Holder receives such notice. MIAMI/4177359.6 47 (e) Purchase Price. Series 2006 Bonds optionally or mandatorily tendered for purchase shall be purchased at the price of 100% of the principal amount thereof plus any interest accrued to the Purchase Date. Section 311. Remarketing and Purchase of Tendered Bonds. (a) Remarketing of Tendered Bonds. Unless otherwise instructed by the City, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Series 2006 Bonds or portions thereof for which notice of tender has been received pursuant to Section 309(c) or which are subject to mandatory tender for purchase pursuant to Section 310 and will use its best efforts to remarket any such Series 2006 Bonds as soon as possible but no later than 30 days after the date of their purchase. Any such Series 2006 Bonds shall be offered at the best available price plus interest accrued, if any, to the Purchase Date; provided, however, that such Series 2006 Bonds shall not be remarketed at a premium and shall be remarketed at a discount only with the prior written consent of the City and the payment by the City pursuant to subsection (b)(ii) of this Section 311 and to Section 312(b)(ii). Any Series 2006 Bonds remarketed pursuant to this Section 311 shall be offered pursuant to terms that provide for the payment of the Purchase Price for tendered Series 2006 Bonds by the Remarketing Agent to the Paying Agent in immediately available funds at or before 10:30 a.m. on the Purchase Date. All such remarketing proceeds shall be deposited directly into the Remarketing Proceeds Account of the Series 2006 Bond Purchase Fund in accordance with this Section 311. Notwithstanding the foregoing, the Remarketing Agent shall not sell any Series 2006 Bond as to which a notice has been given by the Trustee of either (i) the conversion from one type of Rate Period to another Rate Period or any other event triggering a mandatory tender for purchase or (ii) the redemption thereof, unless the Remarketing Agent has advised the Person to whom the sale is made of such proposed conversion, event, or redemption. Any purchaser so advised must deliver a notice to the Paying Agent stating that such purchaser will purchase such Series 2006 Bonds on the related tender date. Series 2006 Bonds tendered for purchase shall in no event be remarketed to the City. (b) Purchase of Tendered Bonds. (i) Notice of Remarketed Bond. At or before 12:00 p.m. on the Purchase Date in the case of tendered Series 2006 Bonds bearing interest at a Variable Rate, or 3:00 p.m. on the Business Day immediately preceding the Purchase Date in the case of tendered Series 2006 Bonds bearing interest at a Term Rate, the Remarketing Agent shall notify the Trustee, the Paying Agent, the Liquidity Facility Issuer and the City by telephone or Electronically of the principal amount of tendered Series 2006 Bonds that were remarketed and of the principal amount of tendered Series 2006 Bonds as to which the Remarketing Agent has not found a purchaser. Promptly upon receiving such information, but in any event no later than 12:30 p.m. on the date fixed for purchase, the Remarketing Agent shall give notice to the Trustee and Paying Agent by telephone (promptly confirmed in writing) or Electronically of the names, addresses and taxpayer identification numbers of the purchasers, the denominations of Series 2006 Bonds to be delivered to each purchaser and, if available, payment instructions for regularly scheduled interest payments, or of any changes in any of the foregoing. Purchasers of Series 2006 Bonds that have been remarketed shall be required to deliver the Purchase MIAMI/4177359.6 48 Price thereof directly to the Remarketing Agent not later than 10:00 a.m., on each Purchase Date (whether optional or mandatory). By 10:30 a.m., on each Purchase Date (whether optional or mandatory), the Remarketing Agent shall notify the Trustee, the Paying Agent, the City and the Liquidity Facility Issuer of any Series 2006 Bonds that have been remarketed for which payment has not been received. (ii) Sources of Payment. The Remarketing Agent shall cause to be paid to the Paying Agent on the date fixed for the purchase of Tendered Bonds, all amounts representing proceeds of the remarketing of the total amount of Series 2006 Bonds tendered for purchase, such payments to be made in the manner and at the time specified in subsection 311(a). If Series 2006 Bonds are remarketed at a discount, the City shall pay to the Trustee an amount equal to such discount on or before 9:00 a.m. If all such amounts are not sufficient to pay the Purchase Price of such tendered Series 2006 Bonds when due, the Trustee shall, by 12:30 p.m., upon receipt of the notices described in subsection (b)(i) (or if such notice is not timely received, upon taking into account the money on deposit in the various accounts of the Bond Purchase Fund pursuant to Section 312), direct the Liquidity Facility Issuer to make payment to the Trustee in accordance with the terms of the Liquidity Facility Agreement and to the extent necessary after taking into account money in its possession pursuant to Section 312, of an amount to pay the Purchase Price of (i) any tendered Series 2006 Bonds not remarketed and (ii) any tendered Series 2006 Bonds remarketed and for which payment has not been received; the Liquidity Facility Issuer shall cause funds so demanded to be wired to the Trustee, not later than 2:00 p.m., on the Purchase Date. If no Liquidity Facility is in effect with respect to the Series 2006 Bonds, the Trustee shall, by 12:30 p.m., upon receipt of the notices described in subsection (b)(i), direct the City to make payment to the Trustee to the extent necessary after taking into account money in its possession pursuant to Section 312, of an amount to pay the Purchase Price of (i) any tendered Series 2006 Bonds not remarketed and (ii) any tendered Series 2006 Bonds remarketed and for which payment has not been received; and the City shall cause funds so demanded to be wired to the Trustee, not later than 2:00 p.m., on the Purchase Date. No payment shall be made under the Liquidity Facility Agreement for the payment of Purchase Price with respect to Bank Bonds or Series 2006 Bonds owned by the City. Any amounts received by the Trustee from the Liquidity Facility Issuer and not used to pay the Purchase Price of Tendered Bonds shall be immediately returned to the Liquidity Facility Issuer, but in no event later than 4:00 p.m. on the same day on which such funds were advanced. (iii) Payments by the Trustee. At or before 1:30 p.m. on the date set for purchase of Tendered Bonds and upon receipt by the Trustee of 100% of the aggregate Purchase Price of the Tendered Bonds, the Trustee shall pay the Purchase Price of such Series 2006 Bonds to the Holders thereof, upon presentation thereof at its designated office or by wire transfer to any Depository. Such payments shall be made in immediately available funds and shall be made from the sources, and in the priority, set forth in Section 312(c). M1AMI/4177359,6 49 (iv) Registration and Delivery of Tendered or Purchased Bond. On the date of purchase, the Registrar shall register and deliver (or hold) the Series 2006 Bonds remarketed on such Purchase Date as follows: (A) Series 2006 Bonds purchased or remarketed by the Remarketing Agent shall be registered and made available to the Remarketing Agent on or before 3:00 p.m. on the Purchase Date in accordance with the instructions of the Remarketing Agent; (B) Series 2006 Bonds purchased with amounts provided pursuant to the Liquidity Facility Agreement shall be registered in such name, held and delivered as directed by the Liquidity Facility Issuer. (v) Resale of Bonds Purchased by the Liquidity Facility Issuer. If any Series 2006 Bonds are registered to the Liquidity Facility Issuer or its designee pursuant to Section 311(b)(iv), the Remarketing Agent shall offer for sale and use its best efforts to sell such Series 2006 Bonds as provided in Section 311(a), unless the Liquidity Facility Issuer shall have otherwise instructed the Remarketing Agent in writing. Such Series 2006 Bonds shall be released only upon written notice to the Trustee from the Liquidity Facility Issuer that the Liquidity Facility has been reinstated. The proceeds received from the remarketing of any Series 2006 Bonds registered to the Liquidity Facility Issuer or its designee shall be paid by wire transfer and in immediately available funds on the Purchase Date, through the Depository for so long as the Series 2006 Bonds are held in a book entry system, to the Liquidity Facility Issuer or its designee. (vi) Delivery of Series 2006 Bonds; Effect of Failure to Surrender Series 2006 Bond. All Series 2006 Bonds to be purchased on any date must be delivered to the designated office of the Paying Agent at or before (A) 12:00 noon on the Purchase Date in the case of Series 2006 Bonds accruing interest at a Weekly Rate; (B) 1:00 p.m. on the Purchase Date in the case of Series 2006 Bonds bearing interest at a Daily or Commercial Paper Rate; or (C) 2:00 p.m. on the Purchase Date in the case of Series 2006 Bonds bearing interest at a Term Rate. If the Holder of any Series 2006 Bond (or portion thereof) that is subject to purchase pursuant to this Section 311 fails to timely deliver such Series 2006 Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the Purchase Price therefor, such Series 2006 Bond shall be purchased on the day fixed for purchase thereof and ownership of such Series 2006 Bond (or portion thereof) shall be transferred to the purchaser thereof as provided in Section 311(b)(iv). If on the Purchase Date the Trustee is in receipt of the Purchase Price for all Series 2006 Bonds to be purchased on that Purchase Date, the Holder of any such Series 2006 Bond shall have no further rights thereunder except the right to receive the Purchase Price thereof and, if the Purchase Date coincides with an Interest Payment Date and if such Holder was the Holder of such Series 2006 Bond on the Record Date pertaining to that Interest Payment Date, such rights as the Holder may have to interest accrued to and unpaid on such Interest Payment Date, upon presentation and surrender of such Series 2006 Bond to the Trustee, and such Series 2006 Bond shall no longer be outstanding under and entitled to the benefits of this Series 2006 Indenture. The Trustee, as to any tendered Series 2006 Bonds that have not been delivered to it, shall promptly notify the MIAMI/4177359.6 50 Remarketing Agent and the Registrar of such nondelivery and the Registrar shall place a stop transfer against an appropriate amount of Series 2006 Bonds registered in the name of such Holder or Holders on the Register. The Registrar shall place such stop or stops, commencing with the lowest serial number Registered in the name of such Holder or Holders, until stop transfers have been placed against an appropriate amount of Series 2006 Bonds, which stop transfers shall not be removed until the appropriate Tendered Bonds are delivered to the Trustee. Upon such delivery, the Trustee shall notify the Registrar of such delivery, and the Registrar shall make any necessary adjustments to the Register. (c) Limitations on Purchase and Remarketing. Anything in this Series 2006 Indenture to the contrary notwithstanding, there shall be no purchase or remarketing of Series 2006 Bonds pursuant to this Section 311 if an Event of Default under Section 7.01(i) and (ii) of the Master Indenture has occurred and is continuing. In the event Series 2006 Bonds are required to be tendered for purchase on the last Interest Payment Date prior to the Expiration Date as described in Section 310(c)(i), such Series 2006 Bonds shall not be remarketed unless and until the term of the then existing Liquidity Facility has been extended or renewed or an effective Alternate Liquidity Facility has been delivered to the Trustee or the City has elected to discontinue the provision of a Liquidity Facility and has met the requirements for such election pursuant to Section 4A.01(a). In the event that Series 2006 Bonds are required to be tendered for purchase in the event that the Trustee has received written notice from the Liquidity Facility Issuer to the effect that an event of default has occurred under the Liquidity Facility and the Liquidity Facility Issuer is terminating the Liquidity Facility as described in Section 310(c)(iii), such Series 2006 Bonds shall not be remarketed unless and until an effective Alternate Liquidity Facility has been delivered to the Trustee or until the City has elected to discontinue the provision of a Liquidity Facility in accordance with Section 4A.01. Unless the City has elected to discontinue the provision of a Liquidity Facility in accordance with Section 4A.01, Series 2006 Bonds shall not be remarketed unless the Liquidity Facility Issuer has reinstated, or will simultaneously reinstate, the amount available to be borrowed under the Liquidity Facility to an amount sufficient to pay the Purchase Price for such Series 2006 Bonds. Any Tendered Bond from the date notice of redemption is given through the date for such redemption or from the date of notice of mandatory purchase of such Series 2006 Bond through the date for such mandatory purchase shall not be remarketed except to a buyer who agrees at the time of such purchase to deliver such Series 2006 Bond for redemption or purchase pursuant to this Series 2006 Indenture on the redemption or Purchase Date. Section 312. Bond Purchase Fund: Purchase of Bonds Delivered to Paying Agent. (a) The Bond Purchase Fund and the money therein shall be used to pay the Purchase Price of Series 2006 Bonds purchased pursuant to this Article III and delivered as specified in Section 311(b)(vi) and to make other payments pursuant to this Series 2006 Indenture. There are hereby established with the Trustee within the Bond Purchase Fund four separate and segregated accounts, to be designated "Remarketing Proceeds Account," "City Proceeds Account," "Liquidity Facility Proceeds Account" and "Bank Bonds Account." The Trustee may establish such subaccounts within the Remarketing Proceeds Account as it may deem appropriate or necessary to carry out the provisions of this Series 2006 Indenture. The Bond Purchase Fund and the accounts and subaccounts therein shall be maintained as separate and segregated MIAMI/4177359.6 51 accounts and any money held therein shall not be commingled with money in any other such account or subaccount or with any other funds of the Trustee, shall be held on and after any Purchase Date solely for the benefit of the owners of Series 2006 Bonds purchased on such Purchase Date pursuant to this Article III, shall not secure any other Series 2006 Bonds or be available for any purpose except as described in this paragraph and shall not be invested. The City shall not have any interest in the Remarketing Proceeds Account of the Bond Purchase Fund. (b) There shall be deposited into the accounts of the Series 2006 Bond Purchase Fund from time to time the following: (i) into the Remarketing Proceeds Account, only such money representing proceeds from the resale by the Remarketing Agent of Series 2006 Bonds pursuant to this Article III, to Persons other than the City delivered by the Remarketing Agent to the Trustee and deposited directly therein; (ii) (A) into the Liquidity Facility Proceeds Account, money obtained by the Trustee as a result of payment under the Liquidity Facility then in effect to be applied to pay the Purchase Price of Series 2006 Bonds; or (B) if no Liquidity Facility is then in effect with respect to the Series 2006 Bonds or if the Liquidity Facility Issuer does not timely pay, into the City Proceeds Account, money furnished by the City to pay the Purchase Price of the Series 2006 Bonds; and (iii) into the Bank Bonds Account, money representing payment by the City of the Provider Rate as defined in the Master Indenture and pursuant to the Liquidity Facility Agreement the Differential Interest Amount, which shall be held solely for the benefit of the Liquidity Facility Issuer. (c) On each date that some or all of the Series 2006 Bonds are to be purchased pursuant to this Article III, such Series 2006 Bonds shall be purchased, but only from the funds listed below, from the owners thereof. Funds for the payment of such Purchase Price shall be derived from the following sources in the order of priority indicated: (i) money held in the Remarketing Proceeds Account relating to those Series 2006 Bonds; (ii) money held in the Liquidity Facility Proceeds Account relating to those Series 2006 Bonds; and (iii) money held in the City Proceeds Account relating to those Series 2006 Bonds and furnished by the City pursuant to Section 312(b)(ii)(B) above. Anything herein to the contrary notwithstanding, neither the Trustee nor any Paying Agent is obligated to use its own funds to purchase any Series 2006 Bonds hereunder. MIAMI/4177359.6 52 To the extent amounts are due and owing to the Liquidity Facility Issuer under the Liquidity Facility Agreement, the proceeds of the remarketing of Bank Bonds shall be deposited into the Bank Bonds Account and held by the Trustee for the account of, and solely for, the Liquidity Facility Issuer, shall not be commingled with any other money held by the Trustee, as appropriate, and shall be paid over immediately to the Liquidity Facility Issuer. On each Interest Payment Date prior to the release of Bank Bonds held by the Trustee or the Liquidity Facility Issuer or its designee, the Trustee shall apply money on deposit in the Debt Service Fund to the payment of the principal of and interest on such Bank Bonds through direct transfer thereof to the Liquidity Facility Issuer or its designee as provided in the Liquidity Facility Agreement. Under no circumstances shall the Trustee request funds under the Liquidity Facility for purposes of making any payment with respect to Bank Bonds or Series 2006 Bonds owned by or on behalf of the City. Section 313. Inadequate Funds for Tenders. If sufficient funds have not been irrevocably deposited with the Trustee for purchases of Series 2006 Bonds pursuant to this Article III for the purchase of all Series 2006 Bonds tendered on any Purchase Date or if any condition precedent to a conversion of such Series 2006 Bonds is not met, the Trustee shall: (a) return all Tendered Bonds to the Holders thereof; (b) return all money received for the purchase of such Series 2006 Bonds to the Persons providing such money; and (c) notify the City, and the Remarketing Agent of the return of such Series 2006 Bonds and money and the failure to make payment for Tendered Bonds. Section 314. Remarketing Agent. Morgan Stanley & Co. Incorporated is hereby appointed as the initial Remarketing Agent for the Series 2006 Bonds under this Series 2006 Indenture. Such firm (or any successors thereto) shall be referred to herein as the "Remarketing Agent" with respect to the Series 2006 Bonds. The Remarketing Agent shall designate its principal office to the Trustee and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the City and the Trustee (which written instrument may be in the form of a remarketing agreement between the City and the Remarketing Agent) under which the Remarketing Agent will agree to: (a) determine the Applicable Variable Rates and the Commercial Paper Rate and Term Rate Periods and give notice to the Trustee and the City of such Applicable Variable Rates and such Rate Periods in accordance with Article II; (b) keep such books and records with respect to its duties as Remarketing Agent as are consistent with prudent industry practice and to make such books and records available for inspection by the City and the Trustee at all reasonable times; (c) use its best efforts to remarket Series 2006 Bonds in accordance with this Series 2006 Indenture and perform all other duties assigned to it hereunder; (d) hold all Series 2006 Bonds delivered to it hereunder in trust for the benefit of the respective Holders that have delivered such Series 2006 Bonds until money representing the MIAM U4177359.6 53 Purchase Price of such Series 2006 Bonds has been delivered to or for the account of or to the order of such Holders; and (e) hold all money delivered to it hereunder for the purchase of Series 2006 Bonds in trust for the benefit of the person or entity that has so delivered such money until the Series 2006 Bonds purchased with such money have been delivered to or for the account of such person or entity. Section 315. Qualification of Remarketing Agent. The Remarketing Agent must have a capitalization of at least $50,000,000 and be authorized by law to perform all of the duties imposed upon it by this Series 2006 Indenture. If at any time the Remarketing Agent is unable or unwilling to act as a Remarketing Agent, the Remarketing Agent may resign upon the earlier to occur of (i) the 3 0th day following receipt by the City, the Trustee and the Paying Agent of written notice of resignation and (ii) the day of appointment by the City of a successor Remarketing Agent pursuant hereto and acceptance of such appointment by such successor Remarketing Agent. The Remarketing Agent may be removed at any time by the City upon 30 days' written notice signed by the City, with the consent of the Liquidity Facility Issuer, and delivered to the Remarketing Agent, the Liquidity Facility Issuer, the Trustee and the Paying Agent. In the event of the resignation or removal of the Remarketing Agent, the City may, with the consent of the Liquidity Facility Issuer (if any), appoint a successor Remarketing Agent provided that the proposed Remarketing Agent meets the requirements of this Section 315, and, if the Series 2006 Bonds are rated by Moody's or Standard & Poor's, such successor Remarketing Agent shall either be rated at least Baa3 or P-3 by Moody's or BBB or A3 by Standard & Poor's, as applicable, or be otherwise acceptable to Moody's or Standard & Poor's, as applicable. That appointment shall take effect upon the successor Remarketing Agent signifying its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the City, the Paying Agent and the Trustee (which written instrument may be in the form of a remarketing agreement between the City and that successor Remarketing Agent) under which the successor Remarketing Agent agrees to the duties and obligations set forth in Section 314. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any money and Series 2006 Bonds held by it in such capacity to its successor or, if there is no successor, to the Trustee. Notwithstanding anything to the contrary in this Section, any removal of the Remarketing Agent by the City shall not take effect prior to the date that a successor Remarketing Agent has been appointed by the City. The City agrees to maintain a Remarketing Agent with respect to the Series 2006 Bonds at all times while the Series 2006 Bonds bear interest at a Variable Rate other than a Dutch Auction Rate or a Term Rate. Section 316. Appointment and Qualifications of Auction Agent; Resignation; Removal, On or before the effective date of a Conversion to a Dutch Auction Rate Period, or upon the resignation or removal of the Auction Agent, an Auction Agent shall be appointed by the City. The Auction Agent shall evidence its acceptance of such appointment by entering into an MIA.MI/4177359.6 54 Auction Agent Agreement with the City. The Auction Agent shall be (a) a bank or trust company duly organized under the laws of the United States of America or any state or territory thereof and having a combined capital stock, surplus and undivided profits of at least $15,000,000 or (b) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $15,000,000 and, in either case, authorized by law to perform all the duties imposed upon it under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Series 2006 Indenture by giving notice as provided in the Auction Agent Agreement to the Trustee, the City and the Broker -Dealer. The Auction Agent may be removed at any time by the City upon at least 30 days' notice; provided that the City shall have entered into an agreement in substantially the form ofthe then current Auction Agent Agreement with a successor Auction Agent. Section 317. Broker -Dealer. On or before the effective date of a Conversion to an Auction Period, or upon the resignation or removal of the Broker -Dealer, a Broker -Dealer shall be appointed by the City. Any such Broker -Dealer shall signify its acceptance of the duties and obligations imposed on it hereunder as Broker -Dealer by the signing of the Broker -Dealer Agreement. The Broker -Dealer may at any time resign and be discharged of the duties and obligations created by this Series 2006 Indenture by giving notice as provided in the Broker - Dealer Agreement to the Trustee, the Auction Agent and the City. The Broker -Dealer may be removed at any time by the City upon at least 30 days' notice; provided that the City shall have entered into an agreement in substantially the form of the then current Broker -Dealer Agreement with a successor Broker -Dealer. During an Auction Period, all references in this Series 2006 Indenture to the Remarketing Agent shall, to the extent not inconsistent with the rights, duties and obligations of the Broker -Dealer per se, be deemed to refer to the Broker -Dealer. Section 318. Several Capacities. Anything herein to the contrary notwithstanding, the same entity may serve hereunder as the Trustee, the Paying Agent, the Registrar, the Auction Agent, the Remarketing Agent and the Broker -Dealer, and in any combination of such capacities to the extent permitted by law. Any such entity may in good faith buy, sell, own, hold and deal in any of the Series 2006 Bonds and may join in any action that any Bondholders may be entitled to take with like effect as if such entity were not appointed to act in such capacity under this Series 2006 Indenture. ARTICLE IV SPECIAL FUNDS AND INVESTMENTS Section 401. Establishment of Funds. The City hereby establishes with the Trustee, the Proceeds Fund and the Bond Purchase Fund, as described in Section 312. The Trustee may establish within any fund or account separate accounts or subaccounts as the Trustee may deem necessary or desirable. Section 402. Proceeds Fund. There is hereby created by the City pursuant to the Master Indenture and established with the Trustee the fund of the City designated its "The City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue Bonds, 2006 Proceeds Fund" (herein referred to as the "2006 Proceeds Fund"). The money deposited in the 2006 Proceeds Fund, together with all investments thereof and investment income therefrom, shall be MIAMI/4177359,6 55 held in trust and applied solely as provided in this Section. Within the 2006 Proceeds Fund there is hereby created and established with the Trustee two separate accounts to be designated "The City of Miami 2006 Escrow Account" (the "Escrow Account") and "The City of Miami 2006 Cost of Issuance Account" (the "Cost of Issuance Account"). The proceeds of the sale of the Series 2006 Bonds shall be deposited by the Trustee into the 2006 Proceeds Fund and transferred by the Trustee on the date of issuance of the Series 2006 Bonds to (i) to the Escrow Account to pay at redemption the principal of, redemption premium and interest on the Refunded Bonds; and (ii) to the Cost of Issuance Account in the amount remaining after the transfer described in the preceding clause (i) in each case in the amounts and as further provided in the City Order to authenticate and deliver the Series 2006 Bonds. Section 403. Special Funds. There is hereby created by the City two Special Funds to be held by the City and to be designated "The City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue Bonds, 2006 — Hedge Receipt Fund" (the "Hedge Receipt Fund") into which Hedge Receipts from the 2006 Counterparty under the Swap Agreement will be deposited; and "The City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue Bonds, 2006 — Hedge Payments Fund" (the "Hedge Payment Fund") into which the City shall deposit amounts necessary to make any Hedge Payments to the 2006 Counterparty under the Swap Agreement. The City may use the amounts in the Hedge Receipt Fund for any lawful purpose, including deposits to the Current Debt Service Fund under the Master Indenture. Section 404. Investment of Moneys. Although the Master Indenture permits investment of the Funds, Accounts and sub -accounts in Eligible Investments, the City covenants that moneys in the Current Debt Service Fund shall be invested only in Eligible Investments authorized by the 2006 Bond Insurer. Section 405. Disposition of Fund Balances. After provision shall be made for the payment of all Outstanding Series 2006 Bonds issued under this Series 2006 Indenture, including the interest thereon, and for the payment of all Other Bond Service Charges required to be paid under or in connection with this Series 2006 Indenture and the Master Indenture, including any fees, charges and expenses of the Liquidity Facility Issuer under the Liquidity Facility Agreement, the Trustee, if applicable, shall pay such funds to the City. If the City is holding such funds under this Series 2006 Indenture, the City may use such amounts for. any lawful purpose. ARTICLE IVA LIQUIDITY FACILITY Section 4A.01. Liquidity Facility; Alternate Liquidity Facility. (a) Maintenance of Liquidity Facility; Right to Discontinue. Upon the signing and delivery of this Series 2006 Indenture, the City will cause the Initial Liquidity Facility to be signed and delivered by the Liquidity Facility Issuer. Notwithstanding anything to the contrary in this Series 2006 Indenture, the City may elect not to extend or renew an existing Liquidity Facility or elect not to obtain an Alternate Liquidity Facility; provided that the City deliver to the MIAM I/4177359.6 56 Trustee, and the Remarketing Agent, at least 45 days prior to expiration or termination of the Liquidity Facility then in effect the following: (i) written notice of its intention to discontinue maintenance of a Liquidity Facility with respect to the Series 2006 Bonds; and (ii) notice from each Rating Service then rating the Series 2006 Bonds that the discontinuance of a Liquidity Facility will not result in a withdrawal or reduction of the then current ratings assigned to the Series 2006 Bonds. Not later than the Renewal Date, the City will deliver or cause to be delivered to the Trustee either (i) evidence in form satisfactory to the Trustee that the Expiration Date of the then existing Liquidity Facility has been extended and that the terms of the extended Liquidity Facility are substantially the same as the then existing Liquidity Facility except as otherwise permitted by this Section 4A.01 or (ii) evidence from each Rating Service then rating the Series 2006 Bonds, as described in Section 4A.01(c)(iii) and demonstration of compliance with the other requirements as described in Section 4A.01(c), to the effect that the then existing Liquidity Facility will be replaced with an Alternate Liquidity Facility meeting all the requirements of this Section 4A.01 or (iii) notices and evidence of each Rating Service then rating the Series 2006 Bonds, as described in the preceding paragraph, that the City has elected to discontinue maintenance of a Liquidity Facility. If the City fails to deliver such evidence of an extension of the then existing Liquidity Facility or such notice of replacement of the then existing Liquidity Facility with an Alternate Liquidity Facility or such notice of election to discontinue maintenance of a Liquidity Facility, such evidence from each Rating Service then maintaining a rating on the Series 2006 Bonds prior to the Renewal Date of the then existing Liquidity Facility, the Series 2006 Bonds shall be subject to mandatory tender in accordance with Section 310(c) on the Interest Payment Date preceding the Expiration Date. Any Alternate Liquidity Facility entered into in connection with the Expiration Date shall be delivered to the Trustee not later than the Renewal Date; provided, however, that any such Alternate Liquidity Facility so delivered need not be effective until the Expiration Date of the then existing Liquidity Facility but in any event shall be effective not later than the Expiration Date of the then existing Liquidity Facility. (b) Payments Under Liquidity Facility. The Trustee, which has been appointed the agent of the City for such purpose, shall, upon the receipt of written information from the Remarketing Agent pursuant to Section 311, as appropriate, direct the Liquidity Facility Issuer in accordance with the terms of the Liquidity Facility to the extent necessary to provide for the payment of the Purchase Price of Tendered Bonds. Immediately following such payment under the Liquidity Facility, the Trustee shall use its best efforts to give telephonic notice to the City that such a payment under the Liquidity Facility was made. (c) Alternate Liquidity Facility. The City may arrange for the delivery to the Trustee of an Alternate Liquidity Facility for the then existing Liquidity Facility. An Alternate Liquidity Facility shall be a letter of credit, line of credit, standby bond purchase agreement, revolving credit agreement, bond insurance policy, surety bond or similar liquidity, credit, credit enhancement or support facility or combination thereof. The terms of the Alternate Liquidity Facility shall in all respects material to the Bondholders be substantially the same (except for the length of term, the annual interest rate used to determine the interest portion of the Stated Amount of the Liquidity Facility, the number of days of interest coverage included within the Stated Amount of the Liquidity Facility, the provision for commitment fees and other fees and MIAMI/4177359.6 57 the available commitment provided for such Alternate Liquidity Facility) as the Initial Liquidity Facility. An Alternate Liquidity Facility shall expire no earlier than five days following an Interest Payment Date. As used in this Series 2006 Indenture, an Alternate Liquidity Facility does not include an extension of the then existing Liquidity Facility or an amendment or supplement to the then existing Liquidity Facility if amended or supplemented in accordance with Section 4A.01(i). At least 45 days prior to the effective date of an Alternate Liquidity Facility, the City shall give notice of such replacement to the Trustee, together with (i) the identity of the proposed issuer of the Alternate Liquidity Facility and a proposed form of the Alternate Liquidity Facility, (ii) an opinion of Bond Counsel stating that the signing and delivery of the proposed Alternate Liquidity Facility will not adversely affect the validity or enforceability of the Series 2006 Bonds in accordance with their terms (which opinion shall be confirmed on the effective date of such Alternate Liquidity Facility) and (iii) written evidence (or such other evidence as is satisfactory to the Trustee) from each Rating Service then rating the Series 2006 Bonds to the effect that such Rating Service has reviewed the proposed Alternate Liquidity Facility and stating whether the signing and delivery of the proposed Alternate Liquidity Facility will, by itself, result in (A) a withdrawal by such Rating Service of its rating of the Series 2006 Bonds or (B) a reduction in the then current rating assigned by such Rating Service to the Series 2006 Bonds. In addition to the above described requirements, the City shall also deliver to the Trustee written evidence from the then existing Liquidity Facility Issuer in form and substance satisfactory to the Trustee to the effect that the Liquidity Facility charges due and owing to such Liquidity Facility Issuer from the City under the then existing Liquidity Facility Agreement have been paid or provision for the payment thereof satisfactory to such Liquidity Facility Issuer has been made. In the event that any Rating Service then rating the Series 2006 Bonds states that it will withdraw or reduce the rating assigned by such Rating Service to the Series 2006 Bonds as a result of the signing and delivery of any proposed Alternate Liquidity Facility, the Series 2006 Bonds shall be subject to mandatory tender in accordance with Section 310(c). In addition to the above requirements, any Alternate Liquidity Facility delivered to the Trustee must be accompanied by a written opinion of Counsel for the issuer of such Alternate Liquidity Facility addressed to the City and the Trustee stating that such Alternate Liquidity Facility is a legal, valid and binding obligation of such issuer and enforceable against such issuer in accordance with its terms. Whenever reference is made in this Series 2006 Indenture to actions occurring or to be taken under the Liquidity Facility, such reference shall be deemed to include any Alternate Liquidity Facility, as appropriate. Notwithstanding anything to the contrary in this Series 2006 Indenture, the City may elect not to extend or renew an existing Liquidity Facility or elect not to obtain an Alternate Liquidity Facility, subject to the requirements for such election contained in Section 4A.01(a) herein. (d) Purchase If No Liquidity Facility. Unless the City has elected to discontinue maintenance of a Liquidity Facility and has satisfied the requirements for such election under Section 4A.01(a), the Trustee is required to purchase all Series 2006 Bonds pursuant to Section MIAMI/4177359.6 58 310(c) upon the failure of the City to furnish the Trustee with an Alternate Liquidity Facility complying with the requirements of this Series 2006 Indenture prior to each Renewal Date hereunder. The Purchase Price of such Series 2006 Bonds shall be equal to the principal amount thereof plus, in either case, interest accrued to the Renewal Date, without premium. Notice shall be given by the Trustee to the Rating Services then rating the Series 2006 Bonds if the Liquidity Facility is scheduled to expire as described herein and no Alternate Liquidity Facility complying with the requirements of this Series 2006 Indenture shall have been delivered to the Trustee on or prior to a Renewal Date hereunder. (e) Consent to Terminate Liquidity Facility. If at any time there shall have been issued and delivered to the Trustee, either an effective Alternate Liquidity Facility meeting all the requirements of this Section 4A.01 or an effective extension or restatement of the Liquidity Facility then in effect, then the Trustee shall accept such Alternate Liquidity Facility, extension, amendment or restatement and, promptly following the effective date of such Alternate Liquidity Facility or such restatement, shall consent to terminate the Liquidity Facility then in effect. For purposes of this paragraph an "effective" Alternate Liquidity Facility shall mean an Alternate Liquidity Facility that may be drawn on to pay the Purchase Price for the Series 2006 Bonds (other than Bank Bonds or Series 2006 Bonds owned by the City) in accordance with this Series 2006 Indenture. Nothing in this subsection shall affect the right of the City to elect not to extend or renew an existing Liquidity Facility or elect not to obtain an Alternate Liquidity Facility, so long as the requirements for such election contained in Section 4A.01(a) are satisfied. (f) Transfer of Liquidity Facility. The Trustee shall not sell, assign or otherwise transfer its rights to obtain funds under the Liquidity Facility except to a successor Trustee hereunder and in accordance with the terms of the Liquidity Facility. (g) Terms of Initial Liquidity Facility. The Initial Liquidity Facility shall be a standby bond purchase agreement providing for payments by the Liquidity Facility Issuer of amounts up to (i) an amount equal to the outstanding principal amount of the Series 2006 Bonds to be used to enable the Trustee to pay the portion of the Purchase Price equal to the principal amount of the Series 2006 Bonds delivered or deemed delivered for purchase and not remarketed plus (ii) an amount equal to 34 days' accrued interest on the Series 2006 Bonds (calculated at the Maximum Interest Rate, based on a 365-day year) to be used to pay the portion of the Purchase Price of the Series 2006 Bonds properly delivered or deemed delivered for purchase equal to the accrued interest, if any, on such Series 2006 Bonds. (h) Liquidity Facility Constitutes a "Credit Facility." The Initial Liquidity Facility is a Credit Facility and the Liquidity Facility Agreement is a Credit Agreement for all purposes of the Resolution and the Indenture and the amounts payable thereunder shall constitute Credit Facility Charges and Payment Obligations under the Master Indenture. (i) Amendment of Liquidity Facility. The Liquidity Facility may not be amended or modified other than to (i) effect transfers thereof, (ii) effect extensions thereof, (iii) effect an increase in the annual interest rate used to determine the interest portion of the amount of the MIAMI/4177359.6 59 Liquidity Facility, (iv) effect an increase in the available commitment under the Liquidity Facility, (v) effect a change in the amount of the Liquidity Facility to include an amount sufficient to pay premium on the Series 2006 Bonds, (vi) effect a change in the number of days of interest coverage included in the amount of the Liquidity Facility so long as such change otherwise complies with this Section 4A.01, (vii) effect reductions and reinstatements thereof, (viii) effect a change in the fees thereunder or (ix) amend or waive any covenants of the City in the Initial Liquidity Facility Agreement, all in accordance with the terms of the Liquidity Facility as then in effect, without the prior written consent of the Trustee and written evidence from each Rating Service then rating the Series 2006 Bonds stating that the amendment of the Liquidity Facility will not result in a withdrawal by such Rating Service of its rating of the Series 2006 Bonds or a reduction in the then current rating assigned by such Rating Service to the Series 2006 Bonds. Nothing in this subsection shall affect the right of the City to elect not to extend or renew an existing Liquidity Facility or elect not to obtain an Alternate Liquidity Facility, so long as the requirements for such election contained in Section 4A.01(a) are satisfied. (j) Notices to Bondholders. The Trustee shall notify Bondholders by first class mail, postage prepaid of the: (i) proposed delivery of any Alternate Liquidity Facility, at least 20 days prior to the effective date of any Alternate Liquidity Facility that an Alternate Liquidity Facility will secure the Series 2006 Bonds and will identify the new Liquidity Facility Issuer; and (ii) City's election pursuant to Section 4A.01(a) to discontinue maintenance of a Liquidity Facility with respect to the Series 2006 Bonds at least 30 days prior to termination of the Liquidity Facility then in effect. Section 4A.02. Series 2006 Bonds; Nonpresentment of Tendered Bonds. In the event any Tendered Bonds shall not be presented for purchase and money sufficient to pay the Purchase Price of such Tendered Bonds are held in the Bond Purchase Fund, the Trustee shall segregate and hold such money in trust, without liability for interest thereon, for the benefit of the Holders of such Tendered Bonds who shall, except as provided in Section 312, thereafter be restricted exclusively to such money, for the satisfaction of any claim of whatever nature on their part under this Series 2006 Indenture or on, or with respect to, those Tendered Bonds. Tendered Bonds that shall not have been so presented for payment shall be deemed paid for all purposes of this Series 2006 Indenture. ARTICLE V REMEDIES OF THE TRUSTEE AND HOLDERS OF BONDS IN EVENT OF DEFAULT Section 501. Events of Default under the Master Indenture. Any Event of Default under the Master Indenture shall constitute an Event of Default hereunder. Section 502. Additional Events of Default. In addition to Events of Default referred to in Section 501 above, there shall be an Event of Default hereunder and an Event of Default under Section 7.01(v) of the Master Indenture, if there is a default in the payment of the Purchase Price MIAMI/4177359.6 60 of any Series 2006 Bond when the same shall become due and payable, pursuant to the purchase obligations set forth in Sections 309 or 310, or otherwise, except that a default in the payment of the Purchase Price shall only constitute an Event of Default if such payment is not made within one Business Day following the due date thereof. ARTICLE VI CONCERNING THE TRUSTEE Section 601. Duties and Liabilities of Trustee. Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Series 2006 Indenture or the Master Indenture and no implied covenants or obligations shall be read into this Series 2006 Indenture against the Trustee. Section 602. Liquidity Facility Issuer. Wachovia Bank, National Association, has been appointed by the City to act as the Initial Liquidity Facility Issuer for the purposes herein contemplated, and the Trustee has reviewed the terms and conditions of the Liquidity Facility. The Trustee shall cooperate with the Registrar, the Paying Agent and the Liquidity Facility Issuer to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Liquidity Facility will be made available for the purchase or redemption of Series 2006 Bonds presented or required to be presented at the designated corporate trust office of the Trustee in accordance herewith pursuant to the Liquidity Facility. Any Liquidity Facility Issuer hereunder shall be a bank or insurance or surety company duly organized, or a branch of a foreign bank or insurance or surety company duly licensed, under the laws of the United States of America or any state or territory thereof, having combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties contemplated by this Series 2006 Indenture or the Master Indenture to be performed by the Liquidity Facility Issuer. ARTICLE VII SUPPLEMENTS AND AMENDMENTS Section 701. Supplemental Series Indentures. All Supplements or amendments to this Series 2006 Indenture shall be made in accordance with the provisions of the Master Indenture. ARTICLE VIII PROVISIONS FOR THE BENEFIT OF THE BOND INSURER Section 801. Exercise of Certain Rights of Holders by the Bond Insurer. [TO COME] Section 802. Provisions for the Benefit of the Bond Insurer. [TO COME] MIAM I/4177359.6 61 ARTICLE IX MISCELLANEOUS Section 901. Incorporation of Provisions of Master Indenture. All provisions of the Master Indenture not inconsistent with the terms and conditions of this Series 2006 Indenture are hereby incorporated herein by reference. Section 902. Binding Effect. This Series 2006 Indenture shall inure to the benefit of and shall be binding upon the Holders of the Series 2006 Bonds, the City and Trustee and the respective successors and assigns, subject, however to the limitations contained herein. Section 903. Counterparts. This Series 2006 Indenture may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 904. Survival of Representations and Warranties. All representations and warranties of the City and the Trustee herein and in the Master Indenture shall survive the execution and delivery hereof and the issuance and delivery of the Series 2006 Bonds issued hereunder. Section 905. Effective Date. This Series 2006 Indenture is dated the date first appearing above for purposes of convenience of reference, but shall not become effective simultaneously with the issuance of the Series 2006 Bonds. MIAMI/4177359.6 62 IN WITNESS WHEREOF, the City and the Trustee have caused this Series 2006 Indenture to be signed on their behalf by their duly authorized representatives as of the date first written above. CITY OF MIAMI, FLORIDA By: City Manager The form and legality of the Series 2006 Attest: Indenture are hereby approved By: By: City Clerk City Attorney U.S. BANK NATIONAL ASSOCIATION By: MIAMI/4177359.6 63