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HomeMy WebLinkAboutExhibit 2LOAN AGREEMENT This Loan Agreement (the "Agreement" or the "Loan Agreement") dated as of 2007, and entered into between the SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION (the "Commission"), a public body corporate and politic created pursuant to that certain interlocal agreement by and among various governmental units executing it from time to time, and initially between the City of Orlando and the City of Tallahassee, duly constituted municipalities under the laws of the State of Florida and CITY OF MIAMI, FLORIDA, a municipal corporation organized under the laws of the State of Florida (the "Governmental Unit"). WITNESSETH: WHEREAS, pursuant to the authority of the hereinafter defined Act, the Commission desires to loan to the Governmental Unit the amount necessary to enable the Governmental Unit to finance the cost of the Project, as hereinafter defined, and the Governmental Unit desires to borrow such amount from the Commission subject to the terms and conditions of and for the purposes set forth in this Agreement; and WHEREAS, the Commission is a public body corporate and politic duly created, organized and existing under and by virtue of the Interlocal Agreement, such Interlocal Agreement constituting an interlocal agreement initially between the City of Tallahassee and the City of Orlando in accordance with Chapter 163, Part I, Florida Statutes, as amended (the "Interlocal Act"); and WHEREAS, the Commission has determined that there is substantial need within the State for a financing program (the "Program") which will provide funds for qualifying projects (the "Projects") for the participating Governmental Units; and WHEREAS, the Commission is authorized under the Interlocal Act to issue its revenue bonds to provide funds forsuch purposes; and WHEREAS, the Commission has determined that the public interest will best be served and that the purposes of the Interlocal Act can be more advantageously obtained by the Commission's issuance of revenue bonds in order to loan funds to the Governmental Units to finance the Projects; and WHEREAS, the Governmental Unit desires to borrow $6,600,000 from the Commission to finance the Projects; and WHEREAS, the Governmental Unit is authorized under and pursuant to the Act, as amended, to enter into this Agreement for the purposes set forth herein; and WHEREAS, the Commission and the Governmental Unit have determined that the lending of funds by the Commission to the Governmental Unit pursuant to the terms of this Agreement and that 1 certain Second Amended and Restated Trust Indenture dated as of January 1, 2000, between the Commission and the Trustee (as defined herein) (including any amendments and supplements thereto the "Indenture"), will assist in the development and maintenance of the public welfare of the residents of the State and the areas served by the Governmental Unit, and shall serve a public purpose by improving the health and living conditions, and providing adequate governmental services, facilities and programs and will promote the most efficient and economical development of such services, facilities and programs in the State; and WHEREAS, neither the Governmental Unit nor the State or any political subdivision thereof (other than the Governmental Units to the extent of their obligations under their respective Agreements and except for the Commission to the extent provided in the Indenture), shall in any, way be obligated to pay the principal of, premium, if any, or interest on those certain revenue bonds of the Commission designated "Sunshine State Governmental Financing Commission Revenue Bonds, Series 1986" (the "Bonds") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the Governmental Unit, the State or any political subdivision thereof to levy or pledge any form of ad valorem taxation for their payment but shall be payable solely from the funds and revenues pledged under and pursuant to this Agreement and the Indenture. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Unless the context or use indicates another meaning or intent, the following words and terms as used in this Loan Agreement shall have the following meanings, and any other words and terms not otherwise defined herein which are defined in the Indenture, as hereinafter defined, shall have the meanings as therein defined. "Accountant" or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants. "Accounts" mean the accounts created pursuant to Section 4.02 of the Indenture. "Act" means, collectively, Chapter 163, Part 1, Florida Statutes, Chapter 125, Part I, Florida Statutes, Chapter 166, Part I1, Florida Statutes, as amended, and all other applicable provisions of law. "Additional Payments" means payments required by Section 5.03 hereof. "Authenticating Agent" means the entity designated as such pursuant to the Indenture and any successor thereto thereunder. "Authorized Representative" means, when used pertaining to the Commission, the Chairman of the Commission and such other designated members, agent or representative as may hereafter be selected by Commission resolution and, when used with reference to a Governmental Unit, means the person performing the functions of the Mayor, Finance Director or City Manager thereof and, when used with reference to the Bank, shall mean any officer and, when used with reference to an act or document, also means any other person authorized by resolution to perform such act or sign such document. "Bank" means the issuer of the Liquidity Facility in effect with respect to the Bonds in accordance with the Indenture. As of the date of this Agreement, the Bank is Dexia Credit Local, acting through its New York Agency. "Bank Bonds" means Bonds owned by the Bank that are purchased (or provided to be purchased) pursuant to Section 5.16 of the Indenture with amounts drawn by the Tender Agent and paid by the Bank under the Liquidity Facility. "Bank Rate" means the rate of interest payable on amounts owed to the Bank, including under Bank Bonds. "Basic Payments" have the meaning set forth in Section 5.01 hereof. 3 "Board" means the governing body of the Governmental Unit. "Bond Counsel" means Bryant Miller Olive P.A., Tallahassee, Florida, or any other nationally recognized bond counsel. "Bondholder" or "Holder" or "holder of Bonds" or "Owner" or any similar term means the registered owner of any Bond. "Bonds" mean the Sunshine State Governmental Financing Commission Revenue Bonds of any Series issued pursuant to Article II of the Indenture. "Bond Year" means a 1 2-month period beginning on July 1 of each year and ending on the last day of June of the succeeding year. "Business Day" means a day on which banks in the State of New York or the State are not required or authorized by law to remain closed and on which the New York Stock Exchange is not closed. "City" or "Cities" shall mean municipal corporations created under the laws of the State of Florida which are participating in the Program. "Closing" means the closing of a Loan pursuant to the Indenture and this Agreement. "Code" means the Internal Revenue Code of 1954, as amended, and the regulations promulgated or proposed thereunder. All references herein to the "Code" shall, to the extent applicable, include the successor provisions of any Federal income tax law relating specifically to the exclusion from gross income for Federal income tax purposes of interest on obligations of governmental units. "Commencement Date" means the date when the term of this Agreement begins and the obligation of the Governmental Unit to make Loan Payments begins to accrue. "Commission" or "Issuer" means the Sunshine State Governmental Financing Commission. "County" or "Counties" shall mean those political subdivisions of the State of Florida participating in the Program. "Costs of Issuance Fund" means the Costs of Issuance Fund established pursuant to Section 4.02 of the Indenture. 4 "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation may include legal counsel for either the Commission or the Governmental Unit. "Credit Facility" means the Credit Facility or Alternate Credit Facility (as such term is defined in the Indenture) in effect with respect to the Bonds in accordance with the Indenture. As of the date of this Agreement, the Credit Facility is a municipal bond insurance policy issued by Ambac Assurance Corporation. "Credit Facility Provider" means the issuer of the Credit Facility in effect with respect to the Bonds in accordance with the Indenture. As of the date of this Agreement, Ambac Assurance Corporation is the Credit Facility Provider. "Credit Facility Agreement" means any agreement between the Commission and the Credit Facility Provider pursuant to which the Credit Facility or any Alternate Credit Facility is issued. "Daily Mode" means an Interest Mode in which the interest rate on the Bonds in such Mode is adjusted on each Business Day. "Debt Service Reserve Fund" means the fund by that name created pursuant to Section 4.02 of the Indenture. "Event of Default" shall have the meaning ascribed to such term in Section 8.01 of this Agreement. "Excess Interest Amount" means an amount equivalent to the interest that is not payable on the Bank Bonds because the interest rate on the Bank Bonds is limited by the Maximum Rate, computed as the difference, expressed in dollars of the United States of America, between the interest earned at the Bank Rate which the Bank Bonds would actually bear and the Maximum Rate. The Excess Interest Amount comes into existence and accumulates when Bank Bonds bear interest at the Maximum Rate and the Bank Rate which the Bank Bonds would otherwise have borne, exceeds the Maximum Rate. The Excess Interest Amount is reduced by an amount equivalent to the interest which is paid on Bank Bonds which bear interest at the Maximum Rate in excess of the interest that would be payable on such Bonds if such Bonds bore interest at the Bank Rate when the Maximum Rate exceeds the Bank Rate which the Bank Bonds would otherwise have borne and shall be further reduced by payments made specifically to the Bank to reduce such Excess Interest Amount. "Existing Debt" means those obligations, if any, of the Governmental Unit described in Exhibit A hereto, which obligations are to be paid or retired with the proceeds of the Loan. "Fiscal Year" means the fiscal year of the Governmental Unit. 5 "Fixed Mode" means an Interest Mode during which the interest rate is fixed to the stated maturity of the principal of the Bonds. "Funds" mean the funds created pursuant to Section 4.02 of the Indenture. "Governmental Unit" or "Borrower" means the entity which is described in the first paragraph and on the cover page of this Loan Agreement and which is borrowing and using the Loan proceeds to finance, refinance and/or be reimbursed for, all or a portion of the costs of one or more Projects. "Governmental Units" mean the Governmental Unit and the other entities which have received loans from the Commission made from the proceeds of the Bonds or other moneys available for such purpose under the Indenture. "Highest Lawful Rate" means the highest lawful rate of interest permitted under the laws of the State of Florida or permitted under Federal law, if applicable. "Indenture" means the Second Amended and Restated Trust Indenture, dated as of January 1, 2000 between the Commission and the Trustee, including any amendments and supplements thereto. "Interest Payment Date" means (i) the First Tender Date, (ii) thereafter the date on which an installment of interest on the Bonds shall become due, which shall be as to any Daily Mode, Monthly Mode or Adjustable Mode, the first Business Day of each month; as to any Weekly Mode, the first Rate Adjustment Date of each month; as to a Quarterly Mode, the first succeeding January 1, April 1, July 1 or October 1 after the commencement of such Quarterly Mode and each January 1, April 1 July 1 and October 1 thereafter; as to the Money Market Municipal Mode, the Flexible Date; and as to any Bank Bond, the first day of each month, the day on which such Bank Bond is remarketed and the day on which such Bank Bond is redeemed, accelerated or matures upon stated maturity; and as to any other Interest Mode, the first succeeding July 1 or January 1 after the commencement of such Interest Mode and each July 1 and January 1 thereafter, (iii) the Maturity Date, and (iv) any Interest Mode Adjustment Date, "Interest Period" means, with respect to the Bonds, the period from and including an Interest Payment Date to and including the day immediately preceding the next Interest Payment Date, except that the first Interest Period shall be the period from and including the Closing Date to and including the day immediately preceding the first Interest Payment Date. "Interlocal Act" means chapter 163, Florida Statutes. "Interlocal Agreement" means that certain Interlocal Agreement creating the Commission among the various Governmental Units executing it from time to time, initially between the City of Orlando and the City of Tallahassee. 6 1986. "Issuance Date" means the date on which the Bonds were issued, that date being July 16, "Liquidity Facility" means the Liquidity Facility or Alternate Liquidity Facility (as such terms are defined in the Indenture) in effect with respect to the Bonds in accordance with the Indenture (as amended and in effect from time to time). As of the date of this Agreement, the Liquidity Facility is the Amended and Restated Standby Bond Purchase Agreement, dated as of March 1, 2000, among the Commission, Dexia Credit Local, acting through its New York Agency, and the Tender Agent. "Loan" means a Loan to a Governmental Unit from Bond proceeds or other moneys held by the Trustee under the Indenture to finance a Project or Projects pursuant to a Loan Agreement. "Loan Agreement" means a Loan Agreement between the Commission and any Governmental Unit participating in the Program, and any amendments and supplements thereto, which is executed for the purpose of securing repayment of any Loan made by the Issuer to any participating Governmental Unit and establishing the terms and conditions upon which such Loans are to be made. "Loan Payment Date" means the fifteenth (15th) day of the month or if such day is not a Business Day, the next succeeding Business Day. On each Loan Payment Date, each Governmental Unit shall be responsible for interest and Additional Payments which accrued on such Loan during the preceding month. "Loan Payment Period" means a period beginning on the first day of a month and ending on and including the last day of such month. "Loan Payments" mean the payments of principal and interest and other payments payable by the Governmental Unit pursuant to the provisions of this Loan Agreement. "Loan Rate" has the meaning set forth in Section 5.01 and Section 5.02 hereof. "Loan Term" means the term provided for in Article IV of this Loan Agreement. "Municipality" or "Municipalities" means a duly constituted municipality in the State. "Non Ad Valorem Revenues" means all legally available revenues and taxes of the Governmental Unit derived from any source whatever other than ad valorem taxation on real and personal property, which are legally available for payment of Loan Payments. "Non -Asset Bonds" means an amount equal, as of the calculation date, to (a) the Outstanding principal amount of the Bonds minus (b) the sum of (i) the outstanding principal amount of the Loans, (ii) the amount in the Loan Fund, Debt Service Reserve Fund, Debt Service Fund (other than 7 amounts in the Interest Account not available to be used to pay the principal of the Bonds and amounts to be used to pay redemption premium), the Excess Earnings Fund and the Cost of Issuance Fund which will be transferred to the Loan Fund pursuant to Section 4.06 of the Indenture, and (iii) the amounts to be earned under any Investment Agreement approved by the Credit Facility Provider and the Bank, which will be available to be used to pay the principal of the Bonds upon receipt by the Trustee. For this purpose, a Loan shall not be deemed outstanding to the extent its principal has been prepaid and deposited in the Debt Service Fund or Loan Fund, as the case may be. "Optional Prepayment Price" means the amount which a Borrower may, in its discretion, pay the Trustee in order to prepay the Loan in full, which amount shall be equal to (i) the amount of any past -due or currently due Loan Payments together with interest on such past -due Loan Repayments to the date of such payment in full at the rate or rates provided in the Loan Agreements; (ii) the unpaid accrued interest at the current Loan interest rate on the outstanding principal amount of the Loan since the end of the previous Loan Payment Period to the date of such payment in full; (iii) the unmatured principal of the Loan; (iv) the premium, if any, to be paid on the Bonds which will be redeemed from such Optional Prepayment Price; (v) the Governmental Unit's Proportionate Share of any Excess Interest Amount owing to the Bank; (vi) any amounts owed by such Governmental Unit pursuant to the provisions of Section 5.02(a)(3) of its Loan Agreement and (vii) any other amounts owing to the Issuer under the Loan Agreement, including without limitation, Section 5.03 hereof. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization including a government or political subdivision or an agency or instrumentality thereof. "Prime Rate" means the Reference Rate (as such term is defined in the Liquidity Facility). Each change in the Prime Rate shall be effective as of the opening of business on the effective date of such change in the Prime Rate. "Project" or "Projects" means a governmental undertaking approved by the governing body of a Governmental Unit for a public purpose, including the refunding of any bonded indebtedness. "Proportionate Share" means a fraction (a) the numerator of which is the outstanding principal amount of the Loan and (b) the denominator of which is the sum at the time of calculation of (i) the outstanding principal amount of all Loans plus (ii) 101.0101 % of the amount, if any, in the Primary Account of the Loan Fund and 100% of the amounts, if any, in the Secondary Account of the Loan Fund, provided that if amounts have been withdrawn from the Loan Fund to pay the items enumerated in Section 4.07(f)(1)-(5) of the Indenture, and such amounts have not been replaced, all Proportionate Shares shall be calculated as though such amounts were still on deposit in such fund or account. If a Governmental Unit has paid the Optional Prepayment Price, its Proportionate Share shall be zero even if its Loan Agreement is not yet terminated. "Pro Rata Share" means as of each date of calculation the outstanding principal amount of the Loan divided by the outstanding principal amount of all Loans. 8 "Remarketing Agent" means the entity designated as such pursuant to the Indenture and any successors thereto thereunder. "Reserve Requirement" for the Bonds shall mean $30,000,000; provided, however, in the event funds are transferred to the Redemption Account from the Debt Service Reserve Fund as provided in the last paragraph of Section 4.05 of the Indenture, the Reserve Requirement shall be reduced to the extent of such transfer. "State" means the State of Florida. "Tender Agent" means the entity designated as such pursuant to the Indenture and any successors thereto thereunder. "Trustee" means Deutsche Bank Trust Company Americas (successor to Wachovia Bank, National Association, formerly known as First Union National Bank), as Trustee, or any successor thereto under the Indenture. 9 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF GOVERNMENTAL UNIT SECTION 2.01, REPRESENTATIONS AND WARRANTIES. The Governmental Unit makes the following representations and warranties for the benefit of the Commission, the Trustee, the Bondholders, the Credit Facility Provider and the Bank: (a) ORGANIZATION AND AUTHORITY. The Governmental Unit: (1) is located in the State and is a duly organized and validly existing Governmental Unit; (2) has all requisite power and authority to own and operate its properties and to carry on its activities as now conducted and as presently proposed to be conducted; and (3) alI licenses and permits, except for those the absence of which will not have a material adverse effect on the ability of the Governmental Unit to meet its obligations hereunder, necessary for the Governmental Unit to own and operate its properties and to carry on its activities as now conducted and as presently proposed to be conducted have been obtained by the Governmental Unit, (b) FULL DISCLOSURE. There is no fact known to the Governmental Unit that the Governmental Unit has not specifically disclosed in writing to the Commission, the Credit Facility Provider and the Bank which materially affects adversely or is likely to materially affect adversely the financial condition of the Governmental Unit, in a manner that will materially adversely affect its ability to make the payments under this Agreement when and as the same become due and payable, or that will materially affect adversely the properties, activities, prospects or condition (financial or otherwise) of the Governmental Unit or the corporate existence of the Governmental Unit or the ability of the Governmental Unit to perform its obligations under this Agreement. The financial statements, including balance sheets, and any other written statement furnished by the Governmental Unit to the Commission, the Credit Facility Provider and the Bank do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. There is no fact known to the Governmental Unit which the Governmental Unit has not disclosed to the Commission, the Credit Facility Provider and the Bank in writing which materially affects adversely or is likely to materially affect adversely the financial condition of the Governmental Unit, or its ability to make the payments under this Agreement when and as the same become due and payable. 10 (c) PENDING LITIGATION. There are no proceedings pending, or to the knowledge of the Governmental Unit threatened, against or affecting the Governmental Unit, except as specifically described in writing to the Commission, the Credit Facility Provider and the Bank, in any court or before any governmental authority or arbitration board or tribunal (i) with respect to any of the transactions contemplated hereby or (ii) that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Governmental Unit in a manner that will materially adversely affect the ability of the Governmental Unit to make the payments under this Agreement when and as the same become due and payable or would materially and adversely affect the existence or powers or ability of the Governmental Unit to enter into and perform its obligations under this Agreement. (d) BORROWING LEGAL AND AUTHORIZED. The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and compliance by the Governmental Unit with the provisions of this Agreement: (1) are within the powers of the Governmental Unit and have been duly and effectively authorized by all necessary action on the part of the Governmental Unit; (2) except with respect to the provisions of Section 8.01(i) hereof as to which no representations and warranties are made by the Governmental Unit, do not and will not (i) conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Governmental Unit pursuant to any indenture, loan agreement or other agreement or instrument (other than this Agreement), or restriction to which the Governmental Unit is a party or by which the Governmental Unit, its properties or operations may be bound or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or so result in the creation or imposition of any lien, charge, or encumbrance, which breach, default, lien, charge or encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the enforceability of this Agreement or the Governmental Unit's ability to perform fully its obligations under this Agreement except as enforcement may be limited by applicable bankruptcy, insolvency or other laws or equitable principles affecting the enforcement of creditor's rights; nor will such action result in any violation of the provisions of the Act, or any laws, ordinances, governmental rules or regulations or court orders to which the Governmental Unit, its properties or operations may be bound; (e) NO DEFAULTS. Except with respect to the provisions of Section 8.01(i) hereof as to which no representations and warranties are made by the Governmental Unit, no event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and/or the passage of time or giving of notice or both, would constitute an Event of Default. The Governmental Unit is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been in writing specifically consented to by the Commission, the Credit Facility Provider and the Bank and (ii) do not, and will not, have any 11 material adverse effect on the transactions herein contemplated and the compliance by the Govern- mental Unit with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound. Furthermore, except with respect to actions taken by the Commission or the other Governmental Units as to which no representations or warranties are made by the Governmental Unit, no event has occurred and no condition exists, to the best of the knowledge of the Governmental Unit, which would adversely affect in any manner, either directly or indirectly, the tax-exempt status of interest on the Bonds. (f) GOVERNMENTAL CONSENT. The Governmental Unit has obtained, or will obtain as and when required, all permits, approvals and findings of nonreviewability required by any governmental body or officer for the acquisition and/or installation of the Projects, including construction and renovation work, the financing or refinancing thereof or the reimbursement of the Governmental Unit therefor, or the use of such Projects, and the Governmental Unit will obtain all other such permits, approvals and findings as may be necessary for the foregoing and for such Loan and the proper application thereof; the Governmental Unit has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any agency or other governmental body or officer in connection with the acquisition or installation of the Projects, including construction and renovation work necessary for such installation, financing or refinancing thereof or reimbursement of the Governmental Unit therefor; and any such acquisition, construction, installation, financing, refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or conflict with, the terms of any such agency or other governmental consent, order or other action which is applicable thereto. No further consent, approval or authorization of, or filing, registration or qualification with, any governmental authority is required on the part ofthe Governmental Unit as a condition to the execution and delivery of this Loan Agreement. (g) COMPLIANCE WITH LAW. The Governmental Unit is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and which are material to the execution of this Loan Agreement and the performance by the Governmental Unit of its obligations hereunder, except as has been specifically disclosed in writing to, and consented to in writing by, the Commission, the Credit Facility Provider and the Bank. (h) USE OF PROCEEDS. (1) The Governmental Unit will apply the proceeds of the Loan from the Commission solely for the financing or refinancing or to reimburse itself for the cost of the Projects as set forth in Exhibit A hereto. The Governmental Unit may modify or amend Exhibit A to include any or all of the Projects listed on Exhibit A-1 hereto, without the consent ofthe Commission, the Credit Facility Provider, the Bank or any other Person, to provide for the financing of a different or additional Project if the Governmental Unit, after the date hereof, deems it to not be in the interest of the Governmental Unit to acquire or construct any item of such Project from the proceeds ofthe Loan or the cost of the Project proves to be less than the amounts listed on Exhibit A and the investment earnings thereon. No such amendment will be made unless and until the Governmental Unit shall 12 have received an opinion of Bond Counsel that such change or modification will not adversely affect the exemption from Federal income taxation of interest on the Bonds. No modification or amendment to Exhibit A hereto may be made to include a Project to be financed from the proceeds of the Loan and not listed on Exhibit A-1 hereto without the prior written consent of the Commission, the Credit Facility Provider and the Bank. (2) Items of cost of the Projects which may be financed, refinanced or reimbursed include all reasonable or necessary direct or indirect costs of or incidental to the acquisition, construction or installation of the Projects, including the incidental costs of placing the same in use and financing expenses but not operating expenses. In addition, in the case of refinancings, accrued interest and any prepayment penalty on the obligation to be refinanced may be included. (3) If the Governmental Unit is receiving reimbursement for the cost of the Projects expended by the Governmental Unit on or before the date of approval by the Commission of the Governmental Unit's application for the Loan, the Governmental Unit represents that (i) the Projects or any portion thereof for which it is being reimbursed by the proceeds of the Loan was acquired or constructed, and payments therefor to be reimbursed were expended, by the Governmental Unit after January 1, 1989 and the Governmental Unit expended such funds in anticipation of being reimbursed for such funds with bond proceeds; and (ii) if such reimbursement will be used for the repayment of the outstanding principal balance (together with accrued interest and redemption premiums, if any) of indebtedness incurred by the Governmental Unit to lenders or sources other than the Governmental Unit in connection with the Projects, that the interest on such debt was exempt from federal income taxation; all evidenced and confirmed to the satisfaction of Bond Counsel. (4) The Governmental Unit covenants to notify the Commission, the Credit Facility Provider and the Bank in writing of any changes in the use of the Loan proceeds from the expected usage set forth in the Loan application. (i) NOTICE FROM IRS. The Governmental Unit has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Governmental Unit is an issuer of obligations whose arbitrage certifications may not be relied upon. (j) PROJECT, All items constituting the Project are as such term is defined in the Act. (k) COMPLIANCE WITH INTERLOCAL REQUIREMENTS AND INTERLOCAL AGREEMENT. All agreements and transactions provided for herein or contemplated hereby are in full compliance with the terms of the Interlocal Agreement applicable to the Governmental Unit and the Interlocal Act. (1) ENFORCEABILITY. This Agreement constitutes a legal, valid and binding obligation of the Governmental Unit enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency and other similar laws affecting enforceability 13 of creditors' rights generally and to the application of equitable principles if equitable remedies are sought. SECTION 2.02. COVENANTS OF GOVERNMENTAL UNIT. The Governmental Unit makes the following covenants and representations as of the date first above written and such covenants shall continue in full force and effect during the Loan Term. (a) SECURITY FOR LOAN REPAYMENT. The Governmental Unit covenants and agrees to appropriate in its annual budget, by amendment, if required, and to the extent permitted and in accordance with budgetary procedures provided by the laws of the State of Florida, and to pay when due directly to the Trustee for deposit into the appropriate Fund or Account created in the Indenture, amounts of Non -Ad Valorem Revenues of the Governmental Unit that are sufficient to satisfy the obligation of the Governmental Unit to make Loan Payments as required under this Loan Agreement. The Governmental Unit shall provide evidence satisfactory to the Commission, the Credit Facility Provider and the Bank of such budgeting and appropriation. Such covenant and agreement on the part of the Governmental Unit to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative, and shall continue until such Non -Ad Valorem Revenues in amounts sufficient to make all required payments shall have been budgeted, appropriated and actually paid to the Trustee for deposit into the appropriate Fund or Account. The Governmental Unit further covenants that the Indenture and this Loan Agreement shall be deemed to be entered into for the benefit of the Holders of the Bonds, the Credit Facility Provider and the Bank and that the obligations of the Governmental Unit to include the amount of any deficiency in each of its annual budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. The obligations of the Governmental Unit pursuant to this Loan Agreement will not constitute a general indebtedness of the Governmental Unit within the meaning of any constitutional or statutory provision or limitation and the Governmental Unit is not obligated and neither the Commission, the Bondholders, the Trustee, the Credit Facility Provider or the Bank may compel the Governmental Unit to levy any ad -valorem taxes for the payment thereof. Neither the full faith and credit nor the taxing power of the Governmental Unit, the State of Florida or any political subdivision thereof is pledged to such payment. Such appropriation for interest due under this Loan Agreement shall be based upon an assumed interest rate determined as set forth in Exhibit E hereto. Notwithstanding the foregoing or any provision of this Loan Agreement to the contrary, the Governmental Unit does not covenant to maintain any services or programs now provided or maintained by the Governmental Unit which generate Non -Ad Valorem Revenues. (b) LIENS. Except as set forth in Exhibit E hereto, the Governmental Unit shall not be prohibited from creating, incurring or suffering to exist any lien, charge or encumbrance on the Non - Ad Valorem Revenues. (c) INFORMATION. The chief financial officer of the Governmental Unit shall, at the reasonable request of the Credit Facility Provider or the Bank, discuss the Governmental Unit's financial matters with the Credit Facility Provider or the Bank or its designee and provide the Credit 14 Facility Provider or the Bank with copies of any documents reasonably requested by the Credit Facility Provider or the Bank or its designee. (d) EXPENSES, In addition to the payment obligations otherwise provided for in this Loan Agreement, the Governmental Unit will, upon demand by the Commission, pay all reasonable costs and expenses whatsoever that the Commission may incur incident to the preparation, execution and delivery of this Loan Agreement, including, but not limited to; (I) the cost of reproducing this Loan Agreement and other related documents; (2) the reasonable fees and disbursements of counsel utilized by the Commission, the Credit Facility Provider, the Bank and Bond Counsel; (3) all other reasonable fees and out-of-pocket expenses of the Trustee (including the reasonable fees and disbursements of counsel retained by the Trustee), the Credit Facility Provider, the Bank, the Tender Agent, the Paying Agent, the Registrar, the Authenticating Agent, the Remarketing Agent and the Commission in connection with the Loan and the enforcement thereof; and (4) any taxes in connection with the execution and delivery of this Loan Agreement and any recording and fling fees or stamp taxes relating to the pledge and assignment of the Commission's right, title and interest in and to this Loan Agreement, pursuant to the Indenture and all expenses, including reasonable attorneys' fees, relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof. The provisions of this paragraph (d) shall survive the termination of this Loan Agreement and the payment in full of the obligations of the Governmental Unit hereunder. (e) INDEMNITY. To the full extent permitted under the laws of the State, the Governmental Unit will pay, and will protect, indemnify and save, the Commission, the Credit Facility Provider, the Bank, the Remarketing Agent, the Authenticating Agent,, the Registrar, the Tender Agent, the Trustee, each member, officer, commissioner, employee and agent of any of the Commission, the Credit Facility Provider, the Bank, the Remarketing Agent, the Trustee, the Tender Agent and each other person, if any, who has the power, directly or indirectly, to direct or cause the direction of the management and policies of the Commission, harmless from and against, any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees), suits, claims and judgments of whatsoever kind and nature (including those in any manner directly or indirectly arising or resulting from, out of, or in connection with, any injury to, or death of, any persons or any damage to property resulting from the use or operation of the Project) in any manner arising out of actions of the Governmental Unit, its successors and assigns, or the agents, contractors, employees, licensees or otherwise of the Governmental Unit or its successors and assigns (but not of the other parties to the Program Documents or their representatives, agents, contractors, employees, licensees or others, except if acting as the representative, agent, contractor, employee or licensee of the Governmental 15 Unit), in connection with, the Projects, this Loan Agreement, the Program Documents or the breach or violation of any agreement, covenant, representation or warranty of the Governmental Unit set forth in this Loan Agreement, the Program Documents or any document delivered pursuant hereto or thereto or in connection herewith or therewith. Such indemnity shall not be restricted in any way by any limitation on the amount or type of damages, compensation or benefits payable under any Workers' Compensation Acts, Disability Benefit Acts, or other employee benefits acts or any other similar laws but may be limited by State law relating to the sovereign immunity of the Governmental Unit and the ability of Governmental Units to indemnify parties for the actions of such Governmental Units. An indemnified person shall promptly notify the Governmental Unit in writing of any claim or action brought against it, in respect of which indemnity may be sought against the Governmental Unit, setting forth, to the extent reasonably practicable under the circumstances, the particulars of such claim or action, and the Governmental Unit will promptly assume the defense thereof, including the employment of competent counsel satisfactory to such indemnified person and the payment of all expenses. An indemnified person may employ separate counsel with respect to any such claim or action and participate in the defense thereof, but, except as provided herein, the fees and expenses of such separate counsel shall not be payable by the Governmental Unit unless such employment has been specifically authorized by the Governmental Unit, which such authorization shall not be unreasonably withheld, or unless such employment was occasioned by conflicts of interest between and among indemnified persons and/or the Governmental Unit. If the Governmental Unit shall fail to assume the defense of any action as required hereunder, or, within a reasonable time after commencement of such action, to retain counsel satisfactory to the indemnified person, the fees and expenses of counsel to such indemnified person hereunder shall be paid by the Governmental Unit. The provisions of this paragraph (e) shall survive the termination of this Loan Agreement. (f) AMOUNTS OWING UNDER LOAN AGREEMENT. The Governmental Unit agrees to pay on demand its Proportionate Share of all amounts owed by the Commission under the Credit Facility Agreement and the Liquidity Facility Agreement with respect to any increased cost, indemnification (other than indemnification obligations arising solely out of the acts or failure to act of one or more other Governmental Units unless such Governmental Unit is acting as the representative, agent, contractor, employee or licensee of the Governmental Unit) and other obligations of the Commission under Sections 3.1, 3.2, 3.6, 8.8 and 8.9 of the Liquidity Facility Agreement or the corresponding provisions of any Alternate Liquidity Facility. The provisions of this subparagraph (f) shall survive the termination of this Loan Agreement and the payment in full of the obligations of the Governmental Unit hereunder. 16 (g) SPECIAL COVENANTS AND FINANCIAL RATIOS.. The Governmental Unit shall comply with all special covenants and financial ratios set forth in Exhibit E hereto, the terms and provisions of which are incorporated by reference as if fully set forth at length. (h) FURTHER ASSURANCE, The Governmental Unit shall execute and deliver to the Commission, the Credit Facility Provider, the Bank and Trustee all such documents and instruments and do all such other acts and things as may be reasonably necessary or required by the Commission, the Credit Facility Provider, the Bank and the Trustee to enable each of them to exercise and enforce its rights under this Loan Agreement and to realize thereon, and record and file and re-record and re - file all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be reasonably necessary or required by any of them to validate, preserve and protect its position under this Loan Agreement. (i) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. The Governmental Unit shall keep or cause to be kept proper records and books of account, in which correct and complete entries will be made in accordance with generally accepted accounting principles, consistently applied (except for changes concurred in by the Governmental Unit's independent auditors) reflecting all of its financial transactions. (j) PAYMENT OF TAXES, ETC. The Governmental Unit shall pay all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. (k) COMPLIANCE WITH LAWS, ETC. The Governmental Unit shall comply with the requirements of all applicable laws, including the Act, the terms of all grants, rules, regulations and orders of any governmental authority and the terms of this Agreement and the Interlocal Agreement, non-compliance with which would, singly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit in a manner which would materially adversely affect its ability to make the payments under this Agreement when and as the same become due and payable, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. (I) TAX EXEMPT STATUS OF BONDS. The Commission and the Governmental Unit understand that it is the intention hereof that the interest on the Bonds not be included within the gross income of the holders thereof for federal income tax purposes. In furtherance thereof, the Governmental Unit agrees that it will take all action within its control which is necessary in order for the interest on the Bonds to remain exempt from federal income taxation and shall refrain from taking any action which results in such interest becoming so taxable. 17 The Governmental Unit further covenants it will record or file or cause to be recorded or filed in such manner and in such places whatever documents as may be required by law to be recorded or filed in order to protect fully the security of the holders and owners of the Bonds, and, if applicable, the tax exempt status of such Bonds, including, but not limited to, the filing of all reports as may be required from time to time pursuant to the Code, particularly Section 103(1). The Governmental Unit further covenants that it will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds, with respect to the payments derived from the Bonds or hereunder or with respect to the purchase of other Commission obligations which action or failure to act may cause the Bonds to be "arbitrage bonds" within the meaning of such term as used in Section 103(c) of the Code and the regulations promulgated thereunder. The Governmental Unit further covenants that no more than twenty-five percent (25%) of the proceeds of its Loan from the Commission will be used in the "trade or business" of any person who is not an exempt person within the meaning of Section 103(b)(3) of the Code and the regulations promulgated thereunder or that no more than twenty-five percent (25%) of the payments on the Loan will be paid from payments in respect of property or borrowed money used or to be used in the trade or business of a person who is not an exempt person, unless (i) the Commission has consented to a use different than that set forth above, (ii) all Governmental Units have consented to a use different than that set forth above and (iii) the Commission has received an opinion of Bond Counsel acceptable to the Commission that the use ofthe proceeds in a manner other than that set forth above will not affect the tax-exempt status of interest on the Bonds from federal income taxation. The Governmental Unit further covenants that it will not directly or indirectly use more than five percent (5%) of the proceeds ofthe Loan to directly or indirectly make loans to persons who are not exempt persons within the meaning of Section 103(b)(3) of the Code and the regulations promulgated thereunder. The Governmental Unit covenants that neither it nor any related person, as defined in Section 103(b)(6)(C) of the Code, shall, pursuant to an arrangement, formal or informal, purchase obligations of the Commission in an amount related to the amount of the loan. (m) INFORMATION REPORTS. The Governmental Unit covenants to provide the Commission with all material and information necessary to enable the Commission to file all reports required under Section 103 of the Code (including, if required, Form 8038-G) to assure that interest paid by the Commission on the Bonds shall, for purposes of the federal income tax, be exempt from all income taxation. (n) LIMITED OBLIGATIONS. Anything in this Loan Agreement to the contrary notwithstanding, it is understood and agreed that all obligations ofthe Governmental Unit hereunder shall be payable only from Non -Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem taxation revenues or to permit or 18 constitute a mortgage upon any assets owned by the Governmental Unit and no Governmental Unit may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Governmental Unit. The obligations hereunder do not constitute an indebtedness of the Governmental Unit within the meaning of any constitutional, statutory or charter provision or limitation, and neither the Trustee, the Commission, the Credit Facility Provider, the Bank nor the Bondholders shall have the right to compel the exercise of the ad valorem taxing power of the Governmental Unit or taxation of any real or personal property therein for the payment by the Governmental Units of its obligations hereunder. Notwithstanding any provision of this Loan Agreement to the contrary, to the extent the Governmental Unit is in compliance with all provisions and covenants contained herein, this Loan Agreement and the obligations of the Governmental Unit hereunder shall not, except to the extent set forth in Exhibit E to this Loan Agreement, be construed as a limitation on the ability of the Governmental Unit to pledge or covenant to pledge all or any portion of said Non -Ad Valorem Revenues for other legally permissible purposes. Notwithstanding any provisions of this Agreement, the Indenture or the Bonds to the contrary, the Governmental Unit shall never be obligated to exercise ad valorem taxing power to maintain or continue any of the activities of the Governmental Unit which generate user service charges, regulatory fees or other Non Ad Valorem Revenues. Neither this Loan Agreement nor the obligations of the Governmental Unit hereunder shall be construed as a pledge of all legally available Non -Ad Valorem Revenues of the Governmental Unit, but shall be payable solely as provided in this Loan Agreement and is subject in all respects to the provisions of Section 129.07, Florida Statutes. It is the intent of the parties hereto, and they do hereby covenant and agree, that the liability of the Governmental Unit hereunder is a several Liability of the Governmental Unit expressly limited to the Loan Payments and the Governmental Unit shall have no joint Liability with any other Governmental Units or the Commission for any of their respective liabilities, except to the extent expressly provided hereunder. The Commission, the Credit Facility Provider, the Bank and the Governmental Unit understand that the amounts available to be budgeted and appropriated to make Loan Payments hereunder is subject to the obligation of the Governmental Unit to provide essential services; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. (o) The Governmental Unit covenants to provide to the Commission and the Bank notice as soon as is reasonably possible of any litigation pending, or to the knowledge of the Governmental Unit threatened, against or affecting the Governmental Unit, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Governmental Unit, or the existence or powers or ability of the Governmental Unit to perform its duties and obligations hereunder. (p) The Governmental Unit covenants not to take any action, or to the extent it may do so permit any Person to take any action, to terminate the corporate existence of the Governmental Unit unless adequate provision is made by law for the obligations of the Governmental Unit hereunder. 19 (q) The Governmental Unit covenants to immediately notify the Commission, the Credit Facility Provider and the Bank of any change in law which could have a material adverse effect on the power or authority of the Governmental Unit to collect Non Ad Valorem Revenues then being collected by the Governmental Unit and to meet with the Credit Facility Provider or the Bank, upon its request, to discuss any such change in law. 20 ARTICLE III THE LOAN SECTION 3.01. THE LOAN. The Commission hereby agrees to loan to the Governmental Unit and the Governmental Unit hereby agrees to borrow from the Commission the sum of $6,600,000. The Borrower understands that it will receive, as proceeds of the Loan, % of the stated principal amount of the Loan, i.e., as a result, the amount of the Loan proceeds received by the Governmental Unit will be smaller than the principal amount of such Loan. The discount is equal to the Governmental Unit's share of certain costs of the Commission relating to the Bonds. The making of the Loan is subject to the terms and conditions contained in this Loan Agreement and in the Indenture to the extent such amount is (i) approved by the Commission, (ii) approved in writing by the Bank and (iii) determined by the Trustee in its sole discretion to be available in the Loan Fund (established pursuant to Article IV of the Indenture) for such purpose, advanced amounts to be used by the Governmental Unit for the purposes of financing or refinancing the cost of, or receiving reimbursement for the equity in, the Project in accordance with the provisions of this Loan Agreement and to pay to certain other costs permitted hereunder. SECTION 3.02. LOAN. The Governmental Unit's obligation hereunder to repay amounts advanced pursuant to Section 3.01, together with interest thereon, shall be evidenced by this Loan Agreement. SECTION 3.03. CONVERSION TO FIXED MODE. If the Governmental Unit is not in default under this Loan Agreement, the Governmental Unit may elect to convert the interest rate payable on this Loan to a fixed rate in accordance with the terms hereof, provided that the conditions for converting the Interest Mode on a portion of the Bonds to a Fixed Mode pursuant to Section 2.04(f) of the Indenture are satisfied. The Governmental Unit may only elect to convert this Loan to a fixed rate if the outstanding principal amount of the Bonds that would be converted is equal to or greater than $5,000,000 or multiples of $25,000 in excess thereof. If the Governmental Unit should elect to convert the interest rate on this Loan to a fixed rate, it shall give the Commission, the Trustee, the Credit Facility Provider and the Bank written notice of such desire not sooner than ninety (90) days and not later than sixty (60) days prior to the desired effective date of the fixed rate (which date shall be an Interest Payment Date). Upon receipt of such notice, the satisfaction of the conditions set forth in Section 2.04(f) of the Indenture for converting the Interest Mode on a corresponding portion of the Bonds to a Fixed Mode and the preparation and execution of a supplement to this Agreement revising such provisions herein as counsel to the Commission, counsel for the Credit Facility Provider and counsel for the Bank consider necessary, the interest rate on this Loan will become a fixed rate calculated as provided in Section 5.02 hereof. Pursuant to the Indenture the Governmental Unit electing to convert such Loan and a. corresponding amount of Bonds is required to pay all costs and expenses relating to such conversion and furthermore in the event of a failed conversion may be responsible for certain additional costs as more fully described in the Indenture and in Sections 5.02 and 5,03 hereof. 21 ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4,01, COMMENCEMENT OF LOAN TERM, The Governmental Unit's obligations under this Loan Agreement shall commence on the date hereof unless otherwise provided in this Loan Agreement. SECTION 4.02. TERMINATION OF LOAN TERM. The Governmental Unit's obligations under this Loan Agreement shall terminate upon (i) payment in full of all amounts due under this Loan Agreement and (ii) the last such payment having become Available Moneys, as defined in the Indenture; provided, however, that all covenants and all obligations contained herein that are specified to so survive shall survive the termination of this Loan Agreement and the payment in full of all amounts payable hereunder. If the Loan is prepaid, this Loan Agreement shall terminate only upon such prepayment becoming Available Moneys, as defined in the Indenture. Upon termination of the Loan Term as provided above, the Commission and the Trustee, with the consent of the Credit Facility Provider and the Bank, shall deliver, or cause to be delivered, to the Governmental Unit, an acknowledgment thereof. SECTION 4,03. LOAN CLOSING SUBMISSIONS. Concurrently with the execution and delivery of this Loan Agreement, the Governmental Unit is providing to the Trustee the following documents each dated the date of such execution and delivery unless otherwise provided below or unless waived by the Commission, the Trustee, the Credit Facility Provider and the Bank: (a) Certified resolutions of the Governmental Unit in the form of Exhibit B attached hereto. (b) An opinion of the Governmental Unit's Counsel in the form of Exhibit C hereto to the effect that this Loan Agreement is duly authorized and executed, and is a valid, binding and enforceable obligation of the Governmental Unit and opining to such other matters as may be reasonably required by Bond Counsel and by the Credit Facility Provider and the Bank; (c) A certificate of the officials of the Governmental Unit who sign this Loan Agreement to the effect that the representations and warranties of the Governmental Unit contained herein are true and correct; (d) A certificate signed by the Authorized Representative of the Governmental Unit stating (i) the estimated dates and the amounts of projected expenditures for the Projects and (ii) that it is reasonably anticipated by the Governmental Unit that the Loan proceeds will be fully advanced therefor and expended by the Governmental Unit in the amounts and on the dates set forth in such certificate and that the projected expenditures are based on the reasonable expectations of the 22 Governmental Unit having due regard for its capital needs and the revenues available for the repayment thereof. (e) This Loan Agreement, executed by the parties hereto; (f) An opinion (addressed to, and in form and substance acceptable to, the Commission, the Trustee, the Credit Facility Provider and the Bank) of Bond Counsel, to the effect that such financing, refinancing or reimbursement with Loan proceeds is permitted under the Act, the Indenture and the resolution authorizing this Loan Agreement and will not cause the interest on the Bonds to be subject to Federal income taxation or adversely affect the validity, due authorization for or legality of the Bonds; (g) An incumbency certificate and a signature certificate in form and substance acceptable to the Credit Facility Provider, the Bank and Bond Counsel; (h) Such other certificates, documents and information as the Commission, the Credit Facility Provider, the Bank, the Trustee or Bond Counsel may require. All opinions and certificates shall be dated the date of the Closing. 23 ARTICLE V LOAN PAYMENTS SECTION 5.01. PAYMENT OF LOAN PAYMENTS. The Governmental Unit shall pay to the Trustee, for the account of the Commission and as assigned by the Commission to the Trustee, all Loan Payments in lawful money of the United States of America. No such Loan Payment shall be in an amount such that interest on the Loan is in excess of the maximum rate allowed by the laws of the State of Florida or of the United States of America. The Loan shall be repaid in Basic Payments consisting of (a) principal in the amounts and on the dates set forth in Exhibit D and (b) interest calculated at the rate (the "Loan Rate") as provided in Section 5.02 hereof. Loan Payments shall begin on the first Loan Payment Date for the first Loan Payment Period following the Closing. No later than the fifth (5th) Business Day of each month, the Trustee shall give the Governmental Unit notice in writing of the total amount of the Loan Payment which will be due and payable on the next following Loan Payment Date. Any past -clue Basic Payment which has not been paid by the Loan Payment Date shall be paid, together with interest thereon, at a rate per annum equal to the Prime Rate as in effect from time to time plus two percent (2%) for the period for which such Basic Payment has not been paid. The Basic Payments and Additional Payments shall be due on each Loan Payment Date, unless the principal amount of the Loan is prepaid, accelerated or forgivers in accordance with the Indenture and in accordance with the provisions hereof. SECTION 5.02. CALCULATION OF LOAN RATE. (a) The Loan Rate shall for each Loan Payment Period be a rate which produces an amount at least equal to (i) the sum of (1) plus (3) or (ii) (2): (1) FOR LOANS EXCEPT FOR FIXED RATE LOANS ESTABLISHED PURSUANT TO SECTION 3.03: The Governmental Unit's Proportionate Share of the interest paid on the Bonds (including Bank Bonds) for the immediately preceding Loan Payment Period, other than an amount of Bonds equal to the Reserve Requirement; and (2) FOR FIXED RATE LOANS ESTABLISHED PURSUANT TO SECTION 3.03: One -sixth (provided that a partial payment shall be calculated for the month in which the fixed rate on the Loan becomes effective if it becomes effective other than on the first day of such month and provided that if the fixed rate on the Loan is not established in July or January, the one -sixth shall be calculated as though the Interest 24 Period were a full six months) of the interest to accrue during each Loan Payment Period on the Bonds which are converted to a Fixed Mode in accordance with Section 2.04(I) of the Indenture because the Governmental Unit elected to convert this Loan to a fixed rate pursuant to Section 3.03; provided, however, that the Governmental Unit shall not be required to pay interest on an amount of Bonds equal to the Reserve Requirement (except to the extent investment earnings on the Debt Service Reserve Fund are insufficient to pay such interest, in which case the Governmental Unit shall pay its Pro Rata Share of such deficiency); provided, further, that if all or part of the Bonds allocable to the Governmental Unit bear interest at the Bank Rate because of a mandatory tender of such Bonds upon an attempted fixed rate conversion pursuant to Section 2.04(f) of the Indenture, which conversion did not take place, the Governmental Unit shall pay, in addition to all other payments required hereunder, all of the difference between the Bank Rate and the rate which such Bonds otherwise would have borne; (3) After July 1, 1988 (except with respect to Loans the interest rates on which have been fixed pursuant to Section 3.03), the Governmental Unit's Pro Rata Share of any deficiency in the investment earnings on the Secondary Account of the Loan Fund, the Principal Amount of the Debt Service Fund and the Debt Service Reserve Fund caused by the fact that investment earnings on the Debt Service Reserve Fund and the amount on deposit on the first day of such Loan Payment Period in the Secondary Account of the Loan Fund and in the Principal Account of the Debt Service Fund are insufficient to pay interest on a principal amount of Bonds equal to the Reserve Requirement plus the amount of moneys on deposit in the Secondary Account of the Loan Fund and the Principal Amount of the Debt Service Fund and Additional Payments allocable to such Bonds. (b) If a Loan is not made on the first day of a Loan Payment Period, the Loan Rate for the first Loan Payment Period shall be calculated by taking into account only amounts to accrue for the remainder of the Loan Payment Period. (c) Prior to the Bonds converting to a Fixed Mode, the Governmental Unit recognizes that in the event Bonds are "put" to the Tender Agent pursuant to the Indenture, are not remarketed and are purchased with funds provided by the Bank under the Liquidity Facility, the interest rate on those Bonds during the period they are owned by the Bank or its transferee will be at the Bank Rate, SECTION 5.03. PAYMENT OF ADDITIONAL PAYMENTS. By execution of this Agreement, the Governmental Unit understands that payments hereunder will include payments in addition to that amount which constitutes interest borne by the Bonds. Such costs include, but are not limited to, certain fees, costs and expenses of the Bank owed to it under the Liquidity Facility Agreement and interest on any amounts due the Bank under the Liquidity Facility Agreement as well as fees due to the Credit Facility Provider under the Credit Facility Agreement. Reference is made to the Indenture, the Liquidity Facility Agreement and the Credit Facility Agreement for provisions 25 relating to fees, cost and expenses of the Commission, the Bank, and the Credit Facility Provider, the provisions of which are incorporated by reference as if fully set forth at length. In addition to Basic Payments, the Governmental Unit agrees to pay on each Loan Payment Date or on demand of the Trustee in the case of a permitted acceleration of the Loan pursuant to the provisions hereof, as the case may be, its Proportionate Share of the following Additional Payments (except for the Additional Payments relating to a principal amount of Bonds equal to the Reserve Requirement) to the extent that such items are not paid from the Costs of Issuance Fund or paid as provided in Section 2.02(d) and (t): (1) the fees and expenses (including reasonable fees and expenses of counsel) of the Trustee owed to it under the Indenture; (2) the fees and expenses of the Paying Agent, the Registrar and the Authenticating Agent owed to them under the Indenture; (3) the fees and expenses of the Tender Agent owed to it under the Indenture; (4) the fees and expenses of the Bank owed to it under the Liquidity Facility Agreement and the fees of the Credit Facility Provider owed to it under the Credit Facility Agreement; (5) the fees and expenses of the Remarketing Agent owed to it under the Remarketing Agreement (as defined in the Indenture); (6) the expenses of the Commission, including legal fees; (7) the rating fees of Moody's Investors Service and/or Standard and Poor's Corporation, when necessary; (8) the Excess Interest Amount; (9) all other amounts owed to the Bank pursuant to the Liquidity Facility, including to the extent provided in the Liquidity Facility, interest on amounts owing to the Bank under the Liquidity Facility; and (10) all other reasonable fees and expenses in connection with the Bonds, this Loan Agreement, the Credit Facility and the Liquidity Facility, all as determined by the Trustee and the Commission; and further agrees to make all deposits necessary to the Debt Service Reserve Fund to ensure that the amounts on deposit in the account established for such Governmental Unit in the Debt Service Reserve Fund shall be not less than the Reserve Requirement to the extent that an insufficiency occurs because of an event of default under the Governmental Unit's Loan Agreement. 26 Notwithstanding any other provision of Section 5.02 or 5.03, after the conversion of this Loan to a fixed rate, the Governmental Unit shall not be obligated to pay any of the fees, expenses and costs of the Bank specified in (3), (4), (5), (8) or (9) above if the Liquidity Facility then in effect no longer supports the principal amount of Bonds so converted to a Fixed Mode. The Governmental Unit agrees to pay interest at Prime Rate in effect from time to time plus two (2) percent on any Additional Payments not received by the Trustee on the applicable Loan Payment Date or on the date the principal amount of the Loan is prepaid or accelerated in accordance with the Indenture and this Loan Agreement. SECTION 5.04. CREDIT FOR INTEREST EARNINGS. (a) Notwithstanding the provisions of this Article V to the contrary, except with respect to Loans which have been fixed pursuant to Section 3.03, after the Rebate Date and during such time as there are no Non Asset Bonds, the Governmental Unit's Pro Rata Share of the excess earnings on the Debt Service Reserve Fund, Debt Service Fund and the amount on deposit on the first day of such Loan Payment Period in the Secondary Account shall be subtracted from the Governmental Unit's obligation to pay interest on the Bonds, pursuant to Section 5.02(a)(1) hereof (provided that earnings derived from investing the portion of such funds and accounts in subaccounts related to fixed rate Loans shall be excluded from such calculation). (b) The credits may be accumulated. If the credit allowable for a Loan Payment Period is not all needed in the Loan Payment Period, it may be used in the following Loan Payment Period; provided, however, when amounts are transferred to the Redemption Account from the Interest Account or Excess Earnings Fund pursuant to the Indenture, any accumulated credit shall no longer be deemed a credit against the obligation to pay Loan interest and Additional Payments, but instead shall be deemed a credit against the Governmental Unit's obligation to pay Loan principal. This credit shall be applied to the principal repayment portion of Basic Payments in inverse order of maturity of Basic Payments. (c) Notwithstanding the provisions of this Article V to the contrary, after the Rebate Date and for so long as there are no Non Asset Bonds, with respect to any Governmental Unit which has elected to convert its Loan to a fixed rate pursuant to Section 3.03 hereof, such the Governmental Unit's Proportionate Share of the earnings on the portions of the Debt Service Reserve Fund and the Debt Service Fund relating to such fixed rate Loan shall be subtracted from the Governmental Unit's obligation to pay interest on the Bonds pursuant to Section 5.02(a) hereof. SECTION 5.05. LOAN PAYMENTS. The obligation of the Governmental Unit to make payment of Loan Payments or any other amounts required by this Article V, other Sections hereof and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events except as otherwise expressly provided in this Loan Agreement. Notwithstanding any dispute between the Governmental Unit and the Commission, the Trustee, the 27 Credit Facility Provider, the Bank, any Bondholder or any other Person, the Governmental Unit shall make all payments of Loan Payments or any other amounts when due and shall not withhold any Loan Payments or any other amounts pending final resolution of such dispute nor shall the Governmental Unit assert any right of setoff or counterclaim against its obligation to make such payments required under this Loan Agreement. The Governmental Unit's obligation to make payment of Loan Payments or any other amounts during the Loan Term shall not be abated through accident or unforeseen circumstances or because of payment (i) under the Credit Facility securing the Bonds, or (ii) from its Proportionate Share of the Debt Service Reserve Fund. The Commission and the Governmental Unit agree that the Governmental Unit shall bear all risk of damage or destruction in whole or in part to any Project or any part thereof, including without limitation any loss, complete or partial, or interruption in the use, occupancy or operation of such Project, or any manner or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Project or the compliance by the Governmental Unit with any of the terms of this Loan Agreement. Notwithstanding the foregoing, this Section 5.05 shall not limit the rights of the Governmental Unit to recover amounts owing to it, except as specifically set forth herein. SECTION 5.06. REFUNDING BONDS. In the event the Bonds are refunded, all references in this Loan Agreement to Bonds shall be deemed to refer to the refunding bonds or, in the case of a cross -over refunding, to the Bonds and the refunding bonds (but the Governmental Unit shall never be responsible for any debt service on or fees relating to crossover refunding bonds which are covered by earnings on the escrow fund established from the proceeds of such bonds). SECTION 5.07. SECONDARY ACCOUNT. Pursuant to the Indenture, Loan Payments, upon the occurrence of certain events and upon compliance with certain conditions more fully described in the Indenture, shall be deposited in the Secondary Account of the Loan Fund and loaned to other Governmental Units for Projects. The Commission hereby covenants and agrees that in making Loans from the Secondary Account of the Loan Fund, priority will be given to Governmental Units which have previously borrowed moneys from the Loan Fund and that within such group priority will be based upon the date of the previous Loan, with Governmental Units which borrowed moneys from the Loan Fund at earlier dates receiving priority. Nothing herein, however, shall prohibit the Commission from establishing additional criteria for the making of Loans from the Secondary Account of the Loan Fund which must be met prior to the making of any Loan by the Commission. Loans made from the Secondary Account shall be made at such discounts, if any, as shall be approved by the Commission at the time such Loan was made. No Loans from the Secondary Account shall be made at a discount without the consent of the Credit Facility Provider and the Bank unless there are no Non Asset Bonds, in which case the consent of the Credit Facility Provider and the Bank shall not be required. In the event such Loan is made by the Commission at a discount, excess funds received by the Commission shall be distributed by the Commission to the extent possible to those Governmental Units whose Loan Payments are being used to make such Loans from the Secondary Account, to the extent such Governmental Units can be determined. 28 ARTICLE VI OPTION TO PREPAY LOAN PAYMENTS At the option of the Governmental Unit and after giving at least 30 days' written notice by certified or registered mail to the Commission and the Trustee, the Governmental Unit may, at its option, prepay the Loan Payments in whole by paying the then applicable Optional Prepayment Price or in part in integral principal multiples of $100,000, on any date, not less than 30 and not more than 180 days from the receipt of such notice. Such amounts shall be applied to any future principal installments of the Governmental Unit under this Loan Agreement. After a prepayment in whole, this Loan Agreement shall terminate, except for the obligations and covenants expressed herein to survive, upon payment by the Governmental Unit to the Trustee of then applicable Optional Prepayment Price and upon such Optional Prepayment Price becoming Available Moneys. The Loan may not otherwise be prepaid in whole or in part. Notwithstanding any provision of this Agreement to the contrary, to the extent that payment of the Governmental Unit's Proportionate Share of the Excess Interest Amount is not made pursuant to the provisions hereof, the Governmental Unit's obligations hereunder shall not cease and terminate until such amount has been paid in full by the Governmental Unit. The Loan may not be prepaid in full if for any reason, including inability to determine reinvestment rates, the Optional Prepayment Price cannot be determined. If following a prepayment, and prior to the date such prepayment is used to redeem Bonds or is available to be loaned to other Governmental Units, the investment earnings on the Governmental Unit's prepayment during any Loan Payment Period are insufficient to pay or accrue interest on an amount of Bonds equal to the principal prepayment therein and the fees in Section 5,03 related to such Bonds, the Trustee shall charge such deficiency to the other Governmental Units with Loans then outstanding based upon their Pro Rata Share and likewise shall credit any excess interest earnings to Governmental Units with Loans then outstanding on a Pro Rata Share, except as otherwise provided herein. 29 ARTICLE VII ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. ASSIGNMENT BY COMMISSION. (a) This Loan Agreement and the obligations of the Governmental Unit to make payments hereunder and any security therefor, may be assigned and reassigned in whole or in part to one or more assignees or subassignees at any time subsequent to its execution without the necessity of obtaining the consent of the Governmental Unit. The Governmental Unit expressly acknowledges that this Loan Agreement and the obligations of the Governmental Unit to make payments hereunder (with the exception of certain of the Commission rights to indemnification, fees and expenses), have been pledged and assigned to the Trustee as security for the Bonds and for the Bank under the Indenture, and that the Trustee shall be entitled to act hereunder and thereunder in the place and stead of the Commission whether or not the Bonds are in default. Notwithstanding the foregoing, no such assignment or reassignment may be made except to a successor Trustee and the provider of any Credit Facility. (b) In the Indenture, the Commission has agreed that, following the occurrence of an Event of Default under this Loan Agreement, acceleration of the amounts due hereunder and payment by the Credit Facility Provider of the accelerated amount, the Commission will cause the Trustee to assign to the Credit Facility Provider all of the Trustee's rights under this Loan Agreement. (c) The Goverrunental Unit hereby consents to any assignment of this Loan Agreement described in this Section 7.01. SECTION 7.02. ASSIGNMENT BY GOVERNMENTAL UNIT. This Loan Agreement may not be assigned by the Governmental Unit for any reason without the express prior written consent of the Commission, the Credit Facility Provider, the Bank and the Trustee. SECTION 7.03. PAYMENTS BY CREDIT FACILITY PROVIDER. The Governmental Unit acknowledges that payment under this Loan Agreement from funds received by the Trustee under the Credit Facility do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment of its obligations hereunder. 30 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES • SECTION 8,01, EVENTS OF DEFAULT DEFINED, The following shall be "Events of Default" under this Loan Agreement and the terms "Event of Default" and "Default" shall mean (except where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, any one or more of the following events. (a) Failure by the Governmental Unit to timely pay any Loan Payment, so long as the Bonds are outstanding or failure by the Governmental Unit to timely pay any other payment required to be paid hereunder on the date on which it is due and payable; (b) Failure by the Governmental Unit to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of not less than thirty (30) days after notice thereof to the Governmental Unit by the Trustee or the Commission unless the Trustee and the Commission shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights ofthe Commission and the Trustee, the Commission and the Trustee will not unreasonably• withhold their consent to an extension of such time if corrective action is instituted by the Governmental Unit within the applicable period and diligently pursued until the failure is corrected; (c) Any warranty, representation or other statement by the Governmental Unit or by an officer or agent of the Governmental Unit contained in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement, was false or misleading in any material respect when made; (d) The Governmental Unit or the Legislature of the State of Florida shall terminate the corporate existence of the Governmental Unit unless, in the opinion of the Commission, adequate provision is made by law for the obligations of the Governmental Unit hereunder; (e) Any provision of this Agreement material to the performance of the obligations of the Governmental Unit hereunder shall at any time for any reason cease to be valid and binding on the Governmental Unit or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Governmental Unit (provided nothing herein shall be construed to limit the right of the Governmental Unit to judicially determine if it is permitted to make indemnity arising under Section 2.02(e) hereof) or the Governmental Unit shall deny that it has any or further liability or obligation hereunder; (f) A petition is filed against the Governmental Unit under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such filing; 31 (g) The Governmental Unit files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; (h) The Governmental Unit admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Governmental Unit or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days; (i) An "Event of Default" of the Commission under the Indenture or the Credit Facility Agreement shall have occurred and the Bonds shall have been accelerated pursuant to the provisions of the Indenture. As used in this subparagraph (i), an "Event of Default" shall only include Events of Default of the Commission not caused solely by a default of another Governmental Unit; (j) The Governmental Unit shall be in default in the payment of any principal of or interest on any obligation for borrowed money or for the deferred purchase price of any property or asset (unless the failure to make payment of such deferred purchase price, is consequent upon a contest or negotiation being diligently pursued and in connection with which adequate reserves have been established) or on any obligation guaranteed by the Governmental Unit or in respect of which it is otherwise contingently liable beyond any period of grace stated with respect thereto in any such obligation or in any agreement under which any such obligation is created, or shall default in the performance of any agreement under which any such obligation is created if the effect of such default is to cause such obligation to become, or to permit any holder or beneficiary thereof, or a trustee or trustee on behalf thereof, with notice if required, to declare such obligation to be, due prior to its normal maturity, and any of the foregoing may (in the reasonable judgment of the Commission, the Trustee, the Credit Facility Provider or the Bank) have a material adverse effect on the ability of the Governmental Unit to perform its obligations hereunder. Notwithstanding the foregoing, any such payment must be for an amount at least equal to $250,000 or the debt or the obligation of the Governmental Unit must have been accelerated and be considered due and payable and be in an amount at least equal to $250,000. SECTION 8.02. NOTICE OF DEFAULT. The Governmental Unit agrees to give the Trustee, the Credit Facility Provider, the Bank and the Commission prompt written notice if any petition, assignment, appointment or possession referred to in Section 8.01(0, 8.01(g) or 8.01 (h) is filed by or against the Governmental Unit or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage of time or the giving of notice would constitute an Event of Default, immediately upon becoming aware of the existence thereof. 32 SECTION 8.03. REMEDIES ON DEFAULT. Whenever (i) any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Trustee, but only with the consent or at the direction of the Credit Facility Provider (if the Credit Facility is a letter of credit), shall in addition to any other remedies by law provided or available in equity, have the right, at its option without any further demand or notice, to exercise one or more of the following remedies: (a) Declare all Loan Payments of the Governmental Unit, in an amount equal to the Optional Prepayment Price applicable on the date of payment, and all other amounts due hereunder, to be immediately due and payable, and upon notice to the Governmental Unit the same shall become immediately due and payable by the Governmental Unit without further notice or demand. Notwithstanding the foregoing in the case of an Event of Default under Section 8.01(i) hereof, no Loan Payments of the Governmental Unit shall be due and payable until the earlier of (i) 180 days after the occurrence of such Event of Default or (ii) the expiration date, of the Credit Facility Agreement. (b) Take whatever other action at law or in equity may appear necessary or desirable to collect then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. SECTION 8,04. ATTORNEYS' FEES AND OTHER EXPENSES. The Governmental Unit shall on demand pay to the Commission, the Trustee, the Credit Facility Provider and the Bank, the reasonable fees and expenses of attorneys and other reasonable expenses incurred by any of them in the collection of Loan Payments or any other sums due or the enforcement of performance of any other obligations of the Governmental Unit upon an Event of Default. The provisions of this Section 8.04 shall survive the termination of this Loan Agreement and the payment in full of the Governmental Unit's obligations hereunder. SECTION 8.05. NO REMEDY EXCLUSIVE; WAIVER, NOTICE, No remedy herein conferred upon or reserved to the Commission, the Credit Facility Provider, the Bank or the Trustee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Commission, the Credit Facility Provider, the Bank or the Trustee to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice other than such notice as may be required in this Article VIII. SECTION 8.06 ACCELERATION OF LOAN. The Governmental Unit understands and agrees that the program of the Commission is designed to maintain the lowest overall cost to the Governmental Units participating in the program. In connection with the foregoing and notwithstanding any provision of this Agreement to the contrary, if in the connection with the negotiation of the extension of any Credit Facility or Liquidity Facility then in effect or in connection with the obtaining of an Alternate Credit Facility or an Alternate Liquidity Facility, the Commission 33 is informed that the continued participation of the Governmental Unit under the terms and conditions in effect at such time will either cause (i) the provider of the Credit Facility or Liquidity Facility then in effect not to extend in accordance with the terms and conditions then in effect or (ii) will cause the provider of any Alternate Credit Facility or Alternate Liquidity Facility not to agree to provide such Alternate Credit Facility or Alternate Liquidity Facility or (iii) in the case of either (i) or (ii) above, to extend or provide such Credit Facility, Liquidity Facility, or Alternate Credit Facility or Alternate Liquidity Facility on terms and conditions (including costs) which in the opinion of the Commission are not as favorable as those currently in effect, unless in either (i), (ii) or (iii) above, the Commission is able to obtain an Alternate Credit Facility or Alternate Liquidity Facility on terms more favorable than the existing Credit Facility or Liquidity Facility, which will produce a lower overall cost to all Governmental Units notwithstanding the fact that such changes are not made, the Commission, upon a separate vote of the Commission, may accelerate the Loan of the GovernrnentaI Unit effective on a date not earlier than two (2) years after such determination by the Commission. Upon such date of acceleration the Loan of the Governmental Unit, an amount equal to the Optional Prepayment Price applicable on the date of payment, and all other amounts due thereunder, shall be immediately due and payable. 34 ARTICLE IX MISCELLANEOUS SECTION 9.01. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the following addresses: The Commission: Sunshine State Governmental Financing Commission Post Office Box 15468 Tallahassee, Florida 32317-5468 Attention: Program Administrator The Governmental Unit: City of Miami, Florida 444 SW 2" Avenue, 6th Floor Miami, Florida 33130 Attn: Finance Director The Trustee: Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor Mailstop NYC60-2715 New York, New York 10005 Attn: Trust and Securities Services (Municipal Group) Credit Facility Provider: Ambac Assurance Corporation One State Street Plaza New York, New York 10004 The Bank: With a copy to: Dexia Credit Local New York Agency 445 Park Avenue New York, New York 10022 Attn: Letter of Credit Department Dexia Credit Local New York Agency 445 Park Avenue New York New York 10022 Attn: Vice President, Public Finance Department 35 The Paying Agent: Moody's: Deutsche Bank Trust Company Americas 60 Wall Street, 27tk' Floor Mailstop NYC60-2715 New York, New York 10005 Attn: Trust and Securities Services (Municipal Group). Moody's Investors Service 99 Church Street New York, New York 10007 Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.02. BINDING EFFECT. This Loan Agreement shall inure to the benefit of and shall be binding upon the Commission and the Governmental Unit and their respective successors and assigns. SECTION 9.03. SEVERABILITY. In the event any provision of the Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.04. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended by the Commission and the Governmental Unit as provided in the Indenture; provided, however, that no such amendment shall be effective unless it shall have been consented to in writing by the Trustee, the Credit Facility Provider and the Bank. SECTION 9.05. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 9.06, APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the law of the State of Florida. SECTION 9.07. BENEFIT OF BONDHOLDERS, CREDIT FACILITY PROVIDER AND BANK; COMPLIANCE WITH INDENTURE. This Loan Agreement is executed in part to induce the purchase by others of the Bonds, the issuance by the Credit Facility Provider of the Credit Facility and the issuance by the Bank of the Liquidity Facility. Accordingly, all covenants, agreements and representations on the part of the Governmental Unit and the Commission, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds, the Credit Facility Provider and the Bank. The Governmental Unit covenants and agrees to do all things within its power in order to comply with and to enable the Commission to 36 comply with al] requirements and to fulfill and to enable the Commission to fulfill all covenants of the Indenture. SECTION 9.08. CONSENTS AND APPROVALS. Whenever the written consent or approval of the Commission shall be required under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Representative of the Commission or such other additional persons provided by law or by rules, regulations or resolutions of the Commission. SECTION 9.09. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF COMMISSION AND GOVERNMENTAL UNIT. No recourse shall be had for the payment of the principal of or premium or interest hereunder or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Loan Agreement against any past, present or future officer, member, employee, director or agent of the Commission as such, either directly or through the Commission, the Governmental Unit, or respectively, any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, employees, directors or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 9.10, CAPTIONS. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of sections of this Loan Agreement. SECTION 9.11. NO PECUNIARY LIABILITY OF COMMISSION. No provision, covenant or agreement contained in this Loan Agreement, or any obligation herein imposed upon the Commission, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision of the State or any public corporation or governmental agency existing under the laws thereof other than the Commission. In making the agreements, provisions and covenants set forth in this Loan Agreement, the Commission has not obligated itself except with respect to the application of the revenues, income and all other property as derived herefrom, as hereinabove provided. SECTION 9.12. PAYMENTS DUE ON HOLIDAYS. If the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than on a Business Day such payments may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement. 37 IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this Loan Agreement to be executed in its corporate name through its Board of Directors, with its corporate seal hereunto affixed and attested by its duly authorized officers and City of Miami, Florida has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date first above written. SUNSHINE STATE GOVERNMENTAL (SEAL) FINANCING COMMISSION ATTEST: By: By: Secretary -Treasurer Chairman 38 (SEAL) ATTESTED BY: By: City Clerk Approved as to form and legality this day of , 2007. By: City Attorney LOAN AGREEMENT CITY OF MIAMI, FLORIDA By: Title: City Managerr 39