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HomeMy WebLinkAboutPre-LegislationCity of Miami Legislation Resolution: R-10-0264 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 10-00831 Final Action Date: 6/24/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO SIGN DOCUMENTS IN CONNECTION WITH THE REFINANCE OF THE SECTION 108 LOAN FROM THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LOAN B-90-MC-12-0013, RELATING TO SOUTHEAST OVERTOWN PARK WEST; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE NECESSARY DOCUMENTS, IN SUBSTANTIALLY THE ATTACHED FORM(S), FOR SAID PURPOSE. WHEREAS, on May 17, 2000, the City of Miami ("City") Department of Community Development entered into a Section 108 Loan Agreement with the United States Department of Housing and Urban Development ("U.S. HUD"); and WHEREAS, on May 19, 2010, U.S. HUD informed the City that it is in the process of refinancing the Section 108 Loan, that will result in projected interest rates from 0.72% to 2.42% and approximately $400,000 in savings for the City in interest payments from August 1, 2010 to August 1, 2014; and WHEREAS, the annual interest payment for said loan would have been 8.91% for the year ending August 1, 2011; 8.93% for the year ending August 1, 2012; 8.98% for the year ending August 1, 2013; and 9.03% for the year ending August 2014 in the absence of refinancing; and WHEREAS, on June 16, 2010, the City received notification from U.S. HUD that the refinancing documents would need to be executed and returned to U.S. HUD by July 2, 2010; and WHEREAS, the Administration recommends authorizing the City Manager to sign an agreement(s), in substantially the attached form(s), in connection with the refinance of the Section 108 Loan; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORI DA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized {1} to sign documents in connection with the refinance of the Section 108 Loan from U.S. HUD Loan B-90-MC-12-0013, relating to Southeast Overtown Park West. Section 3. The City Manager is authorized {1} to execute the necessary documents, in substantially the attached form(s), for said purpose. City of Miami . Page 1 of 2 File Id: 10-00831 (Version: 1) Printed On: 6/27/2012 File Number: 10-00831 Enactment Number: R-10-0264 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id: 10-00831 (Version: 1) Printed On: 6/27/2012 2010 PO transmit ent refinance-defease 6-4-LO generic U.S..DLPARTNIIsNT OF (HOUSING .\N1) URBAN DEVELOPMENT WASHINGTON, D.C. 20-110-7000 .•YF!CE OF .r11r. f.1::: rANT ::E1'M11:TARY FOP tC!W11!11TY r LANN I:IG AND 1 F.'%!I..JI'NENT June 14, 2010 Dear Sir or Madam: 14BeCifingil Olfit *I Mood ;: 4,,•'/ :W, w o nn:4;, ,i 5.:;.1�:'A,'�li,:s :Rnt JUN 16 2010 ' S I)1. . �3 .a isV vl oL!2 Enclosed are documents related to the pending public offering of trust certificates guaranteed under Section 108 of the Housing and Community Development Act of 1974, as amended. The public offering date is firm for July 21, 2010, except for adverse market conditions. The offering will be underwritten by: (i) UBS Investment Bank, (ii) Bank of America Merrill Lynch, and (iii) Credit Suisse Securities (USA) LLC. Capitalized terms used in this letter are more hilly defined in the enclosed documents. Even though the public offering will not be held until July 21, 2010, it is necessary that HUD receive the properly executed documents from you by close of business on July 2, 2010.. We must verify that we have all documents from all Borrowers, and that they are satisfactory, before pricing and before we can sign the Underwriting Agreement. [f we do not receive the documents from you by July 2, your note will not be included in the public offering on July 21. This underwritten public offering will be conducted pursuant to legislation which permits the Department of Housing and Urban Development ("HUD") to guarantee trust certificates that are backed by a trust composed of notes or other obligations guaranteed under Section 108. Your note will be included in such a trust, together with the notes of other participating Borrowers. The enclosed public offering documents, which must be executed by the authorized representative of the Borrower identified iti its counsel's legal opinion, are the Promissory Note ("Note") and the Contract for Loan Guarantee.Assistance ("Contract"). The opinion of counsel .to the Borrower is required pursuant to paragraph 4(b) of the Contract; a model opinion with attached instructions is also enclosed for the guidance of counsel. If the Borrower previously executed .interim financing documents and is not receiving funds for new activities (i.e., activities not covered by the existing Contract) at this offering, no new additional security Contract provisions are required for this offering; the Contract incorporates the previous additional security provisions. As noted in paragraph 15 of the enclosed Contract, the proceeds from the Note will be deposited into a defeasance account and will be used solely to prepay an outstanding promissory note that was included in a previous public offering. You will be required to remit, in accordance with the instructions referenced below, the scheduled principal and interest payment next due under the previously issued note. This amount will also be deposited into the defeasance account. After it is executed by the Borrower and returned to HUD, the Note (which is not effective until guaranteed by HUD at the closing of the public offering) will be delivered by 1-IUD to The Bank of New York Mellon, as Trustee, two days before the public offering date and will be held in trust. At closing, the Trustee will issue a single, separate certificate for each Principal Due Date specified in the Note. Each such certificate shall specify the applicable pass - through interest rate, which rate(s) will also be entered in Schedule P&I attached to the Note for the applicable Principal Due Dates. The interest rate will be established for each trust certificate at pricing by the underwriters one week before the public offering date. The Aggregate Principal Amount of the Note shall be repaid in accordance with the Schedule P&I attached thereto. Interest will accrue on each Principal Amount at the pass - through interest rate on the related trust certificate, payable on the applicable Interest Due Date (each February 1 or August 1, beginning February 1, 201 1), through the Principal Due Date on the schedule attached to the Note (which dates correspond to the related distribution dates of payments to investors on the trust certificates). Each interest payment will consist of the aggregate of the interest amounts accrued to the applicable date on the entire principal balance of the Note. However, all payments on the Note are actually due to the Trustee on the Note Payment Date seven Business Days before the applicable Interest Due Date or Principal Due Date. This is necessary to enable the Trustee to aggregate the payments and direct them to the proper investors, and also to enable HUD to honor its Guarantee by making payment on behalf of the Borrower from pledged grant funds if necessary. You will be notified by the Trustee of the amount of the required payment one month before each Note Payment Date. The Note and Contract reference the Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement, both of which are enclosed. Pursuant to the Contract, the Borrower consents to the selection of The Bank of New York Mellon as Trustee and agrees to the terms of the public offering, including the Trust Agreement. The Trust Agreement principally sets forth duties and responsibilities of the Trustee, but certain provisions of interest to borrowers are included, including compensation and indemnification of the Trustee, which is secured only by the security specified in paragraph 5 of the Contract. The Fiscal Agency Agreement and Trust documents are enclosed for your reference; please do not return them to HUD. The Contract provides when and how payment of the costs (fees) of the public offering is to be made. The final amount of the costs will not be known until the week before the public offering date. We will notify you of the amount at that time. The enclosed form for wire transfer of funds provides the information that you will need to remit the costs of the public offering as well as the scheduled P&I payment on the previously issued note. These funds must be remitted no later than July 20, 2010. 3 Return the executed documents and the legal opinion by July 2, 2010 to: U.S. Department of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 Seventh St., S.W., Room 7180 Washington, D.C. 20410 If you have any questions regarding this letter, please contact either myself or Jason Triplett at (202) 708-1871, or send an email to paul.webster@hud.gov and jason.t.triplett@uhud.gov (please be sure to copy both addresses). If your counsel has any questions about preparation of the legal opinion(s), please have them contact Evelyn Wrin or Carey Whitehead of our Office of General Counsel at (202) 402-5220 or (202) 402-3106, respectively, or by email at evelyn.m.wrin@hud.gov and carey.c.whitehead@hud.gov. Sincerely, Paul Webster Director Financial Management Division Enclosures Fixed Rate Note 2010-A 2030 4-8-10 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fixed Rate Note for Series 2010-A Certificates BORROWER: Miami, FL NOTE NO. B-90-MC-12-0013 REGISTERED HOLDER: DATE: THE BANK OF NEW YORK MELLON AGGREGATE PRINCIPAL AMOUNT: $ 2,300,000 For value received, the undersigned, the City of Miami (the "Borrower," which term includes any successors or assigns), a public entity or agency organized and existing under the laws of the State (or Commonwealth, if applicable) of Florida, promises to pay to the order of THE BANK OF NEW YORK MELLON, as Registered Holder (the "Holder," which term includes any successors or assigns), the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein, together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below. The Holder is acting hereunder on behalf of a trust (the "Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development (the "Secretary") and Chemical Bank (now known as The Bank -of New York Mellon), as trustee (the "Trustee"), dated as of January 1, 1995, as amended (the "Trust Agreement"), as supplemented by the applicable Supplement to the Trust Agreement, by and between the Secretary and the Trustee. A. Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date, the "Principal Due Date" for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or, if applicable, to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs. The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August 1 of each year (each, an "Interest Due Date"), commencing on February 1, 2011, until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. B. Optional Redemption Certain Principal Amounts indicated as being eligible for Optional Redemption on the Schedule P&I hereto maybe paid, in whole or in part, at the option of the Borrower as of any Interest Due Date on or after the date specified in such Schedule (an "Optional Redemption"). In order to elect an Optional Redemption of a redeemable Principal Amount, the Borrower shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of which the Borrower intends to redeem the Principal Amount. The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary. Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid. C. Additional Definitions For purposes of this Note, the following terms shall be defined as follows: "Business Day" shall mean a day on which banking institutions in New York, New York, are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. If any payment (including a payment by the Secretary) isrequired to be made on a day that is not a Business Day, then payment shall be made on the next Business Day. "Contract" shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto, between the Secretary and the Borrower, the designated public entity named therein (if applicable), or the State named therein (if applicable), which refers to and incorporates this Note by the number hereof. D. Borrower's Timely Payment to Trustee Notwithstanding anything contained in this Note, the Borrower, in accordance with the Contract, shall be required to make all payments of interest and principal, including any Optional Redemption payments, directly to the Trustee on the seventh Business Day prior to the appropriate Interest Due Date, Principal Due Date or date of Optional Redemption, as applicable. E. Interest on Late Payments If a payment of principal or interest herein provided for has not been duly received by the Holder from either the Borrower or the Secretary by the close of business on the applicable Interest Due Date or Principal Due Date, interest shall accrue on the amount of such payment at the applicable interest rate or rates payable on this Note, from the relevant due date until the date such payment is made. Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. 2 F. Applicability of Fiscal Agency Agreement and Trust Agreement This Note and payments made hereunder shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement. The terms and provisions of the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement. The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, between the Secretary and The Chase Manhattan Bank (now known as The Bank of New York Mellon), as Fiscal Agent (the "Fiscal Agency Agreement") provides for JPMorgan Chase Bank, acting as Fiscal Agent -to perform certain duties, including the duties of registrar for this Note until this Note is canceled or a new registrar appointed in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for the Trustee to perform certain duties, including the duties of paying agent and collection agent for this Note until a new Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note. G. Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and inaccordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract, to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment of principal on the applicable Principal Due Dates and of interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act. H. Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due to the Trustee hereunder. On any Interest Due Date on or after the first permissible Optional Redemption Date, if either (i) a Borrower defaults on the payment of any interest or Principal Amount when due or (ii) the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph, then the Secretary may, but is not obligated to, make an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such Interest Due Date. The Secretary shall give notice of such payment on the fourteenth Business Day preceding such Interest Due Date and shall make such payment on the seventh Business Day preceding such Interest Due Date. In the event that any such acceleration payment is made from sources other 3 than funds pledged by the Borrower as security under the Contract (or other Borrower funds), the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in this paragraph shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. In addition, the Secretary may declare the Borrower in default under this Note if the Secretary makes a final decision in accordance with the provisions of 24 CFR § 570.913 (or any successor regulation thereof), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with Title I of the HCD Act. Following the giving of such reasonable notice, the Secretary may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretary's final decision. I. Holder's Reliance on Guarantee Following a default by the Borrower under the terms of this Note, the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee. The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary, and the Holder shall not be responsible for the preparation, contents or administration of such instruments and agreements, or for any actions taken in connection with such instruments and agreement. The Holder, to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note. J. Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower. No such amendment shall reduce, without the prior written consent of the Holder of this Note, in any manner the amount of, or delay the timing of, payments required to be received on this Note by the Holder or Trustee, including Guarantee Payments. K. Waivers The Borrower hereby waives any requirement for presentment, protest or other demand or notice with respect to this Note. The Borrower hereby waives notice of default and opportunity for hearing for any failure to make a payment when due. L. Delivery and Effective Date This Note is deemed issued, executed, and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act, effective as of the date of the Secretary's Guarantee. 4 M. Borrower Specific Provisions [This space intentionally left blank] 5 THE UNDERSIGNED, as an authorized official of the Borrower, has executed and delivered this Note. Miami, Florida BORROWER BY: (Signature) (Name) (Title) 6 SCHEDULE P&I Note No. B-90-MC-12-0013 Borrower: Miami, Florida Principal Amount Principal Interest Rate Optional Redemption Available Due Date YES NO $ 500,000 August 1, 2011 X $ 550,000 August 1, 2012 X $ 625,000 August 1, 2013 X $ 625,000 August 1, 2014 X $ August 1, 2015 X $ August 1, 2016 X $ August 1, 2017 X $ August 1, 2018 X $ August 1, 2019 X $ August 1, 2020 X $ August 1, 2021 X $ August 1, 2022 X $ . August 1, 2023 X $ August 1, 2024 X $ August 1, 2025 X $ August 1, 2026 X $ August 1, 2027 X $ August 1, 2028 X $ August 1, 2029 X $ August 1, 2030 X $ 2,300,000 = Aggregate Principal Amount Principal Amounts due on or after August 1, 2021, for which Optional Redemption is available may be redeemed, subject to the terms contained herein and in the Trust Agreement, on any Interest Due Date on or after August 1, 2020. U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S.C. §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee Assistance ("Contract") is entered into by the City of Miami as Borrower (the "Borrower"), and the Secretary of Housing and Urban Development ("Secretary"), as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development .Act of 1974, as amended. (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-90-MC-12-0013, in the Aggregate Principal Amount bf $2,300,000,and any amended note or note issued in substitution for such note and having the same note number (the "Note"). This is one of multiple Contracts under the Funding Approval ("Commitment") of the same number, which was approved by. the Secretary on September 26, 1990. Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds." The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein).is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee are. sometimes collectively referred to as the "Fiscal Agent/Trustee." PART I A. The Note. The Note is payable to the Trustee as Registered Holder. On the Public Offering Date, it is expected that trust certificates backed. by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters. The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the 2 Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee .and sale to the Underwriters at the closing on the Public Offering Date. The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements. After the Public Offering Date, the Borrower agrees, that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts. B. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates). In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements. C. Prior Contracts. As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract). Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15. or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof. 3 PART II 1. Receipt, Deposit and Use of Guaranteed Loan Funds. (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established .and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds. Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a). Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10. hereof, held in the Guaranteed Loan Funds Investment Account. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities. In no event shall the investments mature on or after N/A , or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account. The Guaranteed Loan Funds Investment Account need .only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations. Such Letter 4 Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to, the Guaranteed Loan Funds Account. All funds in the Guaranteed Loan Funds Account or the •Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A . Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract. (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and.a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest -in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 2.. Payments Due on Note. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3:00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note). If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. Upon final payment of .all amounts due to Holders under the Note, including .any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary. Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note 5 to the Borrower in discharge of the Borrower's obligations under the Note. 3. Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract. 4. Payments Due Fiscal Agent or Trustee; Documents to the Secretary. (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as. approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3.11 and 7.01 thereof. In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date.. (b) The Borrower shall submit to the Secretary not later than twelve '(12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that: (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and'the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the .pledge of funds pursuant to 24 CFR §570.705(b) (2) and paragraph 5(a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract.. In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e.g., paragraph 5(c), or paragraph 15, et seq.), at the time required thereby. (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business'Days of the Public Offering 6 Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract..(including paragraph 4(b)) to be submitted before the Public Offering Date. By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the'Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract. (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or .any indemnification by the Borrower from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq., of this Contract. 5. Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108(q). (b) Program income, as defined at 24 CFR 570.500(a)(or any successor regulation), directly generated from the use of the Guaranteed Loan Funds. (c) Other security as described in paragraph 15, et seq., or incorporated herein by paragraph D hereof, as applicable. (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract. 6. Loan Repayment Account. (a) All amounts pledged pursuant to paragraphs.5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds. The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter 7 Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph .10 hereof. All temporary investments, whether or not required as above, .shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account. .(b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Loan Repayment and 8 Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any -other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 7. Use of CDBG, EDI or BEDI Funds for Repayment. Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10. Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible project(s) and activities financed by the Note may also be used therefor; any other use of Section 1.08(q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U.S. Treasury for such purposes. 8. Secretary's Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by 'the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due. This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants,.by limiting the Borrower's ability.to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge. 9: Secretary's Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower. 9 10. Defeasance. For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note. The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and.the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note. "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of,.or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000. 11. Default. (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to: (i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents. (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a). (c) In addition to Defaults under paragraph 11(a), the 10 Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570.913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act. Notwithstanding .any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account. 12. Remedial Actions. Upon a .Default or declaration of Default under this Contract, the Secretary. may, in the Secretary's sole discretion, take any or all of the following remedial actions: (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee. as result of the Borrower's Default. (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant •approvals for the Borrower under Sections 108 and/or 106 of the Act. (c) The Secretary may direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan"Funds Account"or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account. (d) With respect to amounts subject to Optional Redemption, the 11 Secretary may accelerate the Note. (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default. (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon confirmed receipt. The Secretary: U.S. Dept. of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washington, DC 20410 Borrower: City of Miami Attention: George Mensah, Director Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 13. Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D, 5, or any Special Conditions of this Contract, as applicable. Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements. 1.2 14. Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on May 31, 1990.under the Funding Approval for grant number to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 57.0, as provided in Subpart M thereof. 15. Special Conditions and Modifications: (a) The Guaranteed Loan Funds shall be used only to prepay principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-90-MC-12-0013, dated February 1, 1995. The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note. .The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account. Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date. In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5:(.a) of this Contract or funds. restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower. (b) Additional Grounds for Default. Notice of Default. Restriction of Pledged Grants. Availability of Other Remedial Actions. (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September .30, 2010 to: (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted,. prepay) the full amount outstanding on the Note. The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole. discretion) determines that Pledged Grants are unlikely to be available for either of such 13 purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii) and (iii) below (without notice or hearing, which the Borrower expressly waives). (ii) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants. (iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12. This paragraph (iii) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12. (iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above. [Rest of Page Intentionally Left Blank] 14 THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraph 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary). The City of Miami, Florida BORROWER BY: Signature) (Name) (Title) (Date) SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY: (Signature) Yolanda Chavez (Name) Deputy Assistant Secretary for Grant Programs (Title) (Date) U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S.C. §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee Assistance ("Contract") is entered into by the City of Miami as Borrower (the "Borrower"), and the Secretary of Housing and Urban Development ("Secretary"), as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-90-MC-12-0013, in the Aggregate Principal Amount of $2,300,000,and any amended note or note issued in substitution for such note and having the same note number (the "Note"). This is one of multiple Contracts under the Funding Approval ("Commitment") of the same number, which was approved by the Secretary on September 26, 1990. Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all such amounts are. collectively referred to herein as the "Guaranteed Loan Funds." The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee are sometimes collectively referred to as the "Fiscal Agent/Trustee." PART I A. The Note. The Note is payable to the Trustee .as Registered Holder. On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters. The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the 2 Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date. The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements. After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts. B. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates). In addition, by execution hereof the Borrower ratifies.. and consents to the Secretary's selection of the Fiscal Agent/Trustee and .agrees to the respective terms of the Fiscal Agency/Trust Agreements: C. Prior Contracts. As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by -this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract). Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in .addition to the security identified in paragraphs 5.(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof. 3 PART II 1. Receipt, Deposit and Use of Guaranteed Loan Funds. (a) Except for fees and charges deducted on the •Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds. Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a). Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in .paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities. .In no event shall the investments mature on or after N/A , or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial .institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account. The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations. Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments'shall be returned to the Guaranteed Loan Funds Account. All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A . Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract. (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 2 Payments Due -on Note. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3:00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note). If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary. Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note 5 to the Borrower in discharge of the Borrower's obligations under the Note. 3 Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in .advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract. 4 Payments Due Fiscal Agent or Trustee; Documents to the Secretary. • (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of -the -customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3.11 and 7.01 thereof. In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date.. (b) The Borrower shall submit to the .Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary -from the Borrower's counsel to the effect that: (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR §570.705(b)(2) and paragraph 5(a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract. In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e.g., paragraph 5(c), or paragraph 15, et seq.), at the time required thereby. (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of -,the Public Offering 6 Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date. By execution and delivery of this Contract to the Secretary, -the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract. (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of feds or charges, reimbursement of expenses, or any indemnification by the Borrower from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq.,-of this Contract. 5. Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108(q).. (b) Program income, as defined at 24 CFR 570.500(a) (or any successor regulation), directly generated from the use of the Guaranteed Loan Funds. (c) Other security as described in paragraph 15, et seq., or incorporated herein by paragraph D hereof, as applicable. (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract. 6. Loan Repayment Account. (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts .are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1).and shall be maintained for such pledged funds. The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged• pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter 7 Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof.. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account. (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their .assignments in the Loan Repayment .Investment Account, for any month in which there are funds in such Accounts. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to -the Loan Repayment and 8 Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 7. Use of CDBG, EDI or BEDI Funds for Repayment. Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10. Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible project(s) and activities financed by the Note may also be used therefor; any other use of Section 10:8.(q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U.S. Treasury for such purposes. 8. Secretary's Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of. this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due. This restriction may be given effect by conditioning the restricted.amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge. 9. Secretary's Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower. 9 10. Defeasance. For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note. The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note. "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on. direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000. 11 Default. (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to: (i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future .amendments, modifications, restatements, renewals, or extensions of any such documents. (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a). (c) In addition to Defaults under paragraph 11(a), the 10 Secretary may declare the. Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570.913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act. Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account. 12. Remedial Actions. Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions: (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (ii.i) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment .as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default. (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower under Sections 108 and/or 106 of the Act. (c) The Secretary may direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals. from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account Dr the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account. (d) With respect to amounts subject to Optional Redemption., the 11 Secretary may accelerate the Note. (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default. (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon confirmed receipt. The Secretary: U.S. Dept. of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washington, DC 20410 Borrower: City of Miami Attention: George Mensah, Director Community Development 444 S.W. 2nd Avenue Miami, FL'33130-1910 13. Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D, 5, or any Special. Conditions of this Contract, as applicable. Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements. 12 14. Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on May 31, 1990 under the Funding Approval for grant number to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof. 15. Special Conditions and Modifications: (a) The Guaranteed Loan Funds shall be used only to prepay principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number .B-90-MC-12-0013, dated February 1, 1995. The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note. The Borrower agrees.to pay to the'Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account. Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date. In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant. to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower. (b) Additional Grounds for Default. Notice of Default. Restriction of Pledged Grants. Availability of Other Remedial Actions. (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to: (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note. The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such 13 purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii) and (iii) below (without notice or hearing, •which the Borrower expressly waives). (ii) Upon written notice from the Secretary to the Borrower .at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants. (iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12. This paragraph (iii) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12. (iv) A11 notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above. [Rest of Page Intentionally Left Blank] 14 THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary). The City of Miami, Florida BORROWER BY: (Signature) (Name) (Title) (Date) SECRETARY OF HOUSING AND URBAN .DEVELOPMENT BY: (Signature) Yolanda Chavez (Name) Deputy Assistant Secretary for Grant Programs (Title) (Date) po opinion ent 6-4-10 SECTION 108-GUARANTEED LOANS: MODEL LEGAL OPINION FOR SERIES 2010-A PUBLIC OFFERING [July 2010] [This model for use only by counsel to CDBG entitlement grantees NOT using a designated public agency to issue the guaranteed Note, and which are not participating in a CDBG States' Program for nonentitlement areas] [Please review instructions following opinion Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam: The undersigned, being duly licensed and in good standing to' practice law in the State [Commonwealth] of is legal counsel to the [City, County, etc.] of ("Borrower"). As such, I [we] have represented the Borrower regarding that certain promissory note, referred to as Note No. [See , in the Aggregate Principal Amount of $ instruction 5 below] ("Note"), to be executed by the Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U.S.C. 5308 ("Section 108"). The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD. HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the Borrower and HUD (the "Contract"), in which the Borrower pledges Community Development Block Grants pursuant to 24 CFR 570.705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee. In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of .fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth. Specifically, and without limiting the generality of the foregoing, I [we] have. examined: 1. [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth]] [optional] 2. [Cite applicable provisions of Charter and Ordinances of the Borrower] [optional] 3. A Resorution of the governing body of Borrower dated authorizing Borrower to enter into this transaction, and authorizing [Insert naive or title of official authorized to execute Note and Contract], to execute on behalf of Borrower all documents necessary or desirable to accomplish the transaction. 4. The Contract 5. The Note 6. The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering. Based on the foregoing investigation and authorities, I am [we are] of the opinion that: 1. Borrower has authorized in accordance with [the cited] [applicable] State and local law, the transaction, including issuance of the Note, the pledge of grant funds, and the execution of all documents necessary or desirable to accomplish the transaction. 2. Borrower has authorized (Insert name of authorized official(s) who executed Note and Contract] , in [his, her] capacity(ies) as [Insert title of authorized official(s)] to execute the Contract, the Note and all other documents necessary or desirable to accomplish the transaction. 3. The Note and the Contract have been duly executed by the aforementioned authorized representative[s] of the Borrower, and upon delivery thereof,due execution of the Contract and Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower. 4. The pledge of present and future Community Development Block Grants by the Borrower pursuant to 24 CFR 570.705(b)(2) and the Contract is valid. 5. There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding, investigation or litigation by or against the Borrower that will affect the validity of the Note or the security therefor. Sincerely, 2 po opinion ent 6-4-10 INSTRUCTIONS [The model opinion and instructions are available electronically from HUD. Contact your HUD program office representative in the Financial Management Division or one of the attorneys listed at the end of the instructions.] 1. Opinions must be signed by an attorney licensed to practice and in good standing in the applicable. State or Commonwealth: The attorney shall issue the opinion on behalf of a private firm or local government legal officer or office that represented the CDBG grantee/section 108 Borrower in the transaction, and it must be on the firm or office's letterhead. If issued by a firm, the opinion must be signed on behalf of the firm by a partner or with the firm name as authorized by the firm. If issued by a government legal officer or office, the opinion must be signed by the officer, the head of the legal office, or by a senior lawyer with authority to bind the office. The appropriate plural [bracketed] pronouns in the attached model should be used for opinions signed on behalf of multi -lawyer firms or offices. 2. The language marked "optional" in paragraphs 1 and 2 at the bottom of page one of the attached model, including citations, is recommended to evidence thoroughness and to enhance the credibility of the opinion, but it can be omitted in the judgment of the attorney rendering the opinion. However, citing the applicable authorizing resolution of the local governing body is required. Of course, should facts or legal authorities come to HUDD's attention that call an opinion into question, HUD reserves the right to reject, or require such revision to, any opinion, as HUD in its sole discretion may determine. 3. The local counsel's opinions are based upon the requirements of paragraph 4(b) of the Contract and are in support of a HUD opinion given at closing for the public offering, as required by the Underwriting Agreement between HUD and the underwriters. The use of the model opinion without substantial change is strongly encouraged to permit HUD staff to accept and rely on the opinion on its face, without time-consuming call-backs, investigation, and revision. Conditions and qualifying language in legal opinions require specific review by HUD legal staff, may tend to slow processing of the loan guarantee documentation, and are generally discouraged, unless they are essential in a particular case. However, qualifications which exclude the validity of, or the authority for, execution of the documents on behalf of the Borrower from the coverage of the opinion, assume the.validity of such execution, or exempt the signatory attorney from knowledge of the validity of the execution, are not acceptable. HUD deals nationally with many cities, counties, and other public bodies, and cannot independently verify the authority of officials of those entities: Borrowers counsels' opinions covering proper execution serve as an important check on such validity. While not a cause for rejection of an opinion per se, it is not necessary to qualify an opinion by stating that enforceability of the documents may be .limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar general.laws or equity principles relating to or affecting creditors' rights or providing remedies for the relief of debtors, or that the availability of specific performance or injunctive relief in aid of enforcement of the documents may be limited by equitable rights and defenses. HUD is aware that there may be exceptions to the enforceability of its rights as a creditor based on generally applicable laws and equitable principles; that is why HUD regards the pledge of present and future CDBG grants, which are controlled by HUD, as the principal security for repayment of the notes. The purpose of the legal opinions is not -to get an attorney to act as insurer of the absolute enforceability of the documents but rather to require that there has been legal review adequate to assure proper authorization and execution of the Note and related documents by the proper parties under State and local law. 4. Separate models are available from HUD for transactions in which a CDBG grantee is using a designated public agency to issue the Note and receive the proceeds thereof on its behalf. Similarly, separate models are available for nonentitlement grantees and their States, where a State —administered CDBG nonentitlement -recipient is issuing the section 108-guaranteed Note. If.you are involved in one of the foregoing transactions, please obtain the appropriate model from the program office (see paragraph 7 below). The Borrower is not required to execute the Trust Agreement or the Amended and Restated Master Fiscal Agency Agreement; those documents are incorporated by reference in the Contract and the Note, and the Borrower agrees to the terms of those documents by executing the Contract and the Note.. Copies of the Amended and Restated Master Fiscal Agency Agreement, Trust Agreement, and the form of Supplement to the Trust Agreement to be executed on behalf of the Secretary at closing on the Public Offering Date should have been included in the package of documents transmitted to the Borrower by HUD. If they were not, and if you have not previously reviewed them, please contact the CPD Financial Management Division phone number at the end of these instructions for copies, if necessary. The Trust.Agreement and the Amended and Restated Master Fiscal Agency Agreement have not changed since the last public offering, and no significant change is anticipated in the Supplement to the Trust Agreement except for dates and the schedules of the obligations covered by the Supplement. 5. The attorney should assure that the legal name of the Borrower in the Note and the Contract is correct and should 2 notify HUD if it is not. The note number to be inserted in the opinion in the first paragraph appears in the heading of the Note. The Aggregate Principal Amount to be inserted also appears in the heading of the Note and at the end of the Schedule P&I attached to the Note (these should agree). [Background - Unlike Section 108 interim (variable -rate) financing, the entire Aggregate Principal Amount of the Note will be disbursed at closing on the. Public Offering Date, as applicable: (i) to pay off interim financing (or a public offering note being refinanced, if applicable), (ii) for deposit in the Borrower's Guaranteed Loan Funds Account under paragraph 1 of the Contract, or (iii)(by deduction,) to pay the fees referred to in paragraph 4 of the Contract if so requested by the Borrower. Also unlike interim financing, Principal Amounts due on particular Principal Due Dates on Schedule P&I cannot be amended (even with HUD approval) after closing of the public offering. Borrower's counsel should assure that the Borrower's financial officials are satisfied that Schedule P&I accurately states the repayment schedule agreed to by the Borrower and HUD.] "Other Security" Opinions 6. If so provided in the Contract, an additional opinion or opinions may be requested of Borrower's counsel or other counsel with regard to "other security" as negotiated between HUD and the Borrower for a particular transaction. If such opinions have previously been furnished in connection with interim financing, the same opinions do not have to be submitted again. Generally, any additional opinions related to other security will be described in paragraph 15 of the Contract. The Contract may require such other security opinions to be delivered to HUD with the executed Note and Contract or at a later time, and the Contract may provide that they be delivered to .a local custodian, rather than HUD. If so, it is recommended that such opinions be separate from the attached model opinion required with respect to execution and validity of the Note and Contract. However, if the Contract requires the "other security" opinion(s) to be submitted to HUD at the same time as the model opinion, they may be combined with the model opinion. Due to the variety of "other security" provisions, model language for the ".other security" opinions cannot be furnished routinely. 7. If there are any questions, including specific questions about "other security" opinions, the local CDBG grantee program office may contact its representative in HUD's Office of Community Development, Financial Management Division, at 202-708- 1871. Local counsel may also directly call Evelyn Wrin or Carey Whitehead in HUD's Office of General Counsel at 202.402.5220 or 202.402.3106, respectively, or send an email to evelyn.m.w.rin@hud.gov or carey.c.whitehead@hud.gov, with questions about the opinion. 3 WIRE TRANSFER INSTRUCTIONS FOR REMITTING PAYMENTS TO THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON ABA ROUTING: 021000018 FOR CREDIT TO: HUD 108 Collection Account COLLECTIONS ACCOUNT #: 8900606738 TEXT: Indicate Community name. BANK ADDRESS: 101 Barclay Street, 8th Floor East, New York, NY 10286 TELEPHONE: 877-870-7678 ATTENTION: Candi Mattocks SUPPLEMENT relating to $ Aggregate Original Principal Amount SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATES, SERIES HUD This SUPPLEMENT (the "Series Supplement"), is entered into by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT (the "Secretary") and JPMORGAN CHASE BANK (formerly known as Chemical Bank or The Chase Manhattan Bank), as. trustee (the "Trustee") under the Trust Agreement, dated January 1, 1995, by and between the Trustee and the Secretary, as sponsor of a Trust created on behalf of certain units of general local government and public agencies designated by such units of general local government (the "Agreement"). All capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement. WITNESSETH WHEREAS, pursuant to the Agreement, the Trustee is to hold in trust certain Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests in a trust consisting of such Notes (the "Trust"); and WHEREAS, pursuant to the Agreement, the Secretary and the Trustee are to enter into this Series Supplement whereby the Secretary delivers the Notes and related Guarantee to the Trustee and the Secretary directs the Trustee to issue the Certificates (the "Series Certificates"); NOW, THEREFORE, in consideration of these premises, the parties agree as follows: 1. Delivery and Acknowledgment. The Secretary hereby delivers to the Trustee (a) the Notes (together with any necessary endorsements thereon) listed on the attached Schedule 1, as identified by Borrower, Aggregate Principal Amounts, Principal Amounts, Principal Due Dates and interest rates and (b) the related Guarantee to hold in trust for the benefit of the Certificate holders. .The Secretary acknowledges the terms and conditions of the Agreement and hereby agrees that the Trust shall be governed by the terms thereof as amended hereby. The term "Trust" as used herein shall refer to that Trust established as a result of the delivery to the Trustee of the Notes and related documents referred to herein. 2. Authority to Issue Certificates. The Secretary hereby directs the Trustee, as agent for the Secretary, to issue Series Certificates with respect to the Trust as follows: a. Name of Series. The designation of the Series authorized hereby shall be "Section 108 Government Guaranteed Participation Certificates, Series HUD Guaranteed by the Secretary of Housing and Urban Development." b. Issuance of Certificates. Pursuant to Section 2.03 of the Trust Agreement, the Trustee is hereby authorized and directed to execute on behalf of the Secretary, authenticate and deliver, on this date, in the name of the Certificateholder, the Series Certificates specified on the attached Schedule 2 against receipt of the Notes, the related Guarantee and this Series Supplement. 2 3. Acknowledgments and Certifications. a. The Secretary hereby certifies that it has satisfied all conditions on its part to be performed or satisfied as a condition to the issuance of the foregoing Certificates. Without limiting the provisions of Section 3.11 and Section 7.01 of the Agreement, the Secretary further certifies that the Trustee shall be paid, for services rendered in connection with the administration of the Trust assets listed on the attached. Schedule 1, and pursuant to Section 7.01 of the Agreement, a fee of $ b. • The Trustee hereby acknowledges receipt of the Trust assets listed on the attached Schedule 1. c. This Series Supplement shall constitute the Supplement referred to in Section 2.01 of the Agreement. 4. Modification and Ratification of the Agreement. a. Solely for purposes of this Series Supplement and the Series Certificates, the definition of "Optional Redemption" set forth in Article I of the Agreement is hereby deleted in its entirety and replaced as follows: "Optional Redemption: The full or partial prepayment of a Principal Amount due on a Note by a Borrower in accordance with the optional redemption provisions (if any) of such Note, such optional redemption provisions to provide, among other things, that such an Optional Redemption (i) shall be made only as of any Interest Due Date occurring on or after the date specified in the related Note after which such Optional Redemptions are permitted, (ii) must be received in full by the Trustee by wire transfer of immediately available funds to the Certificate Account on the related Note Payment Date, and (iii) must be accompanied by an 3 identification of the Borrower by name, the HUD -assigned Note number and such other information as the Secretary or the Trustee may specify." b. Solely for purposes of this Series Supplement and the Series Certificates, the last sentence of the first paragraph of Section 3.03 of the Agreement is hereby deleted in its entirety and replaced as follows: "The Trustee shall apply any payments received in respect of permitted Optional Redemptions to the outstanding Principal Amounts of the related Note designated in the instructions of the related Borrower set forth in the above mentioned notice, in each case, as approved in writing by the Secretary." c. Solely for purposes of this Series Supplement and the Series Certificates, the first and second paragraphs of Section 3.07 of the Agreement are hereby deleted in their entirety and replaced as follows: "Any Borrower may defease the unpaid aggregate Principal Amount of a Note, or the unpaid Principal Amount due on a Principal Due Date, in whole or in part, at any time, subject tothe corresponding Contract and this Agreement. For each Note or Principal Amount (or portion thereof) that the related Borrower elects to defease, the Borrower shall establish and maintain with the Trustee a trust account (a "Defeasance Account"), separate and apart from all other accounts of such Borrower and the Trustee. The Borrower shall irrevocably deposit into such account either moneys or Government Obligations that, in the sole discretion of the Secretary, mature and bear interest at times and in amounts sufficient, together with the moneys already on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due with respect to the related 4 Principal Amount (or portion thereof) that the Borrower elects to defease, in accordance with the notice of the Borrower as specified below. The Borrower's election to defease shall be evidenced by giving written notices to the Trustee and the Secretary, which notices shall authorize and direct the establishment of the related Defeasance Account, shall specify the money and Government Obligations to be deposited therein and shall specify the particular Principal Amounts (or portions thereof) being defeased and the related Principal Due Date(s) and Optional Redemption Date(s) (consistent with the related Note and Contract). For all purposes of this Agreement, to the extent that a Principal Amount (or portion thereof) is so specified, for defeasance in accordance with the Contract, such specification shall constitute an election to redeem on the date specified in the foregoing notice for purposes of the related Note, subject to approval of the Secretary. Upon and in accordance with the Secretary's instructions pursuant to the corresponding Contract, the Trustee shall apply so much of the sums deposited into a Defeasance Account as shall be necessary to purchase the Government Obligations designated by the Secretary's instructions. If the funds deposited were insufficient, or there were excess funds deposited, the Trustee shall follow the Secretary's directions as to the disposition of such funds." d. The Agreement as modified and supplemented' by this Series Supplement with respect to the Series Certificates (but which modification and supplement shall not apply to any other Series of Certificates unless otherwise specified in the related Supplement for such Series of Certificates) is in all respects ratified and confirmed, and 5 the Agreement as so modified and supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument. EN WITNESS WHEREOF, the parties have caused this Series Supplement to be executed as of the day of , 20 SECRETARY OF HOUSING AND URBAN DEVELOPMENT By: Signature Name: Title: JPMORGAN CHASE BANK, as Trustee By: Signature Naive: Title: 6 PRINCIPAL DUE DATE August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1, August 1', SCHEDULE 1 TO SERIES SUPPLEMENT TO TRUST AGREEMENT TRUST ASSETS ASSIGNED TO TRUSTEE INTEREST RATE 7 Principal Amounts Due on August I, Borrower Aggegate Principal Amounts 8 Principal Amounts Due on August 1, Borrower Aggregate Principal Amounts 9 SCHEDULE 2 TO SERIES SUPPLEMENT TO TRUST AGREEMENT CERTIFICATES TO BE ISSUED CUSIP Number Principal Amount Maturity Date' Interest Rate Principal amounts due on or after August 1, are subject to earlier payment upon an Optional Redemption or an Acceleration Event. 10 ...2027081744 Affordable Housing Pro 10:46:51 a.m. 12-14-2010 1 /21 BORROWER: NOTE NUMBER: AMOUNT OF NOTE: HUD 108 CONSOLIDATED AMORTIZATION SCHEDULE FOR SERIES: 2010 - A MIAMI. FL B-90-MC-12-0013 52,300.000 NOTE DATE: 07/21/2010 . . . , . . . . PAYMENT DATE INTEREST DUE PRINCIPAL DUE • -, TOTAL P & I ' ' UNPAID PRINCIPAL . • _ $ 14 331 81 $ - $ 14,331.81 $ 2.300,000 08/01/2011 $ 13,577.50 $ , 5007000 00 _. __$ 513,577.50 _ _ $ ._. _1800,000_ $ 1 800 Ocib 0816 ii2oi 2 $ 550,000.00 $ - 12,177.R.1 $ 562,177.50 $ , 1,250,000 1 250,000- ovoyni$ 9,812.50 $ - 3 $ 9,812.50 $ __. ._ • ___ _. • •__• __. _ • ... 08/01r2013 .$ ..__ 9,512.50 $ 625,000.00 __ $ ,634,812.50 _ , $ 625,000 02/01/2014 $ 5 , 6 2T. 00 — — - $ - _ - —$ 5,625.00 - -- $ - -- - - 625,000 08/01/2014 $ 5,625.00 $ 625,000.00 $ 630,625.00 $ - 02/01/2015 $ $ $ _ - _ $ - 08/01/2015 $ _ $ $ $ - __. 02/01n016 $ $ $ $ 08/01/2016 $ $ $ $ 02/01/2017 $ $ $ $ -_ :_._ --08/01/2017 $ $ $ $ 02/01r2018 $ $ $ - $ - 08/01/2018 $ $ $ $ • _ __ 02/01/2019 _ . $ $ $ 08/01/2019 $ - $ $ 02/01/2020 $ - $ $ _. 08/01/2020 $ $ $ $ 02/01/2021 $ $ $ $ 08/01/2021 $ $ $ $ • 02/01/2022 $ $ $ $ _ 08/01t2022 $ $ $ $ 02/01r2023 $ $ $ $ 08/01/2023 $ $ $ $ _ 02/01/2024 $ $ $ $ 08/01/2024 $ $ $ $ 02/01/2025 $ $ $ $ 08/01/2025 $ - $ S $ 02/01/2026 $ $ _ $ - ____ _• _ . ____ 08/01/2026 $ - --$ . $ - $ - 02/01/2027 $ • - $ _ 5 - $ 08/01/2027 $ - $ - $ - $ - _ - 02/0112028 $ - $ . - $ - S 08/01/2028 $ - __$ •. . . _ _ _ _ ___ _..•. _ •• _ • •• $ - ...$ 02/01/2029 $ $ .. . _ •_ _•_ . _ - $ - _ $ •• _ _ 08/01/2029 $ $ $ $ _ • . • _ _ _ • . -- 02/61/2030 $ _ ._ $ .- . _ _ . _ ___ . __ • _•_ $ -$ 08/01/2030 $ $ $ . _ . TOTAL: 40 83,139.31 $ 2,300,000.00 $ 2,383,139.31 2027081744 Affordable Housing Pro 10:47:07 a,m, 12-14-2010 2 /21 OFFERING CIRCULAR $366,912,000 U.S. Department of Housing and Urban Development Section 108 Government Guaranteed Participation Certificates, Series HUD 2910-A, Guaranteed by the Secretary of Housing and Urban Development The certificates represent fractional undivided interests in a portion of a trust sponsored by the Secretary of Housing and Urban Development or his authorized designee. The assets of the Trust will consist of Notes issued by units of general local government or their designated local public agencies, and a guarantee issued by the Secretary of Housing and Urban Development pursuant to which the Secretary will guarantee the timely payment of principal and interest due on these Notes. The Secretary of Housing and Urban Development will also guarantee the timely pass -through distribution of interest and principal on the certificates. Distributions of interest will be made by the trustee to the certificateholders on each February 1 and August 1, or the next Business Day if such day is not a business day, commencing February 1, 2011. Interest will accrue on the certificates at the rates specified in the table below. Distributions of principal in respect of any certificate will be made by the trustee no later than the related maturity date for such certificate set forth in the table below. Principal distributions in respect of certificates that have a maturity date before August 1, 2021 are not subject to prepayment. Certificates having maturity dates on or after August 1, 2021 are subject to principal prepayments if there is a prepayment on a related Note or if the Secretary accelerates a related Note because there has been a default as described herein. See "Description of Notes - Optional Redemption and Acceleration" herein. The full faith and credit of the United States is pledged to honor the note guarantee and the certificate guarantee. See "Full Faith and Credit Guarantee" herein. The certificates are exempt from the registration requirements of the Securities Act of 1933, so no registration statement related to the certificates has been filed with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this offering circular. Any representation to the contrary is a criminal offense. Maturity Interest Price ft CUSIP Maturity Interest Price It CUM'Amount Datet" Rate Public Number Amount Date" Rate Public Number $27,308,000 August 1, 2011 0.56% 100.009b 911759 KE 7 $27,791,000 August 1, 2012 0.8691, 100.00% 911759 KF 4 S29,334,000 August 1, 2013 1.34% 100.00% 911759 KG 2 $30,425,000 August 1, 2014 1.80% 100.00% 911759 KH 0 $31,266,000 August 1, 2015 2.20% 100.00% 911759 KJ 6 $28,069,000 August 1, 2016 2.66% 100.00% 911759 KK 3 $25,894,000 August 1, 2017 2.91% 100.00% 911759 KL 1 $20,665,000 August 1, 2018 3.12% 100.004k 911759 KM 9 $26,993,000 August 1, 2019 3.30% 100.00% 911759 KN 7 511,918,000 August 1, 2020 3.43% 100.00% 911759 KP 2 $11,636,000 August 1, 2021 3.73% 100.00% 911759 KQ 0 $11,125,000 August 1, 2022 3.83% 100.00% 911759 KR S $1 1,501,000 August 1, 2023 3.93% 100.00% 911759 KS 6 $11,839,000 August I, 2024 4.03% 100.00% 911759 KT 4 $11,179,000 August 1, 2025 4.13% 100.00% 911759 KU 1 $11,426,000 August 1, 2026 4.21% 100.00% 911759 KV 9 513,646,000 August I, 2027 4.28% 100.00% 911759 KW 7 $14,480,000 August 1, 2028 4.35% 100.00% 911759 KX 5 $ 9,280,000 August 1, 2029 4.41% 100.00% 911759 KY 3 $ 1,137,000 August 1, 2030 4.4-8% 100,00% 911759 KZ 0 (1) Principal amounts due on or after August 1, 2021 are subject to prepayment as described herein Distributions with respect to any prepayment or acceleration will occur no earlier than Augusr 1. 2020. See "Description of Notes -Optional Redemption and Acceleration" herein. (2) Plus accrued interest, if any, from the Closing Date. We expect that the certificates will be ready for delivery in book -entry form only through The Depository Trust Company, on or about July 21, 2010. Credit Suisse BofA Merrill Lynch UBS Investment Bank The date of this Offering Circular is July 14, 2010. 2027081744 Affordable Housing Pro 10:47:29 a.m. 12-14-2010 3 /21 No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offering Circular and, if given or made, such information or representation must not be retied upon as having been authorized by HUD or any Underwriter. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of HUD since such date. TABLE OF CONTENTS Page Offering Circular Summary 2 Risk Factors 5 Introduction 6 Description of Certificates 6 Description of Notes 9 Full Faith and Credit Guarantee 10 Description of Section 108 Loan Guarantee Program 11 Trust Agreement 12 Trustee 14 IRS Circular 230 Notice 15 Tax Status 15 Legal Matters 17 Legality of Investment 17 Purchases by Employee Benefit Plans — ERISA Considerations 17 Underwriting 18 Available Information 19 $366,912,000 U.S. Department of Housing and Urban Development Section 108 Government Guaranteed Participation Certificates, Series HUD 2010-A OFFERING CIRCULAR Credit Suisse BofA Merrill Lynch UBS Investment Bank July 14, 2010 2027081744 Affordable Housing Pro 10:47:40 a.m. 12-14-2010 4/21 OFFERING CIRCULAR SUMMARY The following summary is qualified in its entirety by more detailed information appearing elsewhere in this Offering Circular. Sponsor The Secretary of Housing and Urban Development ("HUD"), acting through an authorized designee, as sponsor of a trust on behalf of the borrowers, through the trustee. The Certificates The U.S. Department of Housing and Urban Development Section 108 Government Guaranteed Participation Certificates, Series HUD 2010-A, guaranteed by the Secretary of HUD. Full Faith and Credit Guarantee Pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (the "HCD Act"), 42 U.S.C. § 5308, the Secretary of HUD will guarantee the timely payment of principal and interest due on the Notes and the timely pass -through of principal and interest to the certificateholders. The full faith and credit of the United States is pledged to honor such guarantees. The Notes The notes and other similar obligations (the 'Notes") have been issued by certain units of general local government or local public agencies designated by such local governmental units. The Notes provide for the semiannual payment of interest by borrowers seven business days prior to each related interest due date, commencing January 21, 2011. The Notes provide for the payment by borrowers of principal seven business days prior to the related principal due date, subject to any optional redemptions or arrpleration payments as described herein. See "Description of Notes" The Borrowers The borrowers are units of general local government or local public agencies designated by such units of general local government that have issued Notes in conjunction with the Community Develop- ment Block Grant Program and pursuant to Section 108 of the HCD Act_ See "Description of the Section 108 Loan Guarantee Program." Amount of Offering $366,912,000 Closing Date On or about July 21, 2010. Distributions of Interest Interest on any certificate will accrue on the outstanding principal amount thereof from the Closing Date at the per annum rates set forth on the cover page hereof. Distributions of interest will occur on each February 1 and August 1, unless such day is not a business day, in which case, payment shall be made on the next business day, commencing February 1, 2011. Interest will be calculated on the basis of a year of 360 days, consisting of twelve 30-day months. Distributions of Principal Distributions of principal in respect of any certificate will be made on the applicable maturity date for such certificate based on principal amounts due on the related Notes on the related principal due date, subject to any payments in respect of optional redemptions or acceleration payments, If any principal due date or maturity date is not a business day, distributions of principal in respect of any certificate will be made on the next business day. 2 2027081744 Affordable Housing Pro 10:47:56 a.m. 12-14-2010 5/21 Any principal amount due on a Note on or after August 1, 2021 may be prepaid by the related borrower, in -whole or in part, as of any interest due date on or after August 1, 2020, and will be distributed to the certificateholders entitled thereto on the corresponding distribution date. Payments made in respect of such optional redemptions will be applied to outstanding principal amounts of the related Note in accordance with instructions of the related borrower as approved by HUD. See "Description of Notes — Optional Redemption and Acceleration." An acceleration event with respect to any Note may occur on any note payment date on or after August 1, 2020. If the Secretary of HUD elects an acceleration, he will make an acceleration payment of 100% of the related aggregate principal amount of such Note, together with accrued and unpaid interest thereon to the interest due date next following such acceleration event. Such amount will be paid to the trustee and be distributed to the certificateholders entitled thereto on the distribution date corresponding to such interest due date. As a result of payments in respect of optional redemptions and acceleration payments, the final distributions of principal in respect of certificates that have maturity dates on or after August 1, 2021 may occur as early as August t, 2020. See "Description of Notes — Optional Redemption and Acceleration." The anticipated frequency and amount of payments of principal in respect of optional redemptions and acceleration payments cannot be predicted and will be influenced by a variety of factors. In the event of any such payments of principal in respect of optional redemptions or acceleration payments on the Notes, there can be no assurance that the certificateholders of the related certificates will be able to reinvest the distributions of principal in respect thereof in comparably yielding securities. See "Description of Notes— Optional Redemption and Acceleration." Trustee The Bank of New York Mellon will act as trustee under a trust agreement, dated as of January i, 1995, as amended, and a supplement to the trust agreement, dated as of July 21, 2010. Denominations Each certificate will be registered in the book -entry system of The Depository Trust Company, and beneficial interests therein will be held by investors in minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof (except for no more than one beneficial interest in each certificate representing the remainder of such certificate). Tax Status For federal income tax purposes, each certificateholder will be treated as the owner of an undivided pro rata interest in particular payments on particular Notes. Ownership of the certificates will be treated as ownership of "government securities" and `obligations of the United States" for purposes of certain provisions of the federal income tax laws. See "Tax Status." 3 2027081744 Affordable Housing Pro 10:48:13 a.m. 12-14-2010 6/21 Legality of Investment Under federal law, the certificates are acceptable for purchase by and as security for advances to member banks of the Federal Reserve System. Additionally, the certificates are eligible as security for the deposit of public moneys of the United States and as collateral For Treasury Tax and Loan Accounts. Purchases by Employee Benefit Plans — ERLSA Considerations The acquisition of a certificate by an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended and a plan or arrangement described in Section 4975 of the Internal Revenue Code of 1986 could, in some instances, result in a prohibited transaction or other violation of the fiduciary responsibility provisions of such laws. See "Purchases by Employee Benefit Plans — ERISA Considerations." 4 2027081744 Affordable Housing Pro 10:48:20 a.m. 12-14-2010 7 /21 RISK FACTORS The following information, which you should carefully consider, identifies certain significant sources of risk associated with a purchase of Certificates. Capitalized terms used in this section have the meanings ascribed to them elsewhere in this Offering Circular. Certificates have limited liquidity and market disruption may adversely affect the value of the Certificates As described in this Offering Circular, guaranteed trust certificates under the Section 108 Loan Guarantee program have been offered annually or biennially since 1995, and have historically had a limited secondary market. There is currently a limited secondary market for the Certificates. If a secondary market does develop for the Certificates, market prices may be below or substantially below the principal amounts of such Certificates. In addition, if a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow Certificateholders to resell Certificates at any time. Consequently, Certificateholders may not be able to sell Certificates readily or at prices that will enable Certificateholders to realize a desired yield. In addition, the lack of a defined secondary market may make it difficult to determine the fair value of Certificates even if a Certificateholder does not intend to selL The market values of the Certificates are likely to fluctuate. Any of these fluctuations may be significant and could result in losses to Certificateholders desiring to sell in the secondary market. Illiquidity can have an adverse effect on the prices of securities, including the Certificates, that are especially sensitive to prepayment or interest rate risk. The rate of prepayment on the Notes is uncertain and may adversely affect the average life of and yield on the Certificates The anticipated frequency and amount of principal prepayments on the Notes cannot be predicted and may be influenced by a variety of factors. Any prepayment can impact the yield on the Certificates. As described in this Offering Circular, the Notes are subject to prepayment in respect of Optional Redemptions or Acceleration Payments. • Each Note is subject to Optional Redemption, in whole or in part, without penalty or premium, at the option of a Borrower as of any Interest Due Date on or after August 1, 2020, at a prepayment price of 100% of the principal amount due on the Note. See "Description of Notes —Optional Redemption and Acceleration?' • Upon a Borrower default, pursuant to the Note Guarantee, the Secretary will make timely payments of principal and interest on the Notes. On or after August 1, 2020, an Acceleration Payment with respect to a Note may, but is not required to, be made by the Secretary if the related Borrower is in default under the related Note and Contract for Loan Guarantee Assistance. If the Secretary elects to make an Acceleration Payment, such payment will equal the entire unpaid principal amount of a Note, together with interest accrued and unpaid to the related Interest Due Date. See "Description of Notes —Optional Redemption and Acceleration." Economic, financial and regulatory conditions are unpredictable and influence the timing and number of accelerations and prepayments. Therefore, the anticipated rate and amount of prepayments of principal, if any, to the Certificateholders in respect of Optional Redemption or Acceleration Payments cannot be determined. The amount of Optional Redemptions may be influenced by a variety of economic factors, including a decrease in interest rates, which may make the prepayment of a Note attractive to a Borrower. Acceleration Payments may result upon the occurrence of a Borrower being in default of its payment obligations, or for a reason specified in the related Note and Contract for Loan Guarantee Assistance. The rate at which Borrower defaults are experienced may be influenced by a variety of factors, including but not limited to the weakening of local economic conditions, increased project development costs and various other issues related to public entities and state -assisted public entities. 5 2027081744 Affordable Housing Pro 10:48:41 a.m. 12-14-2010 8 /21 INTRODUCTION This Offering Circular provides certain information relating to the offering of $366,912,000 aggregate principal amount of U.S. Department of Housing and Urban Development, Section 108 Government Guaranteed Participation Certificates, Series HUD 2010-A (the "Certificates"). The Certificates are guaranteed as to timely pass -through distribution of interest and principal (the "Certificate Guarantee") by the Secretary of Housing and Urban Development or his authorized designee (the "Secretary") pursuant to Section 108 of the Housing and Community Development Act of 1974, as amended. The Certificates represent the twelfth underwritten offering of guaranteed trust certificates under the Section 108 Loan Guarantee program. The initial issue comprised $245,785,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on February 1, 1995. The second issue comprised $322,195,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on June 5, 1996. The third issue comprised $283,320,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on October 28, 1997. The fourth issue comprised $614,595,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on April 28, 1999. The fifth issue comprised $355,415,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on June 14, 2000. The sixth issue comprised $313,756,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on August 9, 2001. The seventh issue comprised $281,319,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on August 8, 2001 The eighth issue comprised $340,280,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on August 7, 2003. The ninth issue comprised $283,451,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on June 30, 2004. The tenth issue comprised $324,129,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on September 14, 2006. The eleventh issue comprised $492,051,000 aggregate principal amount of guaranteed trust certificates, and was sold in an underwritten offering on June 12, 2008. The Certificates are being issued pursuant to Public Law 103-233, enacted on April 11, 1994, which amends Section 108 to allow the Secretary to guarantee the timely payment of the principal and interest on trust certificates backed by a trust composed of notes guaranteed or eligible for guarantee by the Secretary. HUD currently anticipates the offering, on an annual or more frequent basis, of additional guaranteed certificates backed by notes or other obligations issued by units of general local government or public agencies designated by such units of general local government. However, HUD's plans with respect to future offerings under the Section 108 Loan Guarantee Program (as defined below) are subject to change due to such factors as the level of demand for funds by local governments, statutory amendments, market conditions, and changes in HUD policy. The statements herein with respect to the Certificates and related documents are subject to the detailed provisions of such Certificates and related documents, and the statements made herein are qualified in their entirety by reference thereto. Copies of these documents are available at the Trustee's Corporate Trust Office (as defined below). DESCRIPTION OF CERTIFICATES Each Certificate offered hereby represents a fractional undivided interest in a portion of a trust (the "Trust") sponsored by the Secretary and administered by the Trustee pursuant to the Trust Agreement and related Supplement (each, as defined below). The assets of the Trust will consist of Notes issued by the Borrowers and a guarantee issued by the Secretary pursuant to which the Secretary will guarantee the timely payment of principal and interest due on the Notes (the "Note Guarantee," together with the Certificate Guarantee, the "Guarantee"). The aggregate principal amount of Notes for each Principal Due Date (as defined below) will be represented by a single Certificate with a corresponding Maturity Date (as defined below) and will be registered in the name of the nominee of The Depository Trust Company (the "DTC"), and beneficial 6 2027081744 Affordable Housing Pro 10:49:04 a.m. 12-14-2010 9 /21 ownership interests therein will be held by investors through the book -entry facilities of DTC in minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof (except for no more than one beneficial interest in each Certificate representing the remainder of such Certificate). Each Certificate will have a maturity date (each, a "Maturity Date") and an original principal amount, and will bear interest at the per annum rate set forth on the cover page hereof. Distributions in respect of interest on each Certificate will be made on each February 1 and August 1 (each a "Distribution Date") in an amount equal to the interest accrued on the outstanding principal amount of such Certificate from and including the immediately preceding Distribution Date or, in the case of the first Distribution Date, from and including the Closing Date, to but excluding the related Distribution Date at the applicable interest rate. If any such Distribution Date is not a Business Day (as defined below), distributions in respect of interest and principal will be made on the next succeeding Business Day. The first Distribution Date for the Certificates will be February 1, 2011. Distributions in respect of principal will be made on each Distribution Date based on receipt of the principal amounts due on the Notes as of the Principal Due Date (as defined below) corresponding to the Maturity Date for such Certificate except as provided in the following paragraph. A "Business Day" shall be a day on which banking institutions in New York City are not required or authorized to be closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. With respect to Certificates having Maturity Dates on or after August 1, 2021, principal distributions may occur earlier than such Maturity Dates as a result of the prepayment of principal of the related Notes by the Borrower in accordance with the provisions thereof (an "Optional Redemption") or as a result of the occurrence of a default by a Borrower and the election by the Secretary to accelerate the Note to which the default relates (an "Acceleration Event"). The payment made by the Secretary as a result of an Acceleration Event is referred to herein as an Acceleration Payment" See "Description of Notes — Optional Redemption and Acceleration." Since principal amounts due on certain Notes are subject to payments in respect of Optional Redemptions or Acceleration Payments, final distributions in respect of the Certificates may occur earlier than the related Maturity Dates but no earlier than August 1, 2020. See "Description of Notes — Optional Redemption and Acceleration." The Trustee will provide at least thirty days' notice to Certificateholders of any Optional Redemption expected to occur. The anticipated frequency and amount of principal payments in respect of Optional Redemptions and Acceleration. Payments on the Notes cannot be predicted and will be influenced by a variety of factors. In the event of any such principal payments, there can be no assurance that a holder of Certificates (a "Certificateholder") entitled to distributions of principal in respect thereof will be able to reinvest such distributions in comparably yielding securities. See "Risk Factors — The rate of prepayment on the Notes is uncertain and may adversely affect the average life of and yield on the Certificates." Book -Entry Only Registration of the Certificates The Certificates will initially be issued in book -entry form and be registered as a single certificate for each Maturity Date in the name of Cede & Co. ("Cede"), as nominee of DTC. As used in this Offering Circular, Certificateholders are persons in whose name a Certificate is registered in the register maintained by the Trustee. For so long as the Certificates are in book -entry form with DTC, the only "Certificateholder" of the Certificates as the term "Certificateholder" is used in the Trust Agreement will be Cede. No person acquiring an interest in the Certificates will be entitled to receive a definitive certificate representing such person's interest in the Trust ("Definitive Certificates"), except in the event that Definitive Certificates are issued under the limited circumstances set forth below. Unless Definitive Certificates are issued, all references herein to Certificateholders shall mean and include the rights of beneficial owners of Certificates, as such rights may be exercised through DTC and its participating organizations. Under a book -entry format, as long as the only Certificateholder is Cede, the beneficial holders of Certificates will not be recognized by the Trustee as Certificateholders under the Trust Agreement. The beneficial holders of such Certificates will be permitted to exercise the rights of Certificateholders under the 7 2027081744 Affordable Housing Pro 10:49:28 a.m. 12-14-2010 10 /21 Trust Agreement only indirectly through DTC and its Participants (as defined below), who in turn will exercise their rights through DTC. Definitive Certificates will be issued in registered form to Certificateholders, or their nominees, rather than to DTC, only if (i) DTC or the Sponsor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Certificates and the Sponsor is unable to locate a qualified successor, or (ii) the beneficial owners of the Certificates representing not less than 51% of the aggregate original principal balance of the book -entry Certificates advise the Trustee and DTC that the book -entry system is no longer in the best interests of such beneficial owners. Upon issuance of Definitive Certificates to Certificateholders, such Certificates will be transferable directly (and not exclusively on a look -entry basis) and registered holders will deal directly with the Trustee with respect to transfers, notices and distributions. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its participating organizations ("Participants") and facilitate the clearance and settlement of securities transactions between Participants through electronic book -entry changes in their accounts, thereby eliminating the need for physical movement of securities. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system also is available to others such as brokers, dealers, banks and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participant"). Under a book -entry format, Certificateholders that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of Certificates registered in the name of Cede, as nominee of DTC, may do so only through Participants and Indirect Participants. Such Certificateholders will receive all distributions of principal of and interest on the Certificates from the Trustee through DTC and its Participants. Under a book -entry format, Certificateholders may receive distributions after the related Distribution Date because, while distributions are required to be forwarded to Cede, as nominee for DTC, on each such date, DTC will forward such distributions to its Participants, which thereafter will be required to forward them to Indirect Participants or Certificateholders. For so long as DTC shall be the only registered Certificateholder, the Certificateholder shall be paid by wire transfer for the account of such person in immediately available funds to a commercial bank located in the continental United States having appropriate facilities therefor upon written request received by the Trustee on or before the Record Date, as defined herein, prior to the applicable Distribution Date. If DTC shall no longer be the only registered Certificateholder, any Certificateholder holding Certificates in an aggregate original principal amount of less than $1 million shall be paid by check to the person in whose name such Certificates ate registered at the close of business on the Record Date. Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book -entry transfers among Participants on whose behalf it acts with respect to the Certificates and is required to receive and transmit distributions of principal of and interest on the Certificates. Participants and Indirect Participants with which Certificateholders have accounts with respect to the Certificates similarly are required to make book -entry transfers and receive and transmit such distributions on behalf of such Certificateholders. Accordingly, although Certificateholders will not possess physical certificates, such rules, regulations and procedures provide a mechanism by which Certificateholders will receive distributions and will be able to transfer their interests. Certificateholders who are not Participants may transfer ownership of Certificates only through Participants by instructing such Participants to transfer Certificates, by book -entry transfer, through DTC for the account of the purchasers of such Certificates, which account is maintained with their respective Participants. Under the rules and in accordance with DTC's normal procedures, transfers of ownership of Certificates will be executed through DTC and the accounts of the respective Participants at DTC will be debited and credited. Similarly, the respective Participants will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing Certificateholders. 8 2027081744 Affordable Housing Pro 10:49: 54 a.m. 12-14-2010 11 /21 Because DTC can act only on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a Certificateholder to pledge Certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such Certificates, may be limited due to the lack of a physical certificate for such Certificates. DTC in general advises that it will take any action permitted to be taken by a Certificateholder under a Trust Agreement only at the direction of one or more Participants to whose account the Certificates are credited. Additionally, DTC in general advises that it will take such actions with respect to specified percentages of the Certificateholders only at the direction of and on behalf of Participants whose holdings include current principal amounts of outstanding Certificates that satisfy such specified percentages. DTC may take conflicting actions with respect to other current principal amounts of outstanding Certificates to the extent that such actions are taken on behalf of Participants whose holdings include such current principal amounts of outstanding Certificates. Any Certificates initially registered in the name of Cede, as nominee of DTC, will be issued in fully registered form as Definitive Certificates to Certificateholders or their nominees, rather than to DTC or its nominee, only under the events specified in the Trust Agreement. Upon the occurrence of any of the events specified in the Trust Agreement, DTC will be required to notify all Participants of the availability through DTC of Definitive Certificates. Upon surrender by DTC of the physical certificates representing the Certificates and instruction for reregistration, the Trustee will issue the Certificates in the form of Definitive Certificates, and thereafter the Trustee will recognize the holders of such Definitive Certificates as Certificateholders. Thereafter, distributions of principal of and interest on the Certificates will be made by the Trustee directly to Certificateholders in accordance with the procedures set forth in the Trust Agreement. The final distributions in respect of any Certificate (whether Definitive Certificates or Certificates registered in the name of Cede), however, will be made only upon presentation and surrender of such Certificates on the final Distribution Date at such office or agency as is pursuant to the Trust Agreement. Same -Day Settlement and Payment Settlement for the Certificates will be made by the Underwriters in immediately available funds. All payments of principal and interest on the Certificates will be made in immediately available funds so long as the Certificates are maintained in book -entry form. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing house or next -day funds. In contrast, the Certificates will trade in DTC's Same -Day Funds Settlement System and secondary trading activity in the Certificates will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Certificates. DESCRIPTION OF NOTES General The Trustee will be the holder of each Note for the benefit of the Trust. The funding of the Notes is being arranged by the sale of individual beneficial interests in the Trust to the Certificateholders. Each Note contained in the Trust specifies one or more dates on which principal amounts are due (each such date, a "Principal Due Date") and the rate of interest corresponding to each such amount. Each Note requires semiannual payments of interest by Borrowers seven Business Days (as defined above) prior to each February 1 or August 1 (each such February 1 or August 1, an "Interest Due Date"), commencing January 21, 2011. Interest on the outstanding principal amount of each Note will accrue at the respective pass -through interest rate on the basis of a year of 360 days, consisting of twelve 30-day months, from the Closing Date until the date as of which such principal amount is paid. Each date on which payments in respect of interest, and, if applicable, principal are required to be made by the related Borrower is a "Note Payment Date." Payments of interest and principal due under the Notes will be made to the Trustee. The Trustee will collect payments of interest and principal due on the Notes (including payments in respect of Optional Redemptions and 9 2027081744 Affordable Housing Pro 10:50:16 a.m, 12-14-2010 12/21 Acceleration Payments, if any) and remit such payments, together with any amounts received from the Secretary under the Guarantee, to the Certificateholders entitled thereto on the corresponding Distribution Date. Late payments of interest made by Borrowers will be deposited by the Trustee into the Certificate Account (as defined below) upon receipt thereof and such payments will be promptly transmitted to the Secretary as reimbursement for payments made pursuant to the Guarantee. Scheduled Payments on the Notes Pursuant to the terms of each Note, each Borrower will be required to deposit with the Trustee all principal and interest payments then required to be made on the related Note no later than 3:00 P.M. (New York City time) on each Note Payment Date. No later than 1:00 P.M. (New York City time) on the sixth Business Day next preceding each Distribution Date, the Trustee shall determine whether all payments required to be made on the Notes have been received from each Borrower. If such payments have not been received, the Trustee shall notify HUD on such clay that it may be required to make one or more payments pursuant to the Guarantee, and shall specify the amount thereof. If moneys in the requisite amount shall not have been received by the Trustee from the related Borrowers by the close of business on the third Business Day next preceding such Distribution Date, the Trustee shall notify HUD on such Business Day that it is required to make a payment pursuant to the Guarantee, and shall provide notice of the amount. HUD shall make any payment required to be made under the Guarantee directly into the Certificate Account by 10:00 A.M. on such Distribution Date. The Notes provide that Certificateholders shall rely exclusively on the Secretary for enforcement thereunder and no Certificateholder shall have any right to enforce the Notes directly against any Borrower. Optional Redemption and Acceleration Any principal amount due on a Note on or after August 1, 2021 may be prepaid by the Borrower, in whole or in part, without penalty or premium, as of any Interest Due Date on or after August 1, 2020 and will be distributed to the Certificateholders entitled thereto on the Distribution Date corresponding to such Interest Due Date. Payments made in respect of such Optional Redemptions will be applied to outstanding principal amounts of the related Note in accordance with instructions received by the Trustee from the related Borrower and approved by HUD. As a result, such Optional Redemptions will be distributed in respect of Certificates with Maturity Dates corresponding to the Principal Due Dates of the outstanding principal amounts of the related Note as to which the Borrower, with approval of the Secretary, has instructed that the Trustee apply such redemptions. As provided in the Trust Agreement, notice by a Borrower of its intention to prepay a Note may not be revoked. If a Borrower is in default under the related Note and Contract (as defined below), whether for non-payment or other reason specified in such Note and Contract, the Secretary will continue to make timely payments of principal and interest pursuant to the corresponding Note Guarantee, if the Borrower does not do so. However, the Secretary may, but is not obligated to, make on any Distribution Date on or after August 1, 2020 an Acceleration Payment to the Trustee equal to the entire unpaid principal amount of a Note, together with accrued and unpaid interest thereon to the related Interest Due Date. Prepayments or defaults by a Borrower will not result in (i) distribution of principal to the Certificateholders entitled to such distribution prior to the earlier of either the related Maturity Date or the Distribution Date occurring on or after August I, 2020 or (ii) distribution of interest on the related Certificates at any time other than the Distribution Dates on which such interest is required to be distributed. FULL FAITH AND CREDIT GUARANTEE Pursuant to Section 108 of the HCD Act, the Secretary guarantees timely payment of principal and interest as of the respective Interest Due Dates and Principal Due Dates under each Note. The Note Guarantee is set forth in the guarantee executed on behalf of the United States by the Secretary, In the event a Borrower fails to make any payment of principal or interest due on the related Note on a Note Payment Date, the Secretary will assure that such principal or interest payment is made on or before the Distribution Date 10 2027081744 Affordable Housing Pro 10:50:39a.m. 12-14-2010 13/21 immediately following such Note Payment Date. The full faith and credit of the United States is pledged to honor the performance of the Note Guarantee. The Secretary also guarantees to the Certificateholders the timely pass -through distribution of interest and principal on the Certificates. The Certificate Guarantee is set forth on the Certificates and is executed on behalf of the United States by the Secretary. The full faith and credit of the United States is pledged to honor the performance of the Certificate Guarantee. As long as DTC or its nominee shall be the only registered Certificateholder, the Trustee shall act as DTC's agent solely for the purpose of enforcing the Certificate Guarantee. Collectively, the Note Guarantee and the Certificate Guarantee form the Guarantee. In the event that the principal amount of a Note is prepaid as a result of an Optional Redemption or Acceleration Payment, the obligation of the Secretary represented by the Certificate Guarantee will be reduced by (i) the amount of principal so prepaid upon the pass -through distribution of such payments to Certificateholders, and (ii) the amount of interest that would have accrued on such principal thereafter. Should there be any change in the status of HUD as a United States Department, the Guarantee and the full faith and credit of the United States pledged to honor the performance of the Guarantee will not be altered or impaired. DESCRIPTION OF SECTION 108 LOAN GUARANTEE PROGRAM HUD is an executive department of the United States of America, established in 1965 by the Department of Housing and Urban Development Act. At its establishment, HUD was vested with the functions, powers, and duties of the Housing and Home Finance Agency, the Federal Housing Administration, the Public Housing Administration and the predecessor of the Government National Mortgage Association. HUD administers the principal Federal government programs that provide assistance for housing and for community development. Pursuant to Title I of the HCD Act, HUD is required to calculate annual formula -based allocations of appropriated community development block grant ("CDBG") funds and provide grants based thereon to units of general local government that meet statutory and regulatory requirements — generally, cities with populations of 50,000 or more (including the District of Columbia) and urban counties with populations of 200,000 or more (the "Community Development Block Grant Entitlement Program"). Similarly, HUD is also required to calculate annual formula -based allocations and provide CDBG grants therefrom to states (including, for this purpose, the Commonwealth of Puerto Rico ("States")) that have elected and met the statutory and regulatory requirements to administer and distribute such CDBG funds to units of general local government in nonentitlement areas of such States (the "State Community Development Block Grant Program"). The States award CDBG funds to units of general local government in nonentitlement areas pursuant to a distribution plan and related documents submitted annually to HUD. In two States (New York and Hawaii), HUD has historically provided CDBG grants directly to units of general local government from the annual CDBG allocation calculated for each such State. Beginning with the CDBG allocation for nonentitlement areas of New York State for Federal fiscal year 2000, the State of New York elected and met the applicable requirements to administer and distribute such allocation to units of general local government in nonentitlement areas of the State. In all cases, the CDBG grants may be used for a variety of eligible community development activities in accordance with the applicable regulations and grant agreements. Pursuant to Section 108 of the HCD Act, HUD may guarantee (the "Section 108 Loan Guarantee Program"): (i) notes or other obligations issued by units of general local government eligible to receive annual CDBG grants under the Community Development Block Grant Entitlement Program, units of general local government eligible to receive CDBG grants from their State government under the State Community Development Block Grant Program, and units of general local government eligible to receive CDBG grants directly from HUD in Hawaii and certain units of general local government with pre -Federal fiscal year 2000 awards in New York, or by public agencies designated by such local governments; and (ii) certificates backed by trusts or pools of such notes. Each unit of general local government pledges its current and future CDBG grants and grant allocations for the repayment of its note under the Section 108 Loan Guarantee Program. In 11 2027081744 Affordable Housing Pro 10:51:03 a.m. 12-14-2010 14/21 the case of a local government eligible to receive CDBG grants from its State government, the State also pledges its current and future annual CDBG grants and grant allocations for the repayment of the loan guaranteed under the Section 108 Loan Guarantee Program. A State or local government generally is not required to pledge its full faith and credit to secure repayment of loans under the Section 108 Loan Guarantee Program. In addition to a Note, each Borrower under the Section 108 Loan Guarantee Program executes a related Contract for Loan Guarantee Assistance (each, a "Contract") with the Secretary that sets forth the applicable pledge of CDBG grants and allocations. TRUST AGREEMENT The Certificates will be issued pursuant to a (i) Trust Agreement dated as of January 1, 1995, between the Secretary, as authorized by the Borrowers in their respective Contracts, and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee, as amended (the "Trust Agreement"), and (ii) a Supplement to such Trust Agreement dated as of the Closing Date relating specifically to the Certificates (the "Supplement"). Certiftcateholders will be entitled to the benefits of such Trust Agreement to the full extent provided therein. The responsibilities of the Trustee, summarized below, are limited to those set forth in the Trust Agreement, and no further responsibilities should be inferred. All references to time herein refer to New York City time. The Supplement and the Trust Agreement will be available for reasonable inspection and copying by any Certificateholder or its designee, at such person's expense, at the Trustee's Corporate Trust Office, 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259. Exchange of Notes; Issuance of Certificates Pursuant to the Supplement and the Trust Agreement, the Secretary, as sponsor of the Trust on behalf of the Borrowers, will deliver to the Trustee each Note to be included in the related Trust. In exchange therefor, the Secretary, through The Bank of New York Mellon, as Trustee, will issue Certificates representing fractional undivided interests in such Trust to or upon the order of the Underwriters. All Certificates will initially be registered in the name of Cede, as nominee of DTC. See "Description of Certificates — Book - Entry Only Registration of the Certificates." Appointment of Trustee The Secretary has appointed the Trustee to administer the Notes pursuant to the Supplement and the Trust Agreement but retains full power and authority, acting alone; to do any and all things in connection with such administration which it may deem necessary or desirable. The Secretary retains the sole and exclusive right to take action and assert claims with respect to the Notes. Without limiting the generality of the foregoing, the Secretary may execute and deliver, on behalf of the Trustee and the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Notes. Collection of Note Payments — Certificate Account The Trustee will establish and maintain a separate non -interest -bearing trust account (the "Certificate Account") into which the Trustee will deposit the following payments and collections received by it in respect of principal of and interest on the Notes: (i) all interest payments on the Notes, including those made by the Secretary pursuant to a Note Guarantee; (ii) all payments of principal of the Notes, including amounts paid by the Secretary in respect thereof pursuant to a Note Guarantee; (iii) all payments in respect of Optional Redemptions; and (iv) all Acceleration Payments. The Trustee will not deposit into the Certificate Account any payment received from a Borrower on account of an Optional Redemption unless such payment conforms to all of the requirements specified in the related Note for an Optional Redemption; provided, however, that the receipt of any non -conforming payment will not in any way reduce the obligation of the Secretary under the related Note Guarantee. Any payments 12 2027081744 Affordable Housing Pro 10:51:24a.m. 12-14-2010 15/21 received from a Borrower that were previously covered by payments made by the Secretary under a Note Guarantee (including late payments of interest and principal) and any payments received from a Borrower after an Acceleration Payment has been made with respect to the related Note will be deposited by the Trustee into the Certificate Account upon receipt thereof, and such payments will be promptly transmitted to the Secretary. Distributions to the Certificateholders On each Distribution Date, the Trustee will distribute to the Certificateholders of record as of the close of business on the Business Day immediately preceding such Distribution Date (the "Record Date"), other than as described herein or in the Trust Agreement respecting any Definitive Certificate or the final distribution on any Certificate, the respective amounts of interest and principal to which such Certificateholders are entitled from all related amounts credited to the Certificate Account as of 10:00 A.M. on the applicable Distribution Date. Statements to the Holders At the time of each distribution, the Trustee will furnish to each Certificateholder a statement setting forth the following information, stated on the basis of $1,000 original principal amount, with respect to the Certificates owned of record by such Certif'icateholder. (i) the amount of such distribution allocable to principal; (ii) the amount of such distribution allocable to interest; and (iii) the amount of such Certificateholder's fractional undivided interest in the aggregate unpaid principal amounts of Notes due on the Principal Due Date coinciding with the Maturity Date for such Certificates, after giving effect to distributions of principal made on such Certificates distributed on such Distribution Date. In addition, within a reasonable period of time after the end of each calendar year, the Trustee will furnish a report to each person who has held the status of Certificateholder at any time during such calendar year as to the aggregate of amounts reported pursuant to (i) and (ii) above for such calendar year or, in the event such person was a Certificateholder of record during a portion of such calendar year, for the applicable portion of such year. Modifications of Notes Any term of any Note may be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note. No such change in the terms of any Note shall alter or affect the Note Guarantee with respect to such Note on the basis of the terms thereof as of the date of the Note Guarantee. Registration of Transfer and Exchange of Certificates The Trustee has been appointed Certificate Registrar for the purpose of registering the ownership of Certificates and any transfers and exchanges of Certificates as herein provided. The Trustee will maintain at its Corporate Trust Office a Certificate Register in which, subject to such requirements as it may prescribe, the Trustee will provide for the registration of the Certificates and of transfers and exchanges of Certificates. A service charge equal to a reasonable fee of the Trustee will be charged to the person presenting a Certificate for transfer or exchange, as the case may be, for any registration of transfer or exchange of such Certificate. The Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Certificates will initially be issued in book -entry form only. See 'Description of Certificates — Book -Entry Only Registration of the Certificates." 13 2027081744 Affordable Housing Pro 10:51:43 a.m. 12-14-2010 16 /21 Persons Deemed Owners Prior to due presentation of a Certificate for registration of transfer, the Secretary, the Trustee and any agent of the Secretary or the Trustee may treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as described herein and for all other purposes whatsoever, and the Secretary, the Trustee and any agent of the Secretary or the Trustee shall not be affected by notice to the contrary. All Certificates will initially be registered in the name of Cede, as nominee of DTC. Amendments to the Trust Agreement The Trust Agreement may be amended from time to time by the Secretary and the Trustee, without the consent of any of the Certificateholders; provided, however, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Notes, including Guarantee Payments, which are required to be distributed on any Certificate without the consent of the related Certificateholders. Termination The respective obligations and responsibilities of the Secretary and the Trustee with respect to the Trust (other than the obligation of the Secretary and the Trustee to make payments to Certificateholders as set forth in the Trust Agreement) shall terminate upon the final payment of the last remaining principal amount of a Note in the Trust, whether as of the Note Payment Date immediately preceding the related Principal Due Date, upon an Acceleration Payment or upon an Optional Redemption. With respect to any Certificate as to which a final payment is due to an Optional Redemption or an Acceleration Payment, the Trustee will give notice of any such final payment by letter to the Certificateholders (with a copy thereof to the Secretary) mailed not later than the fifth Business Day subsequent to the Note Payment Date as of which all outstanding amounts of principal and accrued interest have been paid in full as a result of Optional Redemptions, or on which the Secretary has given notice of Acceleration Events, or a combination of both. Such notice will specify that final payment will be made from the Certificate Account upon presentation and surrender of the Certificate at the Corporate Trust Office of the Trustee, on the Distribution Date immediately following such Note Payment Date. If final payment of a Certificate occurs absent an Optional Redemption or Acceleration Payment, no notice will be given and final payment will be made from the Certificate Account on the next following Distribution Date upon presentation and surrender of the Certificate at the Corporate Trust Office of the Trustee. Any moneys held by the Trustee for the payment of any Certificate upon final payment that remain unclaimed for six months after the Distribution Date on which such final payment was made available, will be repaid to the Secretary. Certificateholders must thereafter look to the Secretary for payment of such amounts, and all liability of the Trustee with respect to such amounts will thereupon cease. TRUSTEE The Bank of New York Mellon, a New York banking corporation, serves as Trustee for the Certificates and performs such duties as specified in the Trust Agreement and as described herein. The Corporate Trust Office of The Bank of New York Mellon where its duties under the Trust Agreement shall be performed is located at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, Attention: Corporate Trust Department. The Borrowers agreed in their Contracts with the Secretary to make single initial payments as a condition of the Guarantee, either by separate checks or by deductions from the proceeds of the Notes, intended to cover the ordinary and necessary costs of trust administration by the Trustee as long as the Trust is outstanding, as approved by the Secretary. 14 2027081744 Affordable Housing Pro 10:52:03 a.m. 12-14-2010 17 /21 IRS CIRCULAR 230 NOTICE The Treasury Department revised Circular 230, containing regulations that may apply to the summaries of federal income tax and ERISA provisions set out below or herein. In light of Circular 230, you should be aware that The discussions contained in this Offering Circular as to tax or ERISA considerations are not intended or written to be used, and cannot be used, for the purpose of avoiding United States federal income tax penalties. Such discussions are written to support the promotion or marketing of the transaction addressed in this Offering Circular. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The foregoing disclaimer has been provided to satisfy obligations under Circular 230, governing standards of practice before the Internal Revenue Service. TAX STATUS The following is a general discussion of certain of the anticipated United States Federal income tax consequences of the purchase, ownership and disposition of the Certificates under the Intemal Revenue Code of 1986, as amended (the "Code"), without consideration of the particular facts and circumstances of each prospective investor's special tax situation. The discussion addresses only a beneficial owner that acquires a Certificate at original issuance and that holds the Certificate as a capital asset, and does not address a taxpayer that is not a "United States Person" (as defined below). The discussion is based on interpretations of laws, regulations, rulings and decisions, all of which are subject to change. Any such change may be applied retroactively and may adversely affect the Federal income tax consequences described herein. Such discussion is not binding on the Internal Revenue Service ("IRS"), which may take a contrary view as to the matters discussed herein. Accordingly, each prospective investor is urged to consult its own tax advisor with respect to the United States Federal income tax consequences of holding a Certificate, as well as any consequences arising under the laws of any other taxing jurisdiction. United States Persons A "United States Person" is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any State (other than a partnership that is not treated as a United States Person under any applicable Treasury regulations), or an estate whose income is subject to United States federal income tax regardless of its source of income, or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States Persons prior to such date, that elect to continue to be treated as United States Persons, also will be a United States Person, Trust Assets Each beneficial owner of a Certificate will be treated for Federal income tax purposes as an owner of a fractional undivided interest in a portion of the Trust represented by particular payments of principal and interest on the Notes. Each beneficial owner of a Certificate will be required to report on its Federal income tax returns, consistent with its method of accounting, such income, including interest and, as discussed below, the portion of any Optional Redemption or Acceleration Payment that exceeds its basis in the portion of the Note being prepaid, as well as any amount paid by the Secretary as interest under its Guarantee. The Trustee will furnish to each Certificateholder a statement with respect to each distribution, setting forth the amount of such distribution allocable to principal and interest and the source thereof. In addition, the Trustee will furnish, within a reasonable time after the end of each calendar year, to each person who was a Certificateholder at any time during such year, a statement setting forth such Certificateholder's share of interest received. 15 2027081744 Affordable Housing Pro 10:52:25a.m. 12-14-2010 18/21 A beneficial owner of a Certificate who is an individual and certain pass -through entities, such as partnerships, must also include in gross income a portion of the expenses of the Trust: An individual taxpayer must treat such expenses as miscellaneous itemized deductions, and, as a result, an individual taxpayer's ability to deduct such expenses may be limited. Redemption Price The portion of the prepayment price received by any beneficial owner of a Certificate in excess of the beneficial owner's basis allocable to the Note that is prepaid will be treated as short-term or long-term capital gain (assuming the Certificate is a capital asset in the hands of the beneficial owner). Characterization of Certificates Ownership of the Certificates will be treated as ownership of (i) `obligations of the United States" within the meaning of Section 7701(a)(19)(C)(ii) of the Code, relating to the definition of Federal and domestic savings and loan associations and certain other financial institutions; (ii) "government securities" within the meaning of Section 851(b)(3) of the Code, relating to the definition of regulated investment companies; (iii) "government securities" within the meaning of Section 856(c)(4)(A) of the Code, relating to the definition of real estate investment trusts; and (iv) "obligations of the United States or of any agency or instrumentality thereof" within the meaning of Section 895 of the Code, relating to the exemption from withholding tax for foreign central banks of issue in certain circumstances. Ownership of Certificates will not be treated as ownership of "obligations secured by mortgages on real property or on interests in real property" for purposes of Section 856(c)(3)(B) of the Code, relating to the definition of real estate investment trusts. State and Local Taxes Under Title 31, Section 3124 of the United States Code, as amended, "obligations of the United States" are exempt from state, municipal or local taxes, other than estate or inheritance taxes and nondiscriminatory taxes or other nonproperty taxes imposed on corporations. The United States Supreme Court has held, however, that certain Federally guaranteed trust or pool certificates should not be treated as "obligations of the United States" for purposes of Section 3124, principally because such certificates are secondary, and not primary, obligations of the United States. Consequently, beneficial owners of Certificates will be unable to claim that the Certificates and the interest thereon are exempt from state, municipal, or local taxes under Section 3124 or under the principle of intergovernmental tax immunity. Prospective investors are urged to consult their individual tax advisors to determine the tax treatment of the Certificates and the interest thereon in their states. Sale or Other Disposition If a beneficial owner of a Certificate sells, exchanges or otherwise disposes of the Certificate, the beneficial owner will recognize gain or loss in an amount equal to the difference between the amount realized by the beneficial owner upon the sale, exchange or other disposition and the beneficial owner's adjusted tax basis in the Certificate. The adjusted tax basis of a Certificate to a particular beneficial owner generally will equal the beneficial owner's cost for the Certificate, increased by any discount previously included by such beneficial owner in income with respect to the Certificate and decreased by the amount of principal payments previously received by such beneficial owner with respect to the Certificate. Any such gain or Toss will be a capital gain or loss if the Certificate was held as a capital asset, except for gain representing accrued interest and accrued discount not previously included in income. Capital losses generally may be used only to offset capital gains. Backup Withholding A backup withholding tax may be imposed on any reportable payment unless the recipient (i) has furnished under penalties of perjury an accurate taxpayer identification number or (ii) is exempt from the backup withholding provisions of the Code. Corporations and certain other entities are, and individuals are not, exempt from the backup withholding provisions. In the case of an individual, the individual's social security number is his or her taxpayer identification number. A reportable payment would include interest payments to a beneficial 16 2027081744 Affordable Housing Pro 10:52:47 a.m. 12-14-2010 19 /21 owner of a Certificate and proceeds from the sale of a Certificate before maturity to or through a broker or dealer in securities. Any amount withheld under the backup withholding rules from a reportable payment to a beneficial owner of a Certificate would be allowed as refundable credit against the beneficial owner's United States Federal income tax, provided that the required information is furnished to the IRS. LEGAL MATTERS The legality of the sale of the Certificates will be passed upon for the Secretary by the General Counsel of the Department of Housing and Urban Development or his designee. Bingham McCutchen LLP, Washington, D.C., will serve as counsel to the Underwriters. LEGALITY OF INVESTMENT The Certificates are acceptable as security for the deposit of public moneys subject to the control of the United States or any of its officers, agents or employees, and are eligible as collateral for Treasury Tax and Loan Accounts. Under Federal law, national banks and state banks which are members of the Federal Reserve System may deal in, underwrite and purchase for their own account Certificates without regard to any limitation based on capital and surplus. The Certificates are eligible as security for advances to member banks by Federal Reserve Banks. PURCHASES BY EMPLOYEE BENEFIT PLANS — ERISA CONSIDERATIONS The Employee Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the Code impose certain requirements on those employee benefit plans and other arrangements to which they apply (collectively "Plans") and on those persons who are fiduciaries with respect to such Plans. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)) and certain church plans (as defined in ERISA Section (3)(33)), are not subject to ERISA, and assets of such plans may be invested in the Certificates without regard to the ERISA considerations described below, subject to other applicable Federal and state law. However, any such governmental or church plan which is qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code. Investments by Plans are subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that a Plan's investments be made in accordance with the documents governing the Plan. Prohibited Transactions In addition to the imposition of general fiduciary standards of investment prudence and diversification, ERISA and the corresponding provisions of the Code prohibit a broad range of transactions involving assets of a Plan ("plan assets") and persons having certain specified relationships to a Plan ("parties in interest" and "disqualified persons"). Such transactions, including the acquisition of Certificates, are treated as "prohibited transactions" under Sections 406 and 407 of ERISA, and excise taxes are imposed upon such persons and upon such Plans by Section 4975 of the Code. Plan Assets Regulations Pursuant to Department of Labor Regulation §2510.3-101 (the "Plan Assets Regulation"), in general when a Plan acquires an equity interest in an entity such as the Trust and such interest does not represent a "publicly offered security" (that is owned by one hundred or more investors independent of the issuer and of one another) or a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established either that the entity is an "operating company" or that equity participation in the entity by "benefit plan investors" is not "significant". In general, an "equity interest" is defined under the Plan Assets Regulation as any interest in an entity other than an instrument which is 17 2027081744 Affordable Housing Pro 10: 53:08 a.m. 12-14-2010 20/21 treated as indebtedness under applicable local law and which has no substantial equity features. It is anticipated that the Certificates will be considered equity interests in the Trust for purposes of the Plan Assets Regulation, and that the assets of the Trust may therefore constitute plan assets if Certificates are acquired by Plans. In such event, the fiduciary and prohibited transaction restrictions of ERISA and Section 4975 of the Code would apply to transactions involving the assets of the Trust. Specifically, transactions occurring in the management of the Trust's assets might constitute prohibited transactions, and if any of the Borrowers or certain affiliates of the Trust are considered or become "parties in interest" or "disqualified persons" with respect to a Plan, the acquisition or holding of Certificates by or on behalf of such Plan could be considered to give rise to a "prohibited transaction" within the meaning of ERISA and the Code, unless a statutory, regulatory or administrative exemption is available. Class exemptions granted by the Department of Labor, such as Prohibited Transaction Class Exemption ("PTCE") 84-14 (Class Exemption for Certain Transactions Involving a Qualified Professional Asset Manager), PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds), PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts) or PTCE 96-23 (Class Exemption for Certain Transactions Involving an In -House Asset Manager) may exempt certain, but not necessarily all, specified transactions involving such assets. There is a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code to a party in interest that is a service provider to a Plan investing in the Certificates for adequate consideration, provided such service provider is not (i) the fiduciary with respect to the Plan's assets used to acquire the Certificates or an affiliate of such fiduciary or (ii) an affiliate of the employer sponsoring the Plan. However, Department of Labor Regulation § 2550.408b-2 exempts ordinary and necessary servicing transactions and may apply in connection with the management of the Trust and its assets, which management duties may be ministerial in nature and not involve the exercise of fiduciary discretion. Conclusion Fiduciaries of Plans should consider whether (i) an investment in the Trust is permitted under the governing Plan instruments and is appropriate for the Plan in view of its overall investment policy, the composition and diversification of its portfolio, and (ii) an investment in the Certificates could give rise to a prohibited transaction under ERISA or the Code. Consequently, we suggest that each investor subject to ERISA consult with its legal counsel concerning the matters discussed above. UNDERWRITING The Underwriters named below acting through their Representative, Credit Suisse Securities (USA) LLC (the "Representative") have severally agreed, subject to the terms and conditions of the Underwriting Agreement, as supplemented by a Terms Agreement (the "Underwriting Agreement") between the Secretary and the Underwriters, to purchase the principal amount of Certificates set forth below opposite their respective names. The Underwriters will receive a total fee of $995,390, plus reimbursement of certain expenses incurred in connection with the issuance of the Certificates. Underwriter Credit Suisse Securities (USA) LLC $122,322,000 Banc of America Securities LLC 122,295,000 UBS Securities LLC 122,295,000 Total $366,912,000 The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent, and that the Underwriters will be obligated to purchase all of the Certificates if any are purchased. The Underwriters are permitted to engage in certain transactions that stabilize the price of the Certificates. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of such Certificates. Principal Amount of Certificates 18 2027081744 Affordable Housing Pro 10:53:30 a.m, 12-14-2010 21 /21 If the Underwriters create a short position in the Certificates in connection with the offering, i.e., if they sell more Certificates than is set forth on the cover page of this Offering Circular, the Underwriters may reduce that short position by purchasing such Certificates in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. Neither HUD nor the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of such Certificates. In addition, the Underwriters make no representation that the Underwriters will engage in such transactions or that such transactions, if commenced, will continue. The Secretary has been advised by the Representative that the Underwriters propose to offer the Certificates to the public initially at the offering prices set forth on the cover page of this Offering Circular and to certain dealers at such price less a concession not in excess of the amount set forth below for each Maturity Date. The Underwriters may allow and such dealers may reallow a concession not in excess of the amount set forth below for each Maturity Date to certain other dealers. After the initial public offering, the public offering prices and such concessions may be changed. The Certificates are a new issue of securities with no established trading market. The Underwriters intend to make a market in the Certificates but are not obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the Iiquidity of the trading market for the Certificates. Concession ReaUowance (Percent of (Percent of Maturity Date Principal Amount) Principal Amount) August 1, 2011 0.0750% 0.0375% August 1, 2012 0.1.000% 0.0500% August 1, 2013 0.1250% 0.0625% August 1, 2014 0.1500% 0.0750% August 1, 2015 0.1750% 0.0875% August 1, 2016 0.2000% 0.1000% August 1, 2017 0.2250% 0.1125% August 1, 2018 0.2250% 0.1125% August 1, 2019 0.2250% 0.1125% August 1, 2020 0.2250% 0.1125% August t, 2021 0.2500% 0.1250% August 1, 2022 0.2500% 0.1250% August 1, 2023 0.2500% 0.1250% August 1, 2024 0.2500% 0.1250% August 1, 2025 0.2500% 0.1250% August 1, 2026 0.2500% 0.1250% August 1, 2027 0.2500% 0.1250% August 1, 2028 0.2500% 0.1250% August 1, 2029 0.2500% 0.1250% August 1, 2030 0.2500% 0.1250% The Underwriting Agreement provides that HUD will, if an appropriation specifically is made available by the United States Congress for such purpose, indemnify each Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments that the Underwriters may be required to make in respect thereof. AVAILABLE INFORMATION This Offering Circular contains a summary of the material terms of the Certificates and the Trust Agreement. Any statements made herein are qualified in their entirety by reference to the more detailed information contained in the above documents, copies of which are available from the Trustee at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259. 19 4‘5,504ENr IA ;: 11111111 " 46 4N DEvf OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT Dear Sir or Madam: Received City ot cornrrn!ty U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON, D.C. 20410-7000 JUL 2 6 2016 July 22, 2010 Re: Note issued by the City of Miami, FL in the amount of $ 2,300,000 Trust certificates guaranteed by the Secretary of Housing and Urban Development (HUD) were sold in an underwritten public offering on July 21, 2010. These trust certificates are backed by a pool composed of your note (number B-90-MC-12-0013) and the notes of other participating borrowers. Enclosed is a fully executed copy of the Contract for Loan Guarantee Assistance executed in connection with the public offering. If you have any questions regarding this letter, please get in touch with me at 202.708.1871. Very sipcerelyours;., Paul D. Webster Director, Financial Management Division Attachment U.S. DEPARTM1 N T OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S.C. §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee•Assistance ("Contract") is entered into by the City of Miami as Borrower (the "Borrower"), and the Secretary of Housing and Urban Development ("Secretary's), as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-90-MC-12-0013, in the Aggregate Principal Amount of 2,300,000,and any amended note or note issued in substitution for such note and having the same note number (the "Note"). This is one of multiple Contracts under the Funding Approval ("Commitment") of the same number, which was approved by the Secretary on September 26, 1990. Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds." The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement.and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee are sometimes collectively referred to as the "'Fiscal Agent/Trustee." T. PART I The Note. The Note is payable to the Trustee as Registered Holder. On the public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters. The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is -sold to the Underwriters shall be the interest rate inserted on the 2 Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing -on the Public Offering Date. The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements. After the Public Off -ring Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts. B. Consents. By execution of this Contract, the Borrower ratifies'and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) . In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Tr.ustee.and agrees to the respective terms of the Fiscal Agency/Trust Agreements. C. Prior Contracts. As.of the date of the Secretary's Guarantee of the•Note, this Contract supersedes any prior Contract for Loan Guar.ante_e.Assistance..entered into between the parties with respect to the Guaranteed Loan Funds, the. terms of the Secretary's .Guarantee and any -other matter covered by this Contract, provided that any such -prior Contract continues to govern any action taken by the Borrower .or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provi Sions of paragraph 4 of this Contract). Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5 (a) , 5 (b) , 5 (d) , or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof. 3 PART II 1 Receipt, Deposit and Use of Guaranteed Loan Funds. (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The GuarlLcd Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Prog_am•Custodial'Account" (Attachment 1) and shall be continuously ?maintained for the Guaranteed Loan Funds. Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a). Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10.hereof, held in the Guaranteed Loan Funds Investment Account. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities. in no event shall the investments mature on or after N/A , or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account. The Guaranteed Loan Funds Investment Account need .only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations. Such Letter A Agreement must be Executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) _A_11 proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account. All fundsthe Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A . Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of•this Contract. (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and.a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note,: all right, title, and interest of the E.grrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investme-nt Accounts shall immediately vest in the Secretary for use in making payment .on_..the.. Note,._. pia_r_chas.e__o.T__.G.overnment _Qb11.g.at-ions.. in.-aC_cordance with paragraph 10, dr payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 2. Payments Due on Note. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal. Agency/Trust Agreements, .payment shall be made by 3:00 P.N. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding. the relevant Inte rest•Due Date or Principal Due Date (each as defined in the Note). If any Note Payment Date falls on a day that is not a Business Day, then the _required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. Upon final payment of all amounts due to Holders under the •Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary. Upon final payment to the Secretary of any amounts due aS a result of Guarantee Payments.or otherwise due under 5 to the Borrower in discharge of the Borrower's obligations under the Note. 3. Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract. A Payments Due Fiscal Agent or Trustee; Documents to the Secretary. (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the pub lic offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3.11 and 7.01 thereof. In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date. (b) The Borrower shall submit to the Secretary not later than twelve -(12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that: (i) the .governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract;(ii)the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR 5570.705(b)(2) and paragraph 5(a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract.. In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e.g., paragraph 5(c), or paragraph 15, et seq.), at the time required thereby. (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters•incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering 6 Date, or if the Borrower fails for any submit in acceptable form any document Contract (incl_uding paragraph 4 (b) ) to the Public Offering Date. By execution Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract. reason timely to required by this be submitted before and delivery of this (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any • indemnification by the Borrower from any source other than funds or other security pledged pursuant to paragraphs D (if applicable) , 5, or 15, et seq., of this Contract. 5. Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any .grants which are or.may become available to the Borrower pursuant to Section 1.08(q). (b) Program income, as defined at 24 CFR 570.500(a)(or any successor regul_ation), directly generated from the use of the .G.aran_te.e_d...L.o.an._Funds ... .. (c) Other security as described in paragraph 15, et seq., or incorporated herein by paragraph D hereof, as applicable. (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract. 6. Loan Repayment Account. (a) All amounts pledged pursuant .to paragraphs 5 (b) , 5 (c) , and 5(d) of this Contract shall be deposited i_!mediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds. The Loan Repayment Account need only be.• established if and when the Borrower receives amounts pledged • pu'Ysuan,u, ,Zo p.aTagz;aph,,5<:(b) ,. 5.(c.):ti .or,...;5 (..d.)... Such LIn ter.:, 7 Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof. All temporary investments, whether or not required as above, shall be l i mi ted to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account. (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts. 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'paT;=ToadS s2 .:a_p2ui. aq 02 iTe;fTTun a3-2 ;o2aauos S'Tq...:o ud27b2a2d a0/pu2 z udpab2a2d Aq paaTnbaa squaurC2d :2ua AacqaDD S GL'{1. zq .uoT12uT.uiaa a.p. 2 uodn -quaiftadag 04 spund OECD ao:.._asP -goza sa o ....gLIBTE s TE.z=Ta:zoas ' 8 sasodand eons, Do; Aan.s2aa,T -s-n ai{? ui0a; uW2.:_p4 EM aa2 q0 aufq ;O 90 T u0Tgpas .aapun S;u2a.5 u?O.aa Spun: aio: q •squn000v quaul;SaAUT ;ualal 2da upon- a q. ao ;uaulL2daE u2oq au T uT aTg2TT2r_2 .Spun; asangsTp AT.T2Tnu2T.sgns 'Tags aaMoaaoE au; 'bu T;TaM uT Aap-;aDoas .q Aq pazTa0tT2 ATssaadxa .asTMI n.o sse un ao uTa1a 4 papT.Load A T Teo L; Toads as TMoa 4 o SsaTun . a2;;Dori au; :o TpAoadd2 ua;;TaM aoTad c4; aaTnbaa TTegs SaSOdand i{OnS aO; spun; (b) 80T uoTa0as TO asn Dai.{;O pu2 Lao7aa-a-411, pasn aq osT2 a;oN euq Aq paou2uT; saT;TAT;02 pu2 - (s)=Oacoad aTgT5TTa au; sTaoddns uoTii ?off auk ;o (b)8QT uoTgoas G� ;uenSand ;uaulaaab;z - u2a- TQ3 u2 aapun aP_aaSaa aoTAaas ;gap sp ao ssuauii2d Lions ao; aaMo:.zog a.; 04 9T012TT2^2 nTT2oT Toads spun-' iuv - 0 L u,d2a52a2d uqTM a0u2pa0002 uT suoT225 TTgQ auatauaaAos ;O asPuoand cut 10 'S7uauiaaa5 gsnaL/Aouebv T20sT.7i au; Do 102a_uos sTTu- aapun aaMoaaog auk. ;o uoT;25TTgo 1ag;o Aug ;o yuauiA2d ' (aqo au; uT pauT;ap s2) uo: duiapaE T2uoTgdo 'aaoN au; uo ..np S;uatuApd a0; aaMO.;_z08i au7 Aq pasn aq 0; paZTa0u4n2 aa2 (UIOo;aaaua paATaap auoDt_iT ui2aboad buTpnTou; ) 0 901 JOTgoas aapun aaMOa00E{ GU" o-' a iq2 L �n2 spun Au-q - quaurladaa log spun3 IQES ao Iaa ,saaD ;o esn • u0T;aaosTp aTOs STu uT AD2 aODeS auk. Aq pa;oaTa s2 aS20 i.1029 UT 'SYuauiaaa5i ;sna1/Aouabv T2osTz ai_{q a0 ;02a;uoo sTt T aaoun aaMoaaog auk ;o uoTZ2bTTg0 aau;o zu2 ;o ;uaUL2d Do '0I gd2ab2a2d u;,TM aDu2pa00O2 uT suo:T25TLgo ;uaWuaaA05 ;O aseuoand JaqoN auT uo qua -Eked buTN2ui uT asn ao; AIDS agq uT ?.sar_ ATag2TpaunuT TT2us STunG00� ZuauisaAUT quauiA2daE u2ol 8 9 1 0. Defeasance. For purposes of this Contract,•the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and In amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note. The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and.the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal ,mount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note. "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has •capital_ and surplus (exclusive of undivided profits) in excess of $100, 000, 000. 1. Default. (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to: (1) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents. (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a). (c) In addition to Defaults under paragraph 11(a), the 10 ,14 Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570.913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title 1 of the Act. Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion_ pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding cornsnitments, and/or direct the Borrower's ower's i_nanc_al nst_ltut_l r%o: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loaf_ Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from•the Guaranteed Loan•Funds Investment Account or the Loan Repayment Investment Account. 12. Remedial Actions. Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions: (a) With any funds or security pledged under this Contract, the Secretary may (i) continue. to make paymei is due on the Note, (ii-) make an acceleration payment :wi th respect to the principal amount•of the Note subject to Optional Redemption. •as.provided in Section B.of.the Note, (iii) purchase Government Obligations in accordance with ..par.agraphi,10.of this Contract, interest -due -for late.. payment as ,pr.ovi ded . i n the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the • Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default. (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or .grant approvals for the Borrower under Sections 108 and/or 106 of the Act. (c) The Secretary may direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan"Funds Account or the Loan Repayment' Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account; and/or -direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account. (_.d, 4� th,,,.res,pe;caw, to amo.,unts.;asub,J.ec : Kok Option Secretary may accelerate the Note. (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under•.this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default. (_) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received -as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon confirmed receipt. The Secretary: U.S. Dept. of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washington, DC 20410 Borrower: City of Miami Attention: George Mensal,, Director Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 13. Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D, 5, or any Special Conditions of this Contract, as applicable. Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements. 12 14. Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on May 31, 1990 under the Funding Approval for grant number to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof. 15. Special Conditions and Modifications: (a) The Guaranteed Loan Funds shall be used only to prepay principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-90-MC-12-0013, dated February 1, 1995. The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note. .The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account. Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be inade .by. wire transfer to the Trustee on the day prior to the-Fiblic-Offering Date. In addition to the Secretary's rights_ under paragraph 9 of this Contract, the Secretary may_.use funds pledged under paragraph 5(a) of this.Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower. (b) Additional Grounds for Default. Notice of Default. Restriction of Pledged Grants. Availability of 0ther Remedial Actions. (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a • "Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to: (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note. The Borrower further acknowledges and agrees that if the Secretary._(in the Secretary's sole discretion) determines that Pledged Grants are 13 purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii)and (iii)(without-_ below notice or hearing, which the Borrower expressly waives). ii) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants. i) 'If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purpoes specified in (A) and (B) of paragraph (i) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12. This paragraph shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies. available under paragraph 12. All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above. [Rest of Page Intentionally Left Blank] 14. THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary). The City of N ami, Florida BORROWER CA2Los A. 1 6ayA (Name) kAANA6Ea — (Title) Da SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY. (Signature) Yolanda Chavez Deputy Assistant Secretary for Grant Programs (Title) JUL 212010 (Date).