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HomeMy WebLinkAboutExhibit CExhibit C The Forward Commitment Letter dated as of March 19, 2019 between the City and the Lender. CHAPMAN DRAFT DATED FEBRUARY 19, 2019 $90,000,000 THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM PARKING FACILITIES PROJECT) COMMITMENT LETTER City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Dear Ladies and Gentlemen: March 19, 2019 The undersigned, Capital One Public Funding, LLC (the "Lender"), hereby offers to enter into this Commitment Letter (this "Commitment Letter ") with the City of Miami, Florida (the "City") for the extension of credit by the Lender to fund the issuance by the City of the Note specified below. This offer is made subject to acceptance by the City prior to 11:00 p.m., prevailing local time, on the date hereof (the "Commitment Date "), and upon such acceptance, this Commitment Letter shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Lender, except as provided in Section 1 hereof. If this offer is not accepted on or before 11:00 p.m., prevailing local time, on the date hereof, this offer will terminate unless the City and the Lender agree in writing to extend the time for the City's acceptance. SECTION 1. ISSUANCE. (a) Upon the terms and conditions and upon the basis of the representations, warranties and covenants herein set forth, the Lender hereby agrees to extend credit to the City, and the City authorizes the issuance to the Lender, of all (but not less than all) of the City' s Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) (the "Note ") at a price of $90,000,000 (which represents the principal amount of the Note). The issuance date of the Note, maturity dates and interest rates per annum are as set forth on the schedule attached hereto as Exhibit A and made a part hereof. (b) The Note will be prepared and delivered to Bryant Miller Olive P.A., Miami, Florida, Bond Counsel to the City ("Bond Counsel"), at an escrow closing to be held on the date hereof. The Note is being issued by the City for the purpose of providing funds to currently refund and redeem on [July 1, 2020] (the "Redemption Date ") $ [ ] of the presently outstanding principal amount of the originally issued $84,540,000 Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project) dated as of and issued on [July 22, 2010] (the "Series 2010A Bonds ") at par plus any unpaid accrued interest on the Series 2010A Bonds to the Redemption Date and (ii) paying the cost of issuance with respect to the Note, including other costs of issuance (in the amount of $[ ]) payable in connection with the issuance of the Note. Forward Commitment Letter (City of Miami) 4847-3795-0600 v5 2270502 (c) The Note shall be described in and shall be issued and secured under and pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Florida Statutes, Chapter 159, Part VII, Florida Statutes, the Charter of the City, and other applicable provisions of law, (collectively, the "Act"), [ ] (the "Refunding Bond Resolution"), (the "Supplemental Resolution," together with the Refunding Bond Resolution, the "Resolution"), a Loan Agreement , the hereinafter defined Interlocal Agreement, the hereinafter defined Parking Agreement (collectively with the Note, the "Related Documents"). (d) The Note will be a special obligation of the City payable from and secured by a lien upon and pledge of (i) the City's portion of the proceeds of the Convention Development Tax allocated under an interlocal agreement with Miami -Dade County (the `Interlocal Agreement"), (ii) all parking fees and charges received by the City from Marlins Stadium Operator, L.L.C. (the "Stadium Operator ") with respect to the parking garage pursuant to the Parking Agreement dated April 15, 2009 (the "Parking Agreement"), by and among the City, the Stadium Operator, and Miami -Dade County (the "County"), pursuant to which the City has constructed certain parking appurtenances and ancillary facilities, including but not limited to retail space, parking structures and surface lots including approximately 6,000 total parking spaces located adjacent to the site commonly referred to as the Marlins Baseball Stadium (the "Project"), and (iii) 80% of the City's Parking Surcharge which is derived from Project in connection with the parking revenues, (iv) Non Ad -Valorem Revenues deposited into the Note Fund established by the Resolution and the Loan Agreement and in accordance with requirements of the prior pledged revenue structures of the Authorizing Resolution for the Series 2010A Bonds, (v) to the extent necessary, any other funds deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by the Resolution and the Loan Agreement, and (vi) income received from the investment of moneys deposited into the Funds and Accounts established by the Resolution and the Loan Agreement (collectively, the "Pledged Funds"). (e) The Note shall be dated [May 1, 2020]. The aggregate principal amount, maturity and principal installments of the Note and the rates of interest to be borne by the Note and the terms of redemption of the Note are as set forth in Exhibit A hereto. The Note will be subject to such other terms as described in the Resolution, the Loan Agreement and the other Related Documents. SECTION 2. CITY'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Any certificate signed by an authorized officer of the City and delivered to the Lender at or prior to the date hereof and/or Issuance Date, as applicable, shall be deemed a representation and warranty by the City to the Lender as to the statements made therein. By its acceptance hereof, the City represents and warrants to and agrees with the Lender that, as of the date hereof and as of the Issuance Date: (a) the City is a body politic and corporate of the State of Florida (the "State"); (b) the members of the governing body of the City ("Governing Body") are the duly elected, qualified and presently acting members of the Governing Body; 2 (c) the City is authorized by the laws of the State, including the Act, to adopt the Resolution, and enter into this Commitment Letter, the Loan Agreement and the other Related Documents and the transactions contemplated hereby and thereby including, inter alia, the issuance of the Note; (d) the City has complied with the laws of the State and the Act and has full power and authority to adopt the Resolution, to enter into this Commitment Letter and the transactions contemplated hereby including, inter alia, the issuance of the Note and execution and delivery of the Loan Agreement and the other Related Documents; (e) by official action of the City taken prior to or concurrent with the acceptance hereof, the City has duly authorized, approved, and consented to all necessary action to be taken by the City for: (i) the adoption, execution, delivery and performance of this Commitment Letter and the transactions contemplated hereby; and (ii) the execution, the delivery and the due performance of any and all other agreements and instruments that may be required to be executed and delivered by the City to which it is a party in order to carry out, to give effect to and to consummate the transactions contemplated by this Commitment Letter; (f) this Commitment Letter when duly authorized, executed and delivered, will constitute a legal, valid and binding obligation of the City enforceable against the same in accordance with the terms hereof, except as the enforcement hereof may be affected by bankruptcy, insolvency, or other laws or legal or equitable principles affecting the enforcement of creditors' rights generally ( "Creditors' Rights Limitations"); (g) the adoption of the Resolution and the execution and delivery by the City of the Note and this Commitment Letter, Loan Agreement and the other Related Documents and compliance with the obligations on the City's part contained herein and therein will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or other assets of the City under the terms of any such law, regulation or instrument, except as provided or permitted by the aforementioned documents; (h) all approvals, consents and orders of any governmental authority, legislative body, board or agency having jurisdiction in any matter that would constitute a condition precedent to or the absence of which would materially and adversely affect the due performance by the City of its obligations under this Commitment Letter, the Resolution, the Note, the Loan Agreement and the other Related Documents and the transactions contemplated hereby and thereby have been (to the extent required), or prior to the Issuance Date will have been duly obtained; 3 (i) the Note, when issued and delivered in accordance with the Resolution, the Loan Agreement and the other Related Documents and sold to the Lender as provided herein, will be valid and legally enforceable &eclat limited WAN"of the City payable from the Pledged Funds. (j) the financial information, budget, projections, reports and other papers and data with respect to the City furnished by the City to the Lender were, at the time the same were so furnished, correct in all material respects. No fact is known to the City that materially and adversely affects or in the future may (as far as it can reasonably foresee) materially and adversely affect the security for any of the Note, or the ability of the City to repay when due the Note, that has not been set forth in the financial statements and other documents previously provided to Lender or otherwise disclosed in writing to the Lender. The documents furnished and statements made by the City in connection with the negotiation, preparation or execution of this Commitment Letter and the issuance of the Note are, and as of the Issuance Date will be, true, correct and complete in all material respects and do not, and as of the Issuance Date will not, contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (k) except as previously disclosed in writing to the Lender, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency or public board or body pending or, to the best knowledge of the Governing Body, threatened adversely affecting the existence of the City or the entitlement of its elected officials to their respective offices, or which may affect or which seeks to prohibit, restrain or enjoin the issuance, sale or delivery of the Note, or this Commitment Letter, or the completeness or accuracy of the documents furnished and statements made by the City in connection with the negotiation, preparation or execution of this Commitment Letter and the issuance of the Note, or which contests the powers of the City or any authority or proceedings for the issuance, sale or delivery of the Note, or the execution, approval and delivery of the Resolution or this Commitment Letter or the other Related Documents or wherein an unfavorable decision, ruling or finding would have a material adverse effect on the financial condition of the City; (1) the Note shall be registered in the name of the Lender, as a single, fully registered note and delivered in physical, non -book -entry, certificated form. The Note shall not be (i) assigned a specific rating by any rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service; (m) if between the date of this Commitment Letter and the Issuance Date any event shall occur to the knowledge of the City which would or might cause the material contained in the documents furnished and statements made by the City in connection with the negotiation, preparation or execution of this Commitment Letter and the issuance of the Note or in any financial information, budget, projections, reports and other papers and data with respect to the City, to contain any untrue statement of a material fact or to omit 4 to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Lender thereof and provide Lender with updates so that such documents and information do not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (n) any certification signed by any member of the Governing Body or any other City official or employee and delivered to the Lender shall be deemed to be a representation and warranty of the City to the Lender as to the truth of the statements made therein; (o) the City covenants that between the date hereof and the Issuance Date it will take no action that will cause the representations and warranties made herein to be untrue as of the Issuance Date; (p) there has not been any material and adverse change in the financial condition or the operations of the City since , 20 that has not been brought to the attention of the Lender in writing prior to the date of this Commitment Letter; (q) the City is not in violation of or in default (or with the lapse of time and/or receipt of appropriate notice would be in default) under any existing applicable law, court or administrative regulation, judgment, decree, order, agreement, indenture, mortgage, lease or sublease to which the City or any of its properties is a party or is otherwise bound, that would have a material and adverse effect upon the operations or the financial condition of the City or the transactions contemplated by this Commitment Letter; (r) upon request as soon as available the City shall send the Lender a copy of its audited financial statements as of the end of the City's fiscal year and such other information regarding the business affairs, financial condition and/or operations of the City as the Lender may from time to time reasonably request; (s) the City has never defaulted in the payment of the principal of or interest on any of its bonds, notes or other obligations; (t) the Lender and its successors and assigns have the right to assign, transfer or convey the Note (or any interest therein or portion thereof) only to any of its affiliates or to banks, insurance companies or other financial institutions or their affiliates, including participation or other arrangements with such entities. No signature guarantee shall be required for transfers of the Note; (u) in connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the City believes it may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice of its incurrence of its obligations with respect to the Note 5 and related documents and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with the Note and related documents, in each case including a full copy thereof or a description of the material terms thereof (each such posting, an "EMMA Posting"). The City agrees that it shall not file or submit or permit the filing or submission of any EMMA Posting that includes information relating to the Lender, including the following unredacted sensitive or confidential information about the Lender or its affiliates in any portion of an EMMA Posting: address and account information of the Lender or any affiliates, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lender or its affiliates. The City shall provide Lender with a copy of each EMMA Posting prior to submitting or posting on EMMA. The City acknowledges and agrees that the Lender and its affiliates are not responsible for the City's or any other entity's (including, but not limited to, any broker -dealer's) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule; (v) the City represents and warrants to the Lender that neither it, nor to the knowledge of the Governing Body or its officers, is a person or entity named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of any such person or entity. The City further represents and warrants to the Lender that neither it, nor to the knowledge of the Governing Body or its officers is directly or indirectly engaged in or facilitating the transactions contemplated by this Commitment Letter on behalf of any person or entity named as a Specially Designated National and Blocked Person; (w) the City covenants that on and after the Issuance Date: (i) the Note will be a special obligation of the City; and (ii) the principal of, premium, if any, and interest on the Note will be payable from the Pledged Funds and moneys and accounts pledged therefor pursuant to the Resolution, the Loan Agreement and the other Related Documents (x) promptly upon obtaining knowledge of any "default" or "event of default" as defined under any material obligations of the City, the City shall provide the Lender written notice specifying in reasonable detail the nature and period of existence thereof and what action the City has taken or proposes to take with respect thereto. As promptly as practicable, the City shall provide the Lender with written notice of all material events, legislation, actions, suits or proceedings pending or threatened which could (i) adversely impact the existence of the City or the legality, validity or enforceability of this Commitment Letter, the Resolution, the Note, the Loan Agreement or any other Related Document; or (ii) materially impair the security for the Note or ability of the City to perform its obligations under this Commitment Letter, the Resolution, the Note, the Loan Agreement or any other Related Document. All representations, warranties, covenants, agreements, and indemnities of the City contained in this Commitment Letter shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the City or the Lender and shall survive: (i) delivery 6 of the Note to the Lender and payment by the Lender therefor pursuant to this Commitment Letter; or (ii) termination of this Commitment Letter. SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE LENDER. (1) By execution and delivery of this Commitment Letter, the Lender represents and warrants that as of the date hereof and the Issuance Date: a. the Lender has been duly authorized to execute this Commitment Letter; b. the payment for, acceptance of, and delivery and execution of any receipt for the Note, shall be made solely by the Lender and shall be valid and sufficient for all purposes and binding upon the Lender; c. this Commitment Letter, assuming due authorization, execution and delivery of the same by the City, will constitute a legal, valid and binding obligation of the Lender enforceable against the same in accordance with the terms hereof, except to the extent that enforcement hereof may be limited by Creditors' Rights Limitations; and d. the Lender is acting solely for its own loan account and not as a fiduciary for the City or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary. It has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the City (including to any financial advisor or any placement agent engaged by the City) with respect to the structuring, or delivery of this Commitment Letter or the Note. The Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the City with respect to the transactions relating to the structuring, or delivery of this Commitment Letter or the Note and the discussions, undertakings and procedures leading thereto. Each of the City, its financial advisor and its placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to this Commitment Letter and the Note from its own financial, legal, tax and other advisors (and not from the undersigned or its affiliates) to the extent that the City, its financial advisor or its placement agent desires, should or needs to obtain such advice. The Lender expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the City's financial advisor or placement agent, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the City' s financial advisor or placement agent, with respect to any such matters. The transactions between the City and the Lender are arm's length, commercial transactions in which the Lender is acting and has acted solely as a principal and 7 for its own interest and the Lender has not made recommendations to the City with respect to the transactions relating to this Commitment Letter and the Note. (2) All representations, warranties, covenants, agreements, and indemnities of the Lender contained in this Commitment Letter shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the City or the Lender and shall survive: (i) delivery of the Note to the Lender and payment by the Lender therefor pursuant to this Commitment Letter; or (ii) termination of this Commitment Letter. SECTION 4. THE COMMITMENT DATE. At 10:00 a.m., New York City time, on the Commitment Date, or such later time or on such later date as may be mutually agreed upon in writing by the City and the Lender, the City will, subject to the terms and conditions hereof, deliver to the offices of Bond Counsel in Miami, Florida or at such other place as agreed upon by the Lender and the City the various documents hereinafter referenced as follows, each in form and substance satisfactory to the Lender: (a) The approving opinion of Bond Counsel to the City, dated the Issuance Date, in draft form, and addressed to the City, in substantially the form of Exhibit B to this Commitment Letter; (b) A supplemental opinion of Bond Counsel, dated the Issuance Date, in draft form, and addressed to the City, to the effect that: (a) the Note and the Loan Agreement are not required to be registered under the Securities Act of 1933, as amended and it is not necessary to qualify the Resolution under the Trust Indenture Act of 1939, as amended; (b) the City has full power and authority to enter into this Commitment Letter, to issue the Note, and to carry out and consummate all transactions contemplated to be performed by it pursuant to this Commitment Letter, the Note, the Loan Agreement, the other Related Documents and the Escrow Deposit Agreement relating to the Series 2010A Bonds (collectively, the "City Documents"); and (c) except as to the possible application of State securities laws, as to which no opinion need be expressed, no authorization, declaration, approval, consent or other order of any governmental authority or agency is required to be obtained for the execution, issuance and sale of the Note by the City and the valid authorization, execution and delivery of the City Documents by the City; (c) A reliance letter of Bond Counsel, dated the Issuance Date, in draft form, to the effect that the Lender, Escrow Agent and Bond Insurer may rely on the opinions set forth in Sections 6(a) and (b) hereof as though same were addressed to them; (d) A legal opinion of the Office of the City Attorney, Miami, Florida, Counsel to the City (the "City Attorney"), dated the Commitment Date, to the effect that: (i) the City is a political subdivision of the State duly organized and existing under the laws of the State; (ii) the City has full legal right and power and is authorized to execute and deliver or adopt, as the case may be, and to perform its obligations under this Commitment Letter; (iii) the City has duly authorized all necessary action to be taken by it for the execution, delivery or adoption, as the case may be, and performance by the City of this Commitment 8 Letter; (iv) the approval, execution, delivery or adoption, as the case may be, and performance of this Commitment Letter does not and will not contravene any provision of existing law or regulation; (v) this Commitment Letter assuming due authorization, execution and delivery by the Lender, is the legal, valid and binding obligations of the City, enforceable against the City in accordance with its terms, except as such enforceability may be limited by Creditors' Rights Limitations; (vi) all consents, approvals or authorizations of any governmental board, required on the part of the City in connection with the approval, execution or acknowledgment, as the case may be, delivery or adoption, as the case may be, and performance of this Commitment Letter, the absence of which would materially and adversely affect the due performance by the City of its obligations under this Commitment Letter have been duly obtained, and the City has complied with all applicable provisions of law requiring any designation, declaration, filing, registration and/or qualification with any governmental board, the failure to comply with which would materially and adversely affect the due performance by the City of its obligations under this Commitment Letter; (vii) the authorization, approval, execution, delivery or adoption, as the case may be, and performance of this Commitment Letter do not and will not conflict with, or result in the breach of the terms, conditions or provisions of, any agreement of the City, or constitute a default under or result in or permit the creation or imposition of any lien, charge or encumbrance upon any of the properties of the City pursuant to any indenture, mortgage or other agreement or instrument to which the City is a party or by which its assets are bound; (viii) the City is in compliance with all provisions of all constitutions, statutes, rules, regulations and orders and all governmental and nongovernmental bodies, all governmental approvals and all orders, judgments and decrees of all courts and arbitrators with respect to the performance of its obligations under this Commitment Letter, the non-compliance with would materially and adversely affect the due performance of its obligations under this Commitment Letter; and (ix) except as otherwise previously disclosed in writing to the Lender, there is no action, suit, proceeding, inquiry or investigation at law or in equity or by or before any governmental instrumentality or other agency, pending or, to such counsel's knowledge, after reasonable inquiry, now threatened against or affecting the City (or, to such counsel's knowledge, is there any basis therefor), or to which the City is or may be a party or to which the property of the City is or may be subject (1) restraining or enjoining the issuance, sale or delivery of the Note, (2) questioning or affecting the validity of this Commitment Letter, the Resolution or any Related Document, (3) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, registration, issuance or delivery of the Note or any other Related Document or (4) questioning or affecting (A) the organization or existence of the City or the title to office of the officers thereof or any power of the City, or (B) the power or authority of the City to pledge the Pledged Funds to repay the Note (collectively, the "City Opinion"); (e) A legal opinion of Lender's Counsel, dated the Commitment Date, in substantially the form of Exhibit C, to the effect that: (i) the Lender has the limited liability company power and authority to enter into and fulfill its obligations under this Commitment Letter; (ii) this Commitment Letter has been duly authorized by all necessary limited liability company action and executed and delivered by the Lender; and (iii) assuming the due authorization, execution and delivery of the same by the City, this 9 Commitment Letter constitutes a legal, valid and binding obligation of the Lender enforceable against the same in accordance with the terms thereof, except to the extent that enforcement may be limited by Creditors' Rights Limitations and subject to other customary or reasonable qualifications; (f) An Arbitrage and Tax Certificate (the "Non Arbitrage Certificate") in draft form, dated the Issuance Date, which shall set forth the facts, estimates and circumstances sufficient to satisfy the criteria which are necessary under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), to support the opinion of Bond Counsel that interest on the Note is excludable from gross income to the beneficial owners thereof under the Code; (g) A certified copy of each of the Refunding Bond Resolution and the Supplemental Resolution which shall have been duly adopted and be in full force and effect as of the Commitment Date and as of the Issuance Date and shall not have been amended, modified or supplemented, since the date hereof, except as may have been agreed to by the Lender. The Notice of Adoption of the Refunding Bond Resolution shall be properly advertised in accordance with the Act. Proof of said advertisements, places of advertisement, and the text of the Refunding Bond Resolution and the Supplemental Resolution shall be satisfactory in form and substance to Bond Counsel and to the Lender; (h) Unexecuted copies of the Loan Agreement and executed copies of each of the other City Documents; (i) The unexecuted Note of the City to be held, along with the other documents required hereby, by Bond Counsel in escrow until full satisfaction of the conditions set forth in Section 6 of this Commitment Letter on the Issuance Date; (j) An incumbency and authority certificate of the City, dated the Commitment Date, with respect to the signatory on behalf of the City of this Commitment Letter; (k) A certificate of the City, dated the Commitment Date, signed by the 1 ] of the City, to the effect that: (i) the City is a political subdivision of the State duly organized and existing under the laws of the State; (ii) the members of the Governing Body of the City have been duly appointed and qualified in accordance with the laws of the State, and any past members of the Governing Body of the City who have previously performed any action contemplated in this Commitment Letter and any other certificates to be executed by the City on the Commitment Date as required by Bond Counsel to give effect to the transactions contemplated hereby and thereby and the ordinances and resolutions authorizing the City Documents, were, at the time of such action, duly appointed and qualified members of the Governing Body of the City, as appropriate, in accordance with the laws of the State; (iii) the City has the requisite corporate power and authority to execute and deliver and perform its obligations under this Commitment Letter; (iv) the City has complied with all provisions of the State Constitution and laws of the State related to the transactions contemplated hereby and therefore has full power and authority to execute and deliver this Commitment Letter and to perform the transactions contemplated hereby; 10 (v) this Commitment Letter has been duly executed by the City and is the legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms, except as such enforcement may be affected by Creditors' Rights Limitations, and the City has duly authorized and approved the consummation by it of all other transactions contemplated by the City Documents to be performed or consummated at or prior to the date of the Commitment Date; (vi) as of the Commitment Date, the documents furnished and statements made by the City in connection with the negotiation, preparation or execution of this Commitment Letter and the financial information, budget, projections, reports and other papers and data with respect to the City previously provided to the Lender, are true, accurate and complete in all material respects, do not contain any untrue statements of material facts or omit to state material facts necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and do not fail to disclose any information that may materially affect the City' s financial condition; (vii) except as otherwise previously disclosed in writing to the Lender, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency or public board or body, pending or, to the knowledge of the City, threatened against the City or affecting the City (or, to the City's knowledge, is there any basis therefor) (1) wherein any unfavorable decision would adversely affect the existence of the City or the entitlement of the Commissioners of the City to their respective offices, or (2) wherein an unfavorable decision would materially adversely affect the transactions contemplated by this Commitment Letter or the City Documents, or (3) that contest the completeness or accuracy of the information relating to the City contained in the documents furnished and statements made by the City in connection with the negotiation, preparation or execution of this Commitment Letter and the financial information, budget, projections, reports and other papers and data with respect to the City previously provided to the Lender, or (4) that contests the powers of the City or proceedings for the final adoption, execution and enforceability of the City Documents; (viii) the City is not in violation of or in default (or with the lapse of time and/or the receipt of appropriate notice would not be in default) under any existing applicable law, court or administrative regulation, judgment, decree, order, agreement, indenture, mortgage, lease or sublease to which the City, any of the Commissioners of the City or any of its properties is a party or is otherwise bound, that would have a material and adverse effect on the due performance of the City of its obligations under the City Documents; (ix) as of the Commitment Date, the City is not in default in the payment of principal of or interest on any of its bonds, debt obligations, lease purchase agreements or guaranties; and (x) all representations and warranties of the City contained in Section 2 of this Commitment Letter are true and correct in all material respects on and as of the Commitment Date (the "City Closing Certificate"); (1) An Escrow Deposit Agreement relating to the Series 2010A Bonds in draft form, dated the Issuance Date, in form and substance satisfactory to the Lender; and (m) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bond Counsel, Lender and counsel for the Lender may reasonably request to evidence compliance by the City with the legal requirement of truth and accuracy, as of the Commitment Date, of the representations contained herein and in the 11 City Documents (insofar as it relates to the City) and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. All the opinions, letters, certificates, instruments and other documents mentioned in this Commitment Letter shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Lender and Bond Counsel. Receipt of, and payment for, the Note to the Escrow Agent shall constitute evidence of the satisfactory nature of such Note to the Lender. The performance of any and all obligations of the City hereunder and the performance of any and all conditions herein for the benefit of the Lender may be waived by the Lender in its sole discretion. Satisfaction or waiver of such conditions shall be conclusively presumed by receipt of and payment for the Note. SECTION 5. THE ACTUAL CLOSING OR ISSUANCE DATE. At 10:00 A.M., prevailing local time on [May 1, 2020], or at such later time on such date as may be agreed upon by the City and the Lender (the "Issuance Date"), the parties hereto shall, subject to the terms and conditions hereof, deliver to the respective parties each of the documents delivered at the Commitment Date and being held in escrow by Bond Counsel pursuant to Section 4 of this Commitment Letter, including the Note of the City, which shall be delivered to the Lender in physical, certificated definitive form, duly executed, together with the other documents hereinafter mentioned, and subject to the terms and conditions hereof, the Lender will accept such delivery and pay the Purchase Price of the Note (as set forth in Section 1 hereof') by wire transfer on the Issuance Date. Delivery of the documents hereinafter mentioned shall occur at the offices of Bond Counsel to the City, or at such other place as agreed upon by the Lender and the City. Executed copies of Note, Related Documents and other closing deliverables, and shall be made available to the Lender and Lender's Counsel for inspection via e-mail at least three (3) business days prior to Issuance Date. SECTION 6. ADDITIONAL OBLIGATIONS OF THE CITY PRIOR TO ISSUANCE DATE. The City shall be required to issue and deliver, or cause to be delivered to the Lender, each of the following at or prior to the Issuance Date: (a) A fully executed copy of the approving legal opinion, supplemental legal opinion and reliance letter, dated the Issuance Date, provided by Bond Counsel pursuant to Sections 4(a), (b) and (c) of this Commitment Letter; (b) A City Opinion of the City Attorney, dated the Issuance Date covering and addressing the City Documents and all matters set forth in such City Opinion as of the Issuance Date instead of the Commitment Date; (c) A fully executed copy of the Loan Agreement and the Escrow Deposit Agreement, dated the Issuance Date, provided by the City pursuant to Section 4(h) and Section 4(1), respectively, of this Commitment Letter; 12 (d) A fully executed copy of the Non -Arbitrage Certificate, dated the Issuance Date, provided by the City pursuant to Section 4(f) of this Commitment Letter; (e) A City Closing Certificate of the City, dated the Issuance Date, covering and addressing the City Documents and all matters set forth in such Closing Certificate as of the Issuance Date instead of the Commitment Date; (f) A certificate of the City, dated the Issuance Date, satisfactory in form and substance to the Lender, to the effect that the certified copy of the Refunding Bond Resolution and Supplemental Resolution and each executed Related Document provided to Bond Counsel on the Commitment Date pursuant to Section 4 of this Commitment Letter remains in full force and effect as of the Issuance Date and has not been amended, modified or supplemented since the Commitment Date, except as permitted hereby; (g) A verification report, dated the Issuance Date and addressed to the Lender, and Bond Counsel by (the "Verification Agent") as to the accuracy of the mathematical calculation made by the Lender, including specifically that the proceeds of the Note, together with other funds of the City, will be sufficient to pay the redemption price on the Series 2010A Bonds on the Redemption Date; (h) Evidence that the City has signed and Bond Counsel has completed as paid preparer and properly filed Form 8038-G with the Internal Revenue Service pursuant to Section 149(e) of the Code; (i) A fully executed copy of each other City Document dated the Issuance Date, covering and addressing the City Documents; (j) The fully executed and authenticated Note certificate registered in the name of the Lender; (k) An incumbency and authority certificate of the City, dated the Issuance Date, with respect to the signatory on behalf of the City of the City Documents; (1) A completed Form W-9 from the City; and (m) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bond Counsel, Lender and counsel for the Lender may reasonably request to evidence compliance by the City with the legal requirement of truth and accuracy, as of the Issuance Date, of the representations contained herein and in the City Documents (insofar as it relates to the City) and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. 13 SECTION 7. TERMINATION. Following satisfaction of all conditions precedent set forth in Section 4 of this Commitment Letter, the obligations of the Lender under this Commitment Letter to accept delivery of and to pay for the Note on the Issuance Date shall terminate after the Commitment Date if: (a) any of the conditions precedent set forth in Section 6 of this Commitment Letter cannot be met; (b) the City becomes insolvent and bankruptcy proceedings with respect to the City have commenced; (c) there has been any circumstance since , 20, including any litigation (or pending litigations) that has had or could be reasonably expected to have, either individually or in the aggregate, a material adverse effect on (i) the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the City or (ii) the City' s ability to perform its obligations under this Commitment Letter, the Note or the City Documents as contemplated hereby or thereby; or (d) any legislation, ordinance, rule or regulation shall be introduced in or enacted by any governmental body, department or agency of the United States of America or the State or a decision by any court of competent jurisdiction within the state shall be rendered or a stop order ruling, regulation or official statement by or on behalf of the Securities Exchange Commission shall be proposed or made or a general banking moratorium shall have been established or any new restriction by any federal or state agency or any court on the extension of credit by banks or other lending institutions shall have occurred or a national or international calamity shall have occurred that requires registration or qualification of obligations such as the Note, this Commitment Letter or any City Document or casts sufficient doubt on the legality of, or the tax-exempt status of interest on, obligations such as the Note, this Commitment Letter or any City Document so as to materially impair the marketability or lower the market price of such obligations. The Lender may exercise its right to terminate for the reasons set forth herein by notifying the City in writing of its election to do so. SECTION 8. OBLIGATION AND COMMITMENT BY PARTIES. (a) The City understands that it is requesting that the Lender lock in the interest rate for the Note on this Commitment Date. In response to the City' s request, the Lender has agreed on this Commitment Date to lock in a fixed rate of 3.95% for the Note (the "Locked Interest Rate"). The City acknowledges that the City's commitment and obligation to issue, execute and deliver the Note and other Related Documents described in Exhibit A hereto and in this Commitment Letter to the Lender on [May 1, 2020] (the "City's Obligation") is a material inducement for Lender to provide the Locked Interest Rate, and that Lender has relied on the City's Obligation in entering into this Commitment Letter and locking in the Locked Interest Rate. The City understands that, if for any reason on [May 1, 2020] the City fails or refuses to issue, execute or deliver the Note and other Related Documents to the Lender on the specific terms set forth in Exhibit A hereto and this Commitment Letter (a "City Default"), the Lender may suffer breakage costs and other losses, expenses and liabilities, as a result of having locked in the interest rates in advance under this Commitment Letter. Accordingly, in consideration of the Lender' s agreement to lock in the Locked Interest Rate the City agrees that upon a City Default the Lender shall be entitled to all remedies at law and in equity, and shall be entitled to receive injunctive, declaratory or other equitable relief, and all damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket 14 costs, expenses, disbursements, attorneys' fees, relating in any way to breach of the City' s Obligation and/or any City Default. (b) In the event the Lender fails (other than for a reason permitted under Section 7 hereof) to accept and pay for the Note as set forth in this Commitment Letter, the City shall be entitled to all remedies at law and in equity, and shall be entitled to receive injunctive, declaratory or other equitable relief, and all damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys' fees, relating in any way to breach of the Lender's commitment hereunder. SECTION 9. EXPENSES. The Lender shall be under no obligation to pay, and the City shall pay or cause to be paid from a portion of the proceeds of the Note on the Issuance Date, all expenses incident to the performance of the City's obligations hereunder, including but not limited to: (i) the cost of preparing and delivering this Commitment Letter and the City Documents; (ii) the cost of the preparation and printing of the Note; and (iii) the fees and disbursements of Bond Counsel, the City Attorney, its auditor and financial advisors, the Verification Agent, the Escrow Agent, and of any other experts or consultants retained by the City. The payment obligations of the City pursuant to this Section 9 shall survive any termination of this Commitment Letter. SECTION 10. NOTICES. Any notice or other communication to be given to the City under this Commitment Letter may be given by delivering the same in writing to the City at the address set forth above, Attention: , Telephone: , Facsimile: , E-mail: ; and any notice or other communication to be given to the Lender may be given by delivering the same in writing to: Capital One Public Funding, LLC, 1307 Walt Whitman Road, 3rd Floor Attention: Jonathan A. Lewis, President Telephone: (631) 531-2824 E-mail: jonathan.lewis@capitalone.com The approval of the Lender when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by an authorized officer of the Lender and delivered to the City. SECTION 11. PARTIES IN INTEREST. This Commitment Letter is made solely for the benefit of the City and the Lender (including the successors or assigns of the Lender), and no other person shall acquire or have any right hereunder or by virtue hereof. 15 SECTION 12. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations, warranties, covenants and agreements of the City contained in this Commitment Letter shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the City or the Lender and shall survive delivery of the Note to the Lender and payment by the Lender therefor pursuant to this Commitment Letter. SECTION 13. EFFECTIVENESS. This Commitment Letter shall become effective upon the execution of the acceptance hereof on behalf of the City by any authorized officer or official of the City and shall be valid and enforceable at the time of such acceptance. SECTION 14. COUNTERPARTS. This Commitment Letter may be executed in several counterparts, which together shall constitute one and the same instrument. SECTION 15. FLORIDA LAW GOVERNS. The validity, interpretation and performance of this Commitment Letter shall be governed by the laws of the State. SECTION 16. ENTIRE AGREEMENT. This Commitment Letter when accepted by the City in writing as heretofore specified shall constitute the entire agreement among us and is made solely for the benefit of the City and the Lender (including the successors or assigns of the Lender). SECTION 17. HEADINGS. The headings of the paragraphs of this Commitment Letter are inserted for convenience only and shall not be deemed to be a part hereof. SECTION 18. SEVERABILITY. If any provision of this Commitment Letter shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable, such determination shall apply only to the subject provision and the remainder of this Commitment Letter shall remain in full force and effect. SECTION 19. AMENDMENTS AND ASSIGNMENTS. This Commitment Letter shall not be amended or assigned, nor shall any provision hereof be waived by any party hereto, without the prior written consent of the City and the Lender. 16 [Signature Page Follows] 17 If the foregoing terms are in accordance with your understanding, please execute this Commitment Letter in the space provided below, whereupon this document will constitute a binding agreement. VERY TRULY YOURS, CAPITAL ONE PUBLIC FUNDING, LLC, as Lender By: Name: Jonathan A. Lewis Title: Manager and President Accepted as of the date first above written: CITY OF MIAMI, FLORIDA By: Name: Title: [Signature Page to Commitment Letter] EXHIBIT A CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM PARKING FACILITIES PROJECT) Amount and Title: $90,000,000 Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) Date of Original Issue: May 1, 2020 Interest Payment Dates: Payments of principal annually in [July] of each year commencing [July 1, 2020] and interest due semiannually on [January 1 and July 1] of each year commencing [July 1, 2020] until the Note is paid in full. Final Maturity Date: Paying Agent: Debt Service Payments as follows: July 1, 2039 [ ] PAYMENT DATE COUPON PRINCIPAL PAYMENT INTEREST PAYMENT TOTAL DEBT SERVICE PAYMENT Redemption: Covenants: The Note is not callable prior to July 1, 2029. On and after July 1, 2029 the Note is callable in whole on any interest payment date at par plus accrued interest. Partial prepayment is allowed at any time if from (i) proceeds other than refunding sources, (ii) once per calendar year, (iii) in a minimum amount of $500,000, (iv) in a maximum amount of $5,000,000, and (v) provided that any such prepayment is applied to outstanding Note principal in the inverse order of maturity. The Note will be issued under the same covenants detailed in the City's prior resolutions for similarly secured debt. Issuance of Additional Obligations: The City will not issue any obligations (other than the Note) secured by or payable from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having priority to or being on a parity with the lien securing the Note issued pursuant to the Resolution upon the Pledged Funds or any portion thereof. Notwithstanding the foregoing, the City may at any time or from time to time issue evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds on a parity with the Note if such Additional Parity Obligations to be issued are refunding bonds, that is, delivered in lieu of, or in substitution for, or to provide for the payment of Note or portions thereof, originally issued under the Resolution if the City shall cause to be delivered a certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the Note then outstanding and (ii) for all Additional Parity Obligations to be immediately outstanding thereafter and stating that the Total Debt Service Requirement pursuant to (ii) above is not greater than that set forth pursuant to (i) above. "Pledged Revenues" means the Convention Development Tax, the Parking Revenues and the Parking Surcharge. If the Pledged Revenues on deposit in the Revenue Fund for the Note are not sufficient to pay principal and interest on the Note on the fifth (5th) day prior to the due date of such payments and other payment obligations due under the Resolution, the City covenants to budget and appropriate, by amendment if necessary, and to deposit into the Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency in the funding of the Annual Debt Service Requirement with respect to the Note and all other Parity Debt outstanding in each applicable Fiscal Year, plus an amount sufficient to satisfy any other payment obligations of the City under the Resolution and any other Related Document. "Non -Ad Valorem Revenues" are defined in the Resolution to mean all revenues of the City derived from any source other than ad valorem taxation on real or personal property, which are legally available to make the payments required under the Resolution, excluding Pledged Revenues. The City will covenant, to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency in the funding of the Annual Debt Service Requirement with respect to the Note and all other Parity Debt outstanding for the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of the City under the Resolution and any other Related Document for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required payments under the the Resolution and any other Related Document as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate Funds and Accounts created and established under the Resolution; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations, nor shall it give the holders of the Note a prior claim on the legally available Non -Ad Valorem Revenues. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner provided in the Bond Resolution shall have the effect of making available, in the manner described in the Bond Resolution, Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations under the Bond Resolution; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. The City will covenant that it will pay or cause to be paid into the Revenue Fund for the Note, as promptly as practicable after receipt thereof, all Pledged Revenues, after the payment of the costs of operation and maintenance of the Project, and to the extent of any deficiency in the Funds and Accounts, Non -Ad Valorem Revenues appropriated in each Fiscal Year for the payment of the principal of, redemption premium, if any, and interest on the Note, shall be applied in the same manner No delay or omission of the Lender to exercise any right or power arising upon the happening of any breach or event of default shall impair any such right or power or shall be construed to be a waiver of any such breach or event of default or any acquiescence therein, and every power and remedy given to the Lender may be exercised from time to time and as often as shall be deemed expedient by the Lender in its sole discretion. No course of dealing and no delay or failure of the Lender in exercising any right, power or privilege under the Related Documents shall affect any other or future exercise thereof or exercise of any right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Lender under the Related Documents are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have under any Related Document, at law or in equity. EXHIBIT B FORM OF OPINION OF BOND COUNSEL EXHIBIT C FORM OF OPINION OF LENDER'S COUNSEL March 19, 2019 City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Ladies and Gentlemen: We have acted as special counsel to Capital One Public Funding, LLC, a New York limited liability company (the "Lender"), f/k/a All Points Public Funding, LLC, in connection with that certain Commitment Letter, dated as of March 19, 2019 (the "Commitment Letter'), between the Lender and the City of Miami, Florida (the "City"), pursuant to which the City agrees to issue and the Lender agrees to purchase, on the terms and conditions set forth in the Commitment Letter the County' s $90,000,000 Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) (the "Note"), the proceeds of which will be used to refund and redeem the presently outstanding principal amount of the originally issued $84,540,000 Tax - Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). This opinion is being delivered pursuant to Section 4(e) of the Commitment Letter. Capitalized terms, not otherwise defined herein, shall have the meanings ascribed thereto in the Commitment Letter, unless the context clearly requires otherwise. In rendering the opinions set forth below, we have examined such matters of law and documents, certificates, records and other instruments as we deemed necessary or appropriate to enable us to express the opinion set forth below, including, without limitation, an executed counterpart of the Commitment Letter and the other documents, certifications, instruments, opinions and records delivered in connection with the execution of the Commitment Letter. In rendering the opinions set forth below, we have assumed and relied upon the genuineness of all signatures, the due authorization, execution and delivery of all documents by the parties executing the same other than the Lender, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. For purposes of this opinion, we have also assumed that the Commitment Letter has been duly authorized, executed and delivered by the City and is the legal, valid and binding contract of the City, enforceable against the City in accordance with its terms, as set forth in certain opinions of even date herewith of Bryant Miller Olive P.A., as counsel to the City. As to any facts material to our opinion, we have, when such facts were not independently established, relied upon (i) the statements of officers and employees of the Lender made to us during the course of our discussions with them and certificates of such officers and employees and of governmental authorities and (ii) the truthfulness, completeness and accuracy of the aforesaid instruments, certificates, opinions, records and other documents without any independent investigation thereof. Based upon and subject to the foregoing, and subject also to the qualifications set forth below, and based on our examination of such other matters of fact and law as we have deemed appropriate to the opinions expressed herein, we are of the opinion that: 1. The Lender has the limited liability company power and authority to enter into and fulfill its obligations under the Commitment Letter. 2. The Commitment Letter has been duly authorized by all necessary limited liability company action and executed and delivered by the Lender. 3. The Commitment Letter constitutes a valid, binding and enforceable obligation of the Lender in accordance with its terms. The opinions expressed above are limited to matters of the laws of the State of New York and no opinion is given as to the law of any other jurisdiction. In rendering the opinions expressed above, we have assumed, without any independent investigation, that the laws of the State of New York do not differ in any respect material to such opinions from the laws of the State of Florida. Our opinions above are subject to bankruptcy, fraudulent transfer, insolvency and other similar laws affecting the rights and remedies of creditors generally, to principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and to the availability of the remedies of specific performance, injunctive relief, receivership or other equitable remedies, some or all of which may be applied or not applied in the discretion of the court. The opinions expressed herein are effective only as of the date of this opinion letter. We express no opinion as to any other matter. The opinions expressed above are being rendered on the basis of factual matters in existence as of the date hereof and applicable law, as presently enacted and construed, and we do not assume responsibility for updating this opinion letter as of any date subsequent to its date and assume no responsibility for advising you of (i) any changes with respect to any factual matters described in this opinion letter, (ii) any changes in law or fact subsequent to the date hereof or (iii) the discovery subsequent to the date of this opinion letter of factual information not previously known to us pertaining to events occurring prior to the date of this opinion letter. We have not considered and express no opinion with respect to the provisions of any law to be implemented through regulations except where the applicable final regulations have been promulgated and are in effect. This is only an opinion letter and not a warranty or guaranty of the matters discussed above. We are furnishing this letter to you solely for your benefit. Without our prior written consent, this letter may not be relied upon for any other purpose or by any other person, individual, partnership, corporation or other entity. Very truly yours,