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Home My WebLink AboutExhibitpfm SOURCES AND USES OF FUNDS The City of Miami, Florida Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) Preliminary Numbers Taxable Advance Refunding Bank Lender: Capital One Public Finance Sources: Bond Proceeds: Par Amount 83,885,000.00 Other Sources of Funds: Reserve Fund Release 4,326,719.66 88,211,719.66 Uses: Refunding Escrow Deposits: Cash Deposit SLGS Purchases 0.24 87,984,329.00 87,984,329.24 Delivery Date Expenses: Cost of Issuance 227,217.16 Other Uses of Funds: Additional Proceeds 173.26 88,211,719.66 Aug 22, 2019 12:02 pm Prepared by PFM Financial Advisors LLC Page 1 pfm SUMMARY OF REFUNDING RESULTS The City of Miami, Florida Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) Preliminary Numbers Taxable Advance Refunding Bank Lender: Capital One Public Finance Dated Date 10/16/2019 Delivery Date 10/16/2019 Arbitrage yield 4.200502% Escrow yield 1.563911% Value of Negative Arbitrage 1,576,858.81 Bond Par Amount 83,885,000.00 True Interest Cost 4.200502% Net Interest Cost 4.200000% Average Coupon 4.200000% Average Life 14.246 Par amount of refunded bonds 84,540,000.00 Average coupon of refunded bonds 5.223056% Average life of refunded bonds 14.677 PV of prior debt to 10/16/2019 @ 4.200502% 95,091,411.28 Net PV Savings 6,879,864.88 Percentage savings of refunded bonds 8.138000% Percentage savings of refunding bonds 8.201544% Aug 22, 2019 12:02 pm Prepared by PFM Financial Advisors LLC Page 2 pfm Date SAVINGS The City of Miami, Florida Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) Preliminary Numbers Taxable Advance Refunding Bank Lender: Capital One Public Finance Present Value Prior Refunding to 10/16/2019 Debt Service Debt Service Savings @ 4.2005017% 07/01/2020 4,403,362.50 3,810,578.75 592,783.75 605,514.16 07/01/2021 4,403,362.50 3,562,940.00 840,422.50 791,959.19 07/01/2022 4,403,362.50 3,563,950.00 839,412.50 758,847.32 07/01/2023 4,403,362.50 3,564,750.00 838,612.50 727,300.82 07/01/2024 4,403,362.50 3,565,340.00 838,022.50 697,239.68 07/01/2025 4,403,362.50 3,560,720.00 842,642.50 672,531.94 07/01/2026 4,403,362.50 3,561,100.00 842,262.50 644,897.09 07/01/2027 5,678,362.50 4,836,270.00 842,092.50 618,551.72 07/01/2028 8,374,612.50 7,532,680.00 841,932.50 593,216.52 07/01/2029 8,372,862.50 7,533,380.00 839,482.50 567,233.08 07/01/2030 8,376,112.50 7,536,730.00 839,382.50 543,869.99 07/01/2031 10,373,612.50 9,532,310.00 841,302.50 522,691.39 07/01/2032 10,703,437.50 9,861,120.00 842,317.50 501,579.87 07/01/2033 10,702,562.50 9,864,310.00 838,252.50 478,387.83 07/01/2034 10,701,475.00 9,859,480.00 841,995.00 460,448.05 07/01/2035 10,699,125.00 9,856,420.00 842,705.00 441,553.79 07/01/2036 10,699,462.50 9,859,500.00 839,962.50 421,666.68 07/01/2037 11,041,175.00 10,202,880.00 838,295.00 403,137.02 07/01/2038 11,045,100.00 10,206,650.00 838,450.00 386,191.01 07/01/2039 3,041,725.00 2,203,830.00 837,895.00 369,594.14 150,633,162.50 134,074,938.75 16,558,223.75 11,206,411.28 Savings Summary PV of savings from cash flow Less: Prior funds on hand Plus: Refunding funds on hand 11,206,411.28 -4,326,719.66 173.26 Net PV Savings 6,879,864.88 Aug 22, 2019 12:02 pm Prepared by PFM Financial Advisors LLC Page 3 pfm Bond SUMMARY OF BONDS REFUNDED The City of Miami, Florida Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) Preliminary Numbers Taxable Advance Refunding Bank Lender: Capital One Public Finance Maturity Interest Par Ca11 Call Date Rate Amount Date Price Series 2010A (Parking Revenue): TERM30 07/01/2027 5.000% 1,275,000.00 07/01/2020 100.000 07/01/2028 5.000% 4,035,000.00 07/01/2020 100.000 07/01/2029 5.000% 4,235,000.00 07/01/2020 100.000 07/01/2030 5.000% 4,450,000.00 07/01/2020 100.000 TERM35 07/01/2031 5.250% 6,670,000.00 07/01/2020 100.000 07/01/2032 5.250% 7,350,000.00 07/01/2020 100.000 07/01/2033 5.250% 7,735,000.00 07/01/2020 100.000 07/01/2034 5.250% 8,140,000.00 07/01/2020 100.000 07/01/2035 5.250% 8,565,000.00 07/01/2020 100.000 TERM39 07/01/2036 5.250% 9,015,000.00 07/01/2020 100.000 07/01/2037 5.250% 9,830,000.00 07/01/2020 100.000 07/01/2038 5.250% 10,350,000.00 07/01/2020 100.000 07/01/2039 5.250% 2,890,000.00 07/01/2020 100.000 84,540,000.00 Aug 22, 2019 12:02 pm Prepared by PFM Financial Advisors LLC Page 4 BMO Draft #3 9/6/2019 LOAN AGREEMENT between CITY OF MIAMI, FLORIDA and CAPITAL ONE PUBLIC FUNDING, LLC Dated as of October 16, 2019 Relating to: CITY OF MIAMI, FLORIDA TAXABLE SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2019 (MARLINS STADIUM PARKING FACILITIES PROJECT) TABLE OF CONTENTS ARTICLE I. Page 2 DEFINITION OF TERMS 2 Section 1.01. Definitions. 2 Section 1.02. Interpretation. 6 Section 1.03. Titles and Headings. 6 Section 1.04. Incorporation of Whereas Clauses 6 ARTICLE II 7 REPRESENTATIONS, WARRANTIES AND PLEDGES; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS 7 Section 2.01. Representations by the City 7 Section 2.02. General Representations, Warranties and Pledges of the Lender 9 Section 2.03. Making of Loan. 10 Section 2.04. Note not to be Indebtedness of the City or State. 10 Section 2.05. Security for Note. 10 Section 2.06. Payment Pledge. 11 Section 2.07. Additional Debt. 11 Section 2.08. Covenants of the City. 12 Section 2.09. Audit and Inspection Rights and Records Retention 13 ARTICLE III 14 DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT 14 Section 3.01. Description and Payment Terms of the Note. 14 Section 3.02. Registration; Assignment and Transfer. 15 Section 3.03. Optional Prepayment. 16 Section 3.04. Note Fund. 17 ARTICLE IV 19 ISSUANCE OF NOTE 19 Section 4.01. Issuance of Note. 19 Section 4.02. Application of Note Proceeds 20 ARTICLE V 21 EVENTS OF DEFAULTS; REMEDIES 21 Section 5.01. Events of Default 21 Section 5.02. Remedies. 21 ARTICLE VI 18 MISCELLANEOUS 18 i Section 6.01. Amendments, Changes or Modifications to the Agreement 18 Section 6.02. Counterparts. 18 Section 6.03. Severability 18 Section 6.04. Term of Agreement. 18 Section 6.05. Assignment 18 Section 6.06. Notices 18 Section 6.07. Applicable Law. 19 Section 6.08. Jury Waiver. 19 Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees 19 Section 6.10. Public Records Laws. 19 Section 6.11. Indemnification. 20 Section 6.12. Incorporation by Reference. 21 Exhibit A — Form of Note Exhibit B — Sophisticated Lender's Letter from the Lender to the City Exhibit C — Lender's Corporate Authorization Exhibit D- Cumulative Debt Obligations pursuant to Section 3G of the Resolution ii LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into as of October 16, 2019, between the CITY OF MIAMI, a municipality created and existing under and by virtue of the laws of the State of Florida (the "City"), and CAPITAL ONE PUBLIC FUNDING, LLC, a limited liability company organized under the laws of the State of New York, and its successors and assigns (the "Lender"). WITNESSETH: WHEREAS, the City is authorized pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes, as amended; the Charter of the City; applicable City resolutions, including Resolution No. R-09-0509, adopted October 22, 2009, as amended and supplemented, and Resolution No. R-19- , adopted on October 10, 2019; and other applicable provisions of law (collectively, the "Act") to, among other things, (a) provide funds to currently refund and redeem all 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), (b) pay the costs of issuance of such current refunding, defeasance and redemption of the Refunded Bonds, and (c) pledge the Pledged Funds (as defined below) of the City for payment of such debts as provided in the Act; and WHEREAS, the City deems it necessary, desirable and in the best interest of the City that the City refinance the Refunded Bonds, as more particularly described in the Escrow Deposit Agreement (defined herein); and WHEREAS, the City Commission on October 10, 2019, pursuant to Resolution No. R-19- , has authorized such refunding and redemption of the Refunded Bonds; and WHEREAS, the Lender is willing to make available to the City Eighty -Three Million Eight Hundred Eighty -Five Thousand Dollars and 00/100 Cents ($83,885,000.00) (the "Loan Amount") which the City will use to finance (i) a portion of the cost of defeasing and redeeming the Refunded Bonds and (ii) related closing costs (collectively, the "Refunding"); and WHEREAS, the Lender is authorized to loan the Loan Amount to the City pursuant to applicable law and the Lender's internal procedures and the City is authorized to borrow the Loan Amount and agree to repay such amount as provided herein. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual pledges hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the meanings specified in this Article 1, unless the context clearly otherwise requires. "Act" means the Constitution of the State, Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-509, adopted October 22, 2009, as amended and supplemented, and Resolution No. R-19- adopted on October 10, 2019; and other applicable provisions of law. "Agreement" means this Loan Agreement dated as of October 16, 2019, between the City and the Lender and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Budget" means the budget or budgets, as amended and supplemented from time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State. "Annual Debt Service Requirement" means for any Fiscal Year means the respective amounts which are needed to provide: (a) for payment of the interest on all Debt (as defined in Section 2.07 hereof) then Outstanding which is payable on each Interest Payment Date in such Fiscal Year; and (b) for payment of the principal (including any amortization installments) of all Debt then Outstanding which is payable in such Fiscal Year. "Applicable Interest Period" means the period from the date of issuance of the Note to the Final Maturity Date. "Authorized City Officer" for the performance on the behalf of the City of any act of the City or the execution of any document or instrument on behalf of the City shall mean any person authorized by resolution or certificate of the City to perform such act or sign such document or instrument. "Authorized Depository" means with respect to funds held in the accounts under this Agreement, the State Board of Administration of Florida or a bank or trust company in the State which is eligible under the laws of the State to receive funds of the City. "Authorized Investments" means any investment which shall be authorized from time to time by applicable laws of the State of Florida and by the applicable investment policies of the City for deposit or purchase by the City for the investment of its funds. 2 "Business Day" or "business day" means any day other than a Saturday, Sunday or a day on which banking institutions within the City are authorized by law to remain closed. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or a designated Deputy City Attorney. "City Clerk" means the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf. "City Documents" means the Note, this Agreement, the Resolution and the Escrow Deposit Agreement relating to the Series 2010A Bonds. "City Manager" means the City Manager of the City or his designee. "Closing Date" means October 16, 2019 or such other agreed to by the City and the Lender. "Convention Development Tax" means a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) percent of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes), and allocated to the City as provided in the Interlocal Agreement. "County" means Miami -Dade County, Florida. "Default Rate" means a rate equal to the Interest Rate plus two percent (2.00%) per annum. "Escrow Agent" means and its successors and assigns organized and existing under the laws of the United States of America, having its designated corporate trust office in , Florida. "Escrow Deposit Agreement" means the Escrow Deposit Agreement dated as of October 16, 2019, between the City and the Escrow Agent, providing, among other things, instructions to the Escrow Agent relating to the refunding of the Refunded Bonds. "Final Maturity Date" means July 1, 2039. "Finance Director" means the Finance Director or Assistant Finance Director of the City or his or her designee. "Financial Advisor" means PFM Financial Advisors LLC. 3 "Fiscal Year" means the fiscal year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Payment Date" means July 1 and January 1 of each year, commencing January 1, 2020 and any date of prepayment of the Note. "Interest Rate" means 4.20% per annum. "Interlocal Agreement" means the Interlocal Agreement entered into between the City and the County dated July 1, 2009 regarding the use and disposition of the Convention Development Tax. "Lender" means Capital One Public Funding, LLC, a limited liability company organized under the laws of the State of New York, and its successors and assigns, as consented to by the City (except following an event of default which requires separate procedures pursuant to this Agreement). "Lender's Authorization" means the authorizing certificates of the Lender dated October 2019 authorizing Jonathan A. Lewis, Manager and President, Andrew Scrivener, Senior Vice President and Catherine M. DeLuca, Vice President, to execute this Agreement, as such authorization is attached and incorporated as Exhibit C hereto. "Loan Amount" means the Eighty -Three Million Eight Hundred Eighty -Five Thousand Dollars and 00/100 Cents ($83,885,000.00), which equals the original principal amount of the Note. "Non -Ad Valorem Revenues" 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 payments required by this Agreement. "Note" means the Eighty -Three Million Eight Hundred Eighty -Five Thousand Dollars and 00/100 Cents ($83,885,000.00) City of Miami, Florida Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project) authorized by the Resolution and delivered by the City to the Noteholder in accordance with the requirements set forth in Article IV hereof. "Noteholder" means the Lender as the holder of the Note, or any other registered holder of or participant in the Note. "Note Counsel" means Bryant Miller Olive P.A., Miami, Florida or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Note Fund" means the Note Fund established pursuant to Section 3.04 hereof. "Parity Debt" means the [Series 2010B Bonds and] the Series 2018 Note and any other debt obligations payable from Pledged Revenues on a parity with the Note. 4 "Parking Revenues" mean all revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Home Games pursuant to the City Parking Agreement (excluding Parking Surcharge), all as defined in and provided in Resolution No. R-09-0509 adopted on October 22, 2009, as amended and supplemented. "Parking Surcharge" means 80% of the portion which is derived from the Project in connection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, imposed pursuant to Section 166.271, Florida Statutes, and pursuant to Ordinance No. 04-12563 enacted by the City Commission on July 22, 2004, as amended and supplemented. "Payment(s)" means all amounts payable by the City of principal, interest and prepayment price on the Note and all other amounts payable by the City pursuant to this Agreement. "Payment Dates" means the Principal Payment Date and the Interest Payment Date. "Paying Agent" means the Finance Director or the Assistant Finance Director of the City. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys, including the Non -Ad Valorem Revenues deposited into the funds and accounts created pursuant to this Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to this Agreement and therein pledged to secure the Note. "Pledged Revenues" means collectively subject to the existing parity pledge for the [Series 2010B Bonds and the] Series 2018 Note, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. "Principal Payment Date" means July 1 of each year, commencing July 1, 2020. "Project" means the construction of the parking appurtenant and ancillary facilities, including but not limited to, retail space surface lots and parking structures for not to exceed 6,000 parking spaces located at the site commonly referred to as the Marlins Baseball Stadium. "Refunded Bonds" means the City's currently outstanding City of Miami, Florida Tax - Exempt Special Obligation Parking Revenue. Bonds, Series 2010A (Marlins Stadium Project) in the amount of Eighty -Four Million Five Hundred Forty Thousand Dollars ($84,540,000.00) term bonds maturing on July 1, 2030, July 2035 and July 1, 2039. "Resolution" means collectively, Resolution No. R-09-5009 adopted on October 22, 2009 and Resolution No. R-19- adopted by the City Commission of the City of Miami, Florida on October 10, 2019, as amended and supplemented from time to time. 5 "Scheduled Interest Payment Date" means July 1 and January 1 of each year commencing January 1, 2020. "Series 2010A Bonds" means the City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). ["Series 2010B Bonds" means the remaining outstanding $16,830,000 City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project) currently outstanding in the principal amount of $15,220,0001 "Series 2018 Note" means the remaining outstanding $16,555,000 City of Miami, Florida Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) currently outstanding in the principal amount of $16,240,000. "State" means the State of Florida. "Total Debt Service Requirement" means the aggregate Annual Debt Service Requirement for all Fiscal Years. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meanings ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. To the extent any conflict between the provisions of the Resolution and the provisions of this Agreement, the provisions of this Agreement shall control. Section 1.03. Titles and Headings. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04. Incorporation of Whereas Clauses. The recitals and findings contained in the Whereas clauses of this Agreement are hereby incorporated as if fully set forth in this Agreement. 6 ARTICLE II REPRESENTATIONS, WARRANTIES AND PLEDGES; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Section 2.01. Representations by the City. The City represents, warrants and pledges that: (a) The City is a municipality validly created and existing under the laws of the State. Pursuant to the Resolution, the City (i) has duly authorized the execution and delivery of this Agreement and the performance by the City of all of its obligations hereunder, and (ii) has duly authorized the Note issued hereunder and the performance by the City of all its obligations relating thereto. (b) The City has complied with all of the provisions of the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement, the Resolution or under the Note, and to perform all of its obligations hereunder and the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the City is a party or by which the City is bound. (c) The City is duly authorized and entitled to issue the Note in an amount equal to the Loan Amount. This Agreement and the Note constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the City, threatened against or affecting the City, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the City to perform the City's obligations under this Agreement, the Resolution or under the Note. (e) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished. of the City. (f) The City is not in default in the payment when due of any indebtedness 7 (g) The financial statements of the City for the Fiscal Year ending September 30, 2018, copies of which have been furnished to the Lender, have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the City as of such date and the results of its operations for the period then ended. Since September 30, 2018, there has been no material adverse change in the financial condition, revenues, properties or operations of the City that would impair the City's ability to make the Payments on the Note as provided in this Agreement. (h) Any written information, reports and other papers and data prepared by the City and furnished to the Lender by the City were, at the time the same were so furnished, complete and correct in all material respects to the extent necessary to give the Lender a true and accurate knowledge of the subject matter thereof. There is no fact, circumstance or condition which materially and adversely affects or, so far as the City can now foresee, will materially and adversely affect, (i) the financial condition, revenues, properties or operations of the City that would impair the City's ability to make the Payments on the Note as provided in this Agreement, or (ii) the validity or enforceability of, or the authority or ability of the City to perform its obligations under this Agreement, the Note and the related documents. (i) The Note and the City's payment obligations under this Agreement constitute "City Parking Bonds" for purposes of the Interlocal Agreement. (j) Each of the following documents remains in full force and effect and since its original date of execution and delivery has not been rescinded, terminated, amended, modified, superseded or novated: (i) the Interlocal Agreement; (ii) the City Parking Agreement dated April 15, 2009 (as defined in the Resolution) among the City, Stadium Parking, LLC as assignee of the Marlins Stadium Operator, LLC and the County; (iii) the Operating Agreement dated as of April 15, 2009 by and among the County, the Marlins Stadium Operator, LLC (the "Operator"), and the City; (iv) the Non -Relocation Agreement dated as of April 15, 2009 by and among the County, the City and Florida Marlins, L.P. (the "Team"); (v) the Assurance Agreement dated as of April 15, 2009 by and among the County, the City and the Team; and (vi) the Construction Administration Agreement dated April 15, 2009 by and among the County, the City and Marlins Stadium Developer, LLC (the "Stadium Developer"). To the best of the City's knowledge, (x) Stadium Parking, LLC is the operator under the City Parking Agreement and Operating Agreement and (y) the Assignment and Assumption Agreement dated as of May 7, 2010 between Marlins Stadium Operator, LLC ("Assignor") and Stadium Parking, LLC ("Assignee") remains in full force and effect and 8 since its original date of execution and delivery has not been rescinded, terminated, amended, modified, superseded or novated. (k) Without Lender's prior written consent, the City shall not permit any holder (or trustee or entity serving in a similar capacity) of debt or obligations payable from all or any portion of the Pledged Revenues to accelerate such debt or obligations. Section 2.02. General Representations, Warranties and Pledges of the Lender. The Lender hereby represents, warrants and agrees that (1) it is a New York limited liability company authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its articles of organization or its operating agreement, and (2) that it is either an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended, (the "Securities Act"), or a "qualified institutional buyer" under the Securities Act, as set forth in the sophisticated lender letter in Exhibit B attached hereto and incorporated hereby. 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, issuance, sale or delivery of the Note. Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the City (or any financial advisor or any placement agent engaged by the City) with respect to the transactions relating to the structuring, issuance, sale or delivery of the Note and the discussions, undertakings and procedures leading thereto. Each of the City and its financial advisor 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 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 or its financial advisor desires, should or needs to obtain such advice. The undersigned 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 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, with respect to any such matters. The transactions between the City and Lender are arm's length, commercial transactions in which Lender is acting and has acted solely as a principal and for its own interest and Lender has not made recommendations to the City or any financial advisor engaged by the City with respect to the transactions relating to the Note. 9 Section 2.03. Making of Loan. Pursuant to the terms and provisions of this Agreement, the Lender agrees to make a loan to the City in an amount equal to the Loan Amount for the purpose of financing the cost of the Refunding as set forth in the Closing Memorandum dated as of the date hereof. Section 2.04. Note not to be Indebtedness of the City or State. The Note, when delivered by the City pursuant to the terms of this Agreement, shall not be nor shall constitute a general obligation, a pledge of the faith and credit of, or an indebtedness of the City, the State or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from and secured by a parity lien upon and pledge of the Pledged Funds, in the manner and to the extent provided herein. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any property therein to pay the Note or the interest thereon or any prepayment thereof. The Note is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a parity lien only on the proceeds of the Pledged Revenues, all in the manner and to the extent provided herein and in the Resolution. No obligation under this Agreement or the Note shall be or be deemed to be an obligation of any members of the City Commission or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing this Agreement or the Note shall be liable personally thereon or hereon by reason thereof. Section 2.05. Security for Note. (a) The Note shall be secured by and payable from the Pledged Funds. The City does hereby irrevocably pledge the Pledged Funds to the payment of the Note in accordance with the provisions hereof and of the Resolution. The pledge of and lien on the Pledged Funds shall attach at the time of delivery of the Note. The lien on the Pledged Revenues shall be on parity with and equal and ratable to the lien of the Pledged Revenues on [the Series 2010B Bonds and] the Series 2018 Note. (b) If the Pledged Revenues on deposit in the Note Fund are not sufficient to pay principal and interest on the fifth (5th) day prior to the due date of such payments and other payments required by this Agreement when due, the City hereby covenants and agrees 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 Note Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency 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 obligations of the City hereunder and the Note for 10 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 hereunder and under the Note as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate Funds and Accounts, hereunder; 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 Lender a prior claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accounts created hereunder, as provided for herein. The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and make payments hereunder from its legally available Non -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. However, the covenant to budget and appropriate in its general Annual Budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein 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 hereunder; 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. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs now provided or maintained by the City which generate Non -Ad Valorem Revenues. Section 2.06. Payment Pledge. The City pledges that it shall duly and punctually pay from the Pledged Revenues the Payments on the Payment Dates and at the place and in the manner provided herein and in the Note according to the true intent and meaning thereof and all other amounts due under this Agreement. Section 2.07. Additional Debt. The City will not issue any obligations secured by or payable from the Pledged Revenues, 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 of the Pledged Revenues securing the Note. 11 Notwithstanding the foregoing, the City may at any time or from time to time issue evidence of indebtedness that are payable in whole or in part out of the Pledged Funds if such obligations to be issued are refunding bonds, that is, delivered in lieu of, or in substitution for, or to provide for the payment of [Series 2010B Bonds,] Series 2018 Note or the Note (collectively, "Debt"), if the City shall cause to be delivered a certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the Debt then outstanding and (ii) for all Debt 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. Section 2.08. Covenants of the City. (a) Upon request, as soon as available, the City will furnish to the Lender, at no cost to the Lender, a comprehensive annual financial report of the City for such Fiscal Year, which shall include a balance sheet as of the end of such Fiscal Year, audited without scope limitations by independent certified public accountants of recognized standing selected by the City and satisfactory to the Lender. (b) The City will furnish to the Lender its Annual Budget no later than thirty (30) days from the first day of each Fiscal Year, and forecasts and such other information as the Lender may require. (c) The City will not repeal or modify the ordinances, resolutions or agreements pursuant to which the City is authorized to impose, collect or receive the Pledged Revenues in a mariner that is likely to reduce any component of the Pledged Revenues, except to obligate a successor Stadium Operator. (d) The City shall not use or permit the use of any proceeds of the Note or any other funds of the City, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the City with respect to the Note in any manner, and shall not take or permit to be taken any other action or actions, which would cause the Note to be a "private activity bond" within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as amended, or otherwise cause interest on the Note to become subject to federal income taxation. The City shall at all times do and perform all acts and things permitted by law and this Agreement which are necessary or desirable in order to assure that interest paid on the Note will be excluded from gross income for purposes of federal income taxes and shall take no action that would result in such interest not being so excluded. (e) In accordance with SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the City will comply with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City. In connection therewith, the City 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 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 12 posting, an "EMMA Posting") and will do so, if required. The City agrees that it shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following information relating to the Lender: 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. Section 2.09. Audit and Inspection Rights and Records Retention. Subject to Lender's compliance with all applicable laws, regulations and policies to which Lender is subject, the Lender agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of the Lender which are directly pertinent to this Agreement and the Note, for the purpose of audit, examination, excerpts, and transcripts which are related to (a) proof of payment, (b) documentation relating to interest rate adjustments in the event of default, and (c) documents determined to be public records. Subject to Lender's compliance with all applicable laws, regulations and policies to which Lender is subject, the City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to the Lender under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of the Lender which are related to Lender's performance under this Agreement. The Lender agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. [The remainder of page intentionally left blank.] 13 ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note. (a) The City shall, pursuant to authority granted under the Resolution, issue and deliver the Note to the Lender, which Note shall equal EIGHTY-THREE MILLION EIGHT HUNDRED EIGHTY-FIVE THOUSAND DOLLARS and 00/100 CENTS ($83,885,000.00) in principal amount. The Note shall be designated as "City of Miami, Florida, Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project)". The text of the Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the terms of the Note. The provisions of the form of the Note are hereby incorporated in this Agreement. (b) The Note shall be dated the date of its delivery, shall be in the principal amount set forth therein and payable as set forth therein and shall bear interest from its date at the Interest Rate subject to adjustment as provided herein and in the Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of the Resolution and this Agreement. (c) Interest on the Note shall be payable semi-annually on each Interest Payment Date. Principal of the Note shall be payable annually on each Principal Payment Date, in the manner set forth therein. Interest on the Note shall be calculated on the basis of twelve 30-day months over a 360-day year. (d) All payments of principal of and interest on the Note shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Lender (i) in immediately available funds, (ii) by wire transfer to the to the account designate in writing by the Lender to the City, or (iii) in such other mariner as the City and the Lender shall agree upon in writing. (e) There will be no Lender fees to maintain the Loan and the Note as provided in this Agreement. The Lender shall pay for all of its costs relating to routine servicing of the Loan 14 and the Note. The City agrees to pay the legal fees and costs of Note Counsel as costs of issuance of the Note and the defeasing and redemption of the Refunded Bonds. Section 3.02. Registration; Assignment and Transfer. The City shall keep at the office of the Finance Director in the City's records the registration of the Note and the registration of transfers of the Note as provided in this Agreement. The transfer of the Note may be registered only upon the books kept for the registration of the Note and registration of transfer thereof upon surrender thereof to the City together with an assignment duly executed by the Lender or its attorney or legal representative in the form of the assignment set forth on the form of the Note attached as Exhibit A to this Agreement; provided, however, that the Note may be transferred only in whole and not in part. Except for a transfer following an event of default as described in the following paragraph, the Note shall not be transferred until the new transferee has received prior written consent of the City, which shall not be unreasonably withheld or delayed, and has executed and provided to the City a "sophisticated lender letter" in substantially the same form and substance as the "sophisticated lender letter" executed by the Lender in connection with the issuance of the Note, the form of which is attached hereto and incorporated hereby as Exhibit B. Following an event of default pursuant to Section 5.01 hereof, the Lender shall send notification to the City if it intends to transfer the Note. The written notification shall list the name and address of the party to whom the Note shall be transferred, the date of such expected transfer and a statement that the transferee is an "accredited investor" or a "qualified institutional buyer". Upon receipt of such written notification, the City will promptly review and perform a search for any conflicts. The City shall notify the Lender as soon as possible but not later than 30 days of receipt of the Lender's written notification whether the proposed transferee is a Disqualified Lender. "Disqualified Lender" means, on any date, (a) any Person that is a defendant in a lawsuit brought by the City relating to a claim of at least $50,000 and was designated by the City as a "Disqualified Lender" by written notice delivered to the Lender on or prior to October 16, 2019, (b) any other Person that becomes a defendant in a lawsuit brought by the City relating to a claim of at least $50,000 that has been designated by the City as a "Disqualified Lender" by written notice to the Lender not less than 30 days following Lender's notice of the proposed transfer of the Note, and (c) any other Person that becomes a plaintiff in a lawsuit against the City relating to a claim of at least $50,000 and was designated by the City as a "Disqualified Lender" by written notice to the Lender not less than 30 days following Lender's notice of the proposed transfer of the Note; provided that "Disqualified Lender" shall exclude any Person that is no longer a defendant in any such lawsuit. The City agrees to promptly notify the Lender of any such Person no longer being a "Disqualified Lender". If the City fails to notify the Lender that the proposed transferee is a Disqualified Lender within 30 days of receipt of the Lender's written notification, the Lender may freely transfer the Note to such transferee. In the case of any such registration of transfer, the City shall execute and deliver in exchange for the Note a new Note registered in the name of the transferee. In all cases in which the Note shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new Note in accordance with the provisions of this Agreement. The City 15 may make a charge for every such registration of transfer of a Note sufficient to reimburse it for any tax or other governmental charges required to be paid to an entity other than the City with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The Note shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of the Note on the registration books of the City shall be deemed to effect a transfer of the rights and obligations of the Lender under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Lender under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Lender. The City and the transferor shall execute and record such instruments and take such other actions as the City and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of Lender under this Agreement and the Note. The registered owner of the Note is hereby granted power to transfer absolute title thereof by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against such owner's assignor or any person in the chain of title and before the maturity of the Note; provided, however, that the Note may be transferred only in whole and not in part and only to an "accredited investor" or "qualified institutional buyer" which has received prior written consent of the City, which shall not be unreasonably withheld or delayed, and which has executed and provided the required "sophisticated lender letter" to the City prior to such transfer. Any transferee by acceptance of the Note shall be deemed to certify that it is an "accredited investor" or a "qualified institutional buyer." Every prior registered owner of the Note shall be deemed to have waived and renounced all of such owner's equities or rights therein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights represented thereby. In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to the City's Risk Management Director, the City Attorney and Note Counsel. Section 3.03. Optional Prepayment. The Note shall not be subject to prepayment at the option of the City prior to July 1, 2029. On or after July 1, 2029, the Note shall be subject to prepayments at the option of the City in whole on any Scheduled Interest Payment Date at the prepayment price equal to 100% of the principal amount of the Note plus accrued interest to the date of prepayment. The Note may be prepaid in part on any Scheduled Interest Payment Date, subject to the following conditions: (i) once per calendar year; (ii) in a minimum amount of $500,000; (iii) in a maximum amount of $10,000,000; and (iv) provided that any such prepayment is applied to outstanding Note principal in inverse order of maturity. 16 Notwithstanding the foregoing, the City has a one-time option to prepay the Note on a Scheduled Interest Payment Date, from excess investment earnings of the funds deposited into the escrow account under the Escrow Deposit Agreement, at par plus accrued interest. The Escrow Agent, on behalf of the City, shall maintain records of, and provide the Lender with written evidence of the excess investment earnings. Such prepayment shall be made in immediately available funds. Section 3.04. Note Fund. (a) The City shall establish in the accounting system of the City a separate accounting line item designation for the "Note Fund — Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project)" (the "Note Fund") and therein a principal account (the "Principal Account") and an interest account (the "Interest Account"). (b) On the fifth (5th) day preceding each Interest Payment and continuing thereafter so long as the Note is outstanding, the City shall deposit to the credit of the Interest Account of the Note Fund, from Pledged Funds, amounts which, together with funds on deposit therein, will be sufficient to pay the interest payable on the Notes on the immediately succeeding Interest Payment Date. (c) On the fifth (5th) day preceding each Principal Payment and continuing thereafter so long as the Note is outstanding, after deposit to the Interest Account pursuant to paragraph (b) above, the City shall deposit to the credit of the Principal Account of the Note Fund, from Pledged Funds, amounts which, together with funds on deposit therein, will be sufficient to pay the principal payable on the Notes on the immediately succeeding Principal Payment Date. Moneys on deposit in the accounts of the Note Fund shall be used solely for the payment of the principal and interest on the Notes. The Note Fund established hereunder and all accounts therein shall constitute trust funds for the purpose herein provided, shall be delivered to and held by the Finance Director (or an Authorized Depository designated by the Finance Director), in each case who shall act as trustee of such funds for the purposes hereof, and shall at all times be kept separate and distinct from all other funds of the City and used only as herein provided. The designation and establishment of the various funds and accounts in and by this Agreement shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues of the City for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. 17 Moneys held in the Note Fund and the funds and accounts under this Agreement, are Pledged Funds and shall be subject to a lien and charge in favor of the holders and registered owners of the Notes as herein provided. (d) On each Interest Payment Date and each Principal Payment Date, the City shall transfer from the applicable account of the Note Fund to the Noteholder sufficient moneys to pay interest and principal then due and payable on such Interest Payment Date or Principal Payment Date with respect to the Note. (e) Moneys held for the credit of the Note Fund may be invested by the City in Authorized Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of the Note Fund will be needed to pay principal or interest on the Note when due. All funds or other property which at any time may be owned or held in the possession of or deposited with the City or an Authorized Depository designated by the City for application in accordance with the terms and provisions of this Agreement shall be held in trust and applied only in accordance with the provisions of this Agreement and shall not be subject to lien or attachment by any creditor of the City. [The remainder of page intentionally left blank.] 18 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note. The Lender shall not be obligated to make any loan under this Agreement unless at or prior to the date of issuance of the Note the City delivers to the Lender the following items: (a) A fully executed copy of the approving legal opinion, supplemental legal opinion and reliance letter, dated the Closing Date, provided by Bond Counsel; (b) An opinion of the City Attorney, dated the Closing Date covering and addressing the City Documents; (c) A fully executed copy of the Loan Agreement and the Escrow Deposit Agreement, dated the Closing Date; (d) A Closing Certificate of the City, dated the Closing Date, covering and addressing the City Documents; (e) A certificate of the City, dated the Closing Date, satisfactory in form and substance to the Lender, to the effect that the certified copy of the Resolution remains in full force and effect as of the Closing Date and has not been amended, modified or supplemented since the date of adoption; (f) A verification report, dated the Closing Date and addressed to the Lender, and Bond Counsel by (the "Verification Agent") as to the accuracy of the mathematical calculation made by the Verification Agent, 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 date of redemption; (g) A fully executed copy of each other City Document dated the Closing Date, covering and addressing the City Documents; (h) The fully executed and authenticated Note certificate registered in the name of the Lender; (i) An incumbency and authority certificate of the City, dated the Closing Date, with respect to the signatory on behalf of the City of the City Documents; (l) A completed Form W-9 from the City; and (k) 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 Closing Date, of the representations contained herein and in the City Documents (insofar as it 19 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. Section 4.02. Application of Note Proceeds. The proceeds of the Note shall be applied simultaneously with the delivery of the Note to the Lender as follows: (i) $[ ] (plus $4,326,719.66 from the debt service fund of the Refunded Bonds) shall be irrevocably deposited with the Escrow Agent under the Escrow Deposit Agreement and applied only in the manner described therein; and (ii) $[ ] shall be applied to pay the costs and expenses of issuing the Note, including the payment of fees of the Note Counsel, the Financial Advisor, the verification agent and the Escrow Agent; as provided in written instructions in the Closing Memorandum to be delivered by the City's Financial Advisor in connection with the issuance of the Note. [The remainder of page intentionally left blank.] 20 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The City shall fail to make payment of principal or interest then due on the Note after five (5) days after the due date; or (b) The City shall fail to make any other payments due hereunder when due; or (c) Failure by the City to observe and perform any pledge, condition or agreement on its part to be observed or performed by it in any material respect under this Agreement or the Resolution other than as referred to in clause (a) or (b) of this Section, for a period of forty- five (45) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Noteholder; provided, however, that if, in the reasonable judgment of the Noteholder, the City is proceeding to take such action to cure such failure which, if prosecuted with due diligence, cannot be completed within a period of forty-five (45) days, then such period shall be increased to such extent as shall be necessary to enable the City to diligently complete such curative action but in no event in excess of ninety (90) days from the date of such written notice without consent of the Lender, whose consent shall not be unreasonably withheld; or (d) There shall occur the dissolution or liquidation of the City, or the filing by the City of a voluntary petition in bankruptcy, or the commission by the City of any act of bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or appointment of a receiver for the City, or the entry by the City into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; or (e) Any representation or warranty made by the City in connection with the transactions contemplated hereunder proves to be untrue in any material respect as of the date made or deemed made; or (g) Non -appealable judgments in an amount in the aggregate in excess of Five Million Dollars ($5,000,000.00) shall be entered or filed against the City and remain unvacated, unpaid, unbonded or unstayed for a period of ninety (90) days. Section 5.02. Remedies. If any such Event of Default shall have occurred, the Noteholder may seek enforcement of all remedies available to it under law. If an Event of Default shall have occurred and be 21 continuing, the Noteholder shall not have the right to declare the Note to be immediately due and payable. Upon the occurrence and continuation of an Event of Default any interest on the Note which shall remain unpaid past the scheduled Payment Dates, shall bear interest at the Default Rate until all amounts then due under the Note are paid in full. In the enforcement of any remedy against the City under this Agreement or on the Note, the Lender shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any City default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any provisions of this Agreement or on the Note, without prejudice to any other right or remedy of the Lender or of the Noteholders, and to recover and enforce any judgment or decree against the City, but solely as provided herein and in the Note, for any portion of such amounts remaining unpaid and interest as above provided, and to collect in any manner provided by law, the moneys adjudged or decreed to be payable. Further, in the event of default on the Series 2018 Note, the holder of the Series 2018 Note shall have the right to exercise their remedies under the Loan Agreement between the City and Branch Banking and Trust Company dated as of March 22, 2018 and the Series 2018 Note. Such rights of the holder of the Series 2018 Note will only be applicable under an event of default of the Series 2018 Note, and not pursuant to any default under the Series 2019 Note. 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 this Agreement, the Resolution or the Note 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 this Agreement, the Resolution or the Note are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have under this Agreement, the Resolution or the Note, at law or in equity. [The remainder of page intentionally left blank.] 22 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument executed by the duly authorized respective representatives of the Lender and the City. Section 6.02. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 6.03. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 6.04. Term of Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Note is outstanding. Section 6.05. Assignment. The Lender acknowledges and agrees that it is treating the transactions contemplated hereunder as loan transactions and not as the sale and purchase of securities. The Lender further acknowledges and agrees that it presently intends to hold the Note through its Final Maturity Date. The Lender may only assign and transfer the Note or its obligations hereunder in accordance with provisions of Section 3.02 hereof. Section 6.06. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to 18 the City, City of Miami, 444 S.W. 2nd Avenue, Miami, FL 33130, Attention: Finance Director, 6th Floor, with a copy to the City Attorney, City of Miami, 9th Floor, 444 S.W. 2nd Avenue, Miami, Florida 33130 and to the Lender, Capital One Public Funding, LLC, 1307 Walt Whitman Road, 3rd Floor, Melville, New York 11747 or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Section 6.07. Applicable Law. The substantive laws of the State of Florida shall govern this Agreement. Section 6.08. Jury Waiver. IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE NOTE, THE RESOLUTION, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOW SO EVER ARISING BETWEEN THE CITY AND THE LENDER REGARDING SUCH MATTERS, THE CITY AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees. In the event that any action, suit or other proceeding is brought with respect to, in connection with or arising out of this Agreement, the Resolution or the Note, or any instrument delivered pursuant to this Agreement or the validity, protection, interpretation, collection or enforcement thereof, to the extent permitted by law, the City and the Lender hereby (i) irrevocably consent to the exercise of jurisdiction by the United States District Court, South District of Florida and by the Circuit Court, Miami -Dade County, Florida, and (ii) irrevocably waive any objection it might now or hereafter have or assert to the venue of any such proceeding in any court described in clause (i) above. In connection with any such action, suit or proceeding, the City and the Lender shall each be responsible for paying their respective attorneys' fees and expenses, except as otherwise required by applicable law. Section 6.10. Public Records Laws. The City and the Lender acknowledge and agree that this Agreement and the Note are public records within the meaning of Florida Public Records laws. Should the City receive a request to copy or inspect a public record that the City does not possess, but the City believes the Lender may possess, the City shall forward such public records request to the Lender in writing and the City and the Lender shall work together expeditiously to determine whether the Lender possesses such public record and if so to comply with the request. Provided, that should the Lender believe (1) that any public records request is subject to an exemption for the Lender under the Florida Public Records laws, or (2) that the Florida Public Records laws do not apply to the Lender with respect to the public records request, the Lender shall so notify 19 the City in writing. If the City disagrees with the position of the Lender then the City may take such further action as it deems necessary to enforce production of the document or other record in question. In addition, if the Lender receives a request to copy or inspect a public record from any party other than the City or another governmental agency, the Lender shall not honor the request. Rather, the Lender shall forward the request to the City and the provisions and procedures in the preceding paragraph shall be applied to the forwarded request. Notwithstanding the foregoing, information may be disclosed by Lender (a) to its affiliates; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over Lender or its affiliates (including any self -regulatory authority); (c) to the extent required by applicable laws or by any subpoena or similar legal process; and (d) in connection with the exercise of any remedies hereunder or under the Note or Resolution or any action or proceeding relating to this Agreement, the Resolution or the Note or the enforcement of rights hereunder or thereunder. IF THE LENDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LENDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, ALL EXHIBITS HERETO, AND THE NOTE, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE LENDER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI FINANCE DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT AND THE NOTE. Section 6.11. Indemnification. To the extent permitted by law (including, but not limited to, the provisions and limitations of section 768.28, Florida Statutes, as amended from time to time), and without waiving any sovereign immunity, rights or limitations inuring to the benefit of the City, as a Florida municipal corporation, the City agrees to indemnify the Lender and its respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against any and all litigation, awarded damages, actual financial losses, actual financial liabilities, and reasonable expenses (including all reasonable fees and charges of external counsel and all reasonable expenses of litigation and preparation therefor) which any Indemnified Party may incur in connection with or arising out of or relating to the litigation of matters referred to in this Agreement, the Resolution or the Note, whether (a) arising from or incurred in connection with any breach of a representation, warranty or pledge by the City, or (b) arising out of or resulting from any actual suit, action, proceeding or governmental investigation, whether based on statute, regulation or order, or contract, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any litigation, damages, losses, liabilities, fees, charges, and expenses solely attributable to an Indemnified Party's negligence or willful misconduct, nor to any of the foregoing in pro rata contribution amount attributable to such Indemnified Party's negligence or willful misconduct. The City may participate at its expense in the defense 20 of any such action or claim. Any payments to become due under this Section shall be paid under and subject to the same terms provided in Section 2.06 hereof. Section 6.12. Incorporation by Reference. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement. [The remainder of page intentionally left blank.] 21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. CITY OF MIAMI, FLORIDA, a municipal (OFFICIAL SEAL) corporation ATTESTED AND COUNTERSIGNED: By: Todd B. Hannon, City Clerk By: Emilio T. Gonzalez, City Manager Approved as to Form and Correctness: By: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -Marie Sharpe, Director of Risk Management [Signature Page to Loan Agreement] S-1 CAPITAL ONE PUBLIC FUNDING, LLC, a New York limited liability company By: [Jonathan A. Lewis] [Manager and President] [Signature Page to Loan Agreement] S-2 EXHIBIT A Form of Note EACH HOLDER OF THIS NOTE ACKNOWLEDGES BY BECOMING A HOLDER THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI TAXABLE SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2019 (MARLINS STADIUM PARKING FACILITIES PROJECT) Principal Sum Interest Rate Date of Issuance Final Maturity Date $ 4.20% , 2019 July 1, 2039 The CITY OF MIAMI (the "City"), a municipality created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the Pledged Funds described herein, to the order of Capital One Public Funding, LLC as the registered owner of this Note or its successors or assigns (the "Noteholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between the City and Capital One Public Funding, LLC, dated as of , 2019 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above (the "Interest Rate," subject to adjustment as hereinafter provided) on July 1 and January 1 of each year, commencing January 1, 2020 until such Principal Sum shall have been paid in full, wire transfer in immediately available funds or such other means as is required by the Noteholder to the Noteholder as it appears on the books of the Finance Director of the City, as bond registrar (the "Registrar"), at the close of business on the fifteenth (15th) day (whether or not a business day) before such payment is due or as otherwise provided in the Agreement. The Principal Sum hereof shall be payable in annual installment payments on the Principal Payment Date and in the amounts as described in Schedule I. Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note (the "Note") is authorized to be issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, the Charter of the City, Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-0509, adopted on October 22, 2009, as amended A-1 and supplemented, and Resolution No. R-19- , adopted on October 10, 2019 (collectively, the "Resolution"); and other applicable provisions of law (collectively, the "Act"); and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. This Note is being issued to finance (i) a portion of the cost of defasing, current refunding and redeeming the Refunded Bonds and (ii) related closing costs (collectively, the "Refunding"), as described in the Agreement. This Note is secured by and shall be payable from the Pledged Funds as described in and in accordance with the Agreement. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys, including Non -Ad Valorem Revenues, deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note. "Pledged Revenues" means collectively subject to the existing parity pledge for the [Series 2010B Bonds and the] Series 2018 Note, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, all as defined in the Resolution. This Note shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30-day months over a 360-day year. All Payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. This Note shall not be subject to prepayment at the option of the City prior to July 1, 2029. On or after July 1, 2029, this Note shall be subject to prepayments at the option of the City in whole on any Scheduled Interest Payment Date at the prepayment price equal to 100% of the principal amount of the Note, plus accrued interest. This Note may be prepaid in part on any Scheduled Interest Payment Date, subject to the following conditions: (i) once per calendar year; (ii) in a minimum amount of $500,000; (iii) in a maximum amount of $10,000,000; and (iv) provided that any such prepayment is applied to outstanding Note principal in inverse order of maturity. Such prepayment shall be made in immediately available funds. This Note, when delivered by the City pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the City or of the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or the State of Florida, or taxation in any form on any property therein to pay this Note or the interest thereon, or any prepayment thereof. This Note is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein. This Note and the indebtedness evidence hereby shall not constitute a lien upon any real or personal property A-2 of the City, but shall constitute a parity lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided in the Agreement and in the Resolution. Upon the occurrence of an Event of Default relating to this Note, the Noteholder shall have such remedies as described in the Agreement. Upon the occurrence during the continuation of an Event of Default, this Note shall bear interest at the Default Rate (as defined in the Agreement) until all amounts then due under this Note are paid in full. The City hereby waives demand, protest and notice of dishonor. No obligation under the Agreement, the Resolution or this Note shall be or be deemed to be an obligation of any member of the City Commission or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement, the Resolution or this Note shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] A-3 IN WITNESS WHEREOF, the City of Miami, Florida, caused this Note to be signed by the manual signature of its City Manager and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, and this Note to be dated the Date of Issuance set forth above. CITY OF MIAMI, FLORIDA, a municipal (OFFICIAL SEAL) corporation ATTESTED AND COUNTERSIGNED: By: Todd B. Hannon, City Clerk A-4 By: Emilio T. Gonzalez, City Manager Approved as to Form and Correctness: By: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -Marie Sharpe, Director of Risk Management CERTIFICATE OF AUTHENTICATION This note is a Note designated in and executed under the provisions of the within mentioned Agreement. Dated the Date of Issuance set forth above. CITY OF MIAMI, FLORIDA, FINANCE DIRECTOR, as Registrar By: A-5 Erica T. Paschal -Darling, Finance Director 4845-7104-5973.5 SCHEDULE I Annual Principal Installment and Semi -Annual Interest Payments Date Principal Amount January 1, 2020 $ July 1, 2020 January 1, 2021 July 1, 2021 January 1, 2022 July 1, 2022 January 1, 2023 July 1, 2023 January 1, 2024 July 1, 2024 January 1, 2025 July 1, 2025 January 1, 2026 July 1, 2026 January 1, 2027 July 1, 2027 January 1, 2028 July 1, 2028 January 1, 2029 July 1, 2029 January 1, 2030 July 1, 2030 January 1, 2031 July 1, 2031 January 1, 2032 July 1, 2032 January 1, 2033 July 1, 2033 January 1, 2034 July 1, 2034 January 1, 2035 July 1, 2035 January 1, 2036 July 1, 2036 January 1, 2037 July 1, 2037 January 1, 2038 July 1, 2038 Interest Amount $ Total $ A-6 January 1, 2039 July 1, 2039 A-7 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common UNIF 'TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be used though not in list above. A-8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within note in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. A-9 EXHIBIT B Form of Sophisticated Lender's Letter LENDER CERTIFICATE This is to certify that (the "Lender") has not required the City of Miami, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the its $ Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project) (the "Note"), and no inference should be drawn that the Lender, in the acceptance of said Note, is relying on Note Counsel or the City Attorney as to any such matters other than the legal opinions rendered by Note Counsel and by the City Attorney. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. R-19- adopted by the City Commission of the Issuer on October 10, 2019 and the Loan Agreement between the Issuer and the Lender dated , 2019 (the "Loan Agreement"). The Lender certifies as follows: 1. Lender has full power and authority to carry on its business as now conducted, deliver this Certificate and make the representations and certifications contained herein. 2. Lender is a lender that regularly extends credit to state and local governments by making loans and repayment obligations which are evidenced by obligations such as the Note; has knowledge and experience in financial and business matters that make it capable of evaluating the Issuer, the Note and the risks associated with the extension of credit evidenced by the Note; has the ability to bear the economic risk of extending the credit evidenced by the Note; and is a limited liability company controlled by a bank, and engaged in the primary business of extending credit and making loans to state and local governments and non-profit entities and has total assets in excess of $1 billion. Lender is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its extension of credit evidenced by the Note. 3. Lender is aware that the extension of credit involves various risks, that the Note is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Note is secured solely from the sources described in the Loan Agreement. 4. Lender has conducted its own investigation of the financial condition of the Borrower, the purpose for which the Note is being executed and delivered and of the security for the payment of the principal of and interest on the Note, and has obtained such information regarding the Note and the Issuer and its operations, financial condition and financial prospects B-1 as Lender deems necessary to make an informed lending decision with respect to its extension of credit evidenced by the Note. 5. Lender is extending credit to the Issuer evidenced by the Note as a vehicle for making a commercial loan for its own loan account, with the present intention of holding the Note to maturity or earlier prepayment and not with a present view towards a resale or other distribution to the public., provided that Lender retains the right at any time to dispose of the Note or any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by Lender shall be made in accordance with applicable law and the provisions of the Note and related documents. Lender is not acting as a broker or other intermediary. [We understand that, except as otherwise provided in the Loan Agreement, the Note may not be transferred in a denomination less than the outstanding principal amount of the Note.] 6. Lender acknowledges that the Note (a) has not been registered under the Securities Act of 1933, as amended, and has not been registered or otherwise qualified for sale under the securities laws of any state and that neither the Issuer, Note Counsel nor the City Attorney shall have any obligation to effect any such registration or qualification, (b) will not be listed on any securities exchange and (c) there is no established market for the Note and that none is likely to develop. Lender understands and acknowledges that (i) its extension of credit evidenced by the Note is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended and (ii) in connection with its extension of credit evidenced by the Note, the Issuer has not prepared or caused to be prepared, any official statement, private placement memorandum or other offering document. 7. Lender is an "accredited investor" within the meaning of the Securities Act of 1933, as amended, and Regulation D thereunder, or a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act). 8. Lender is acting solely for its own loan account and not as a fiduciary for the Issuer 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 Issuer (including to any financial advisor or any placement agent engaged by the Issuer) with respect to the structuring, issuance, sale or delivery of the Note. Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the Issuer (or any financial advisor or any placement agent engaged by the Issuer) with respect to the transactions relating to the structuring, issuance, sale or delivery of the Note and the discussions, undertakings and procedures leading thereto. Each of the Issuer and its financial advisor 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 the Note from its own financial, legal, tax and other advisors (and not from the undersigned or its affiliates) to the extent that the Issuer or its financial advisor desires, should or needs to obtain such advice. The undersigned expresses no view regarding the legal sufficiency of its representations for purposes of B-2 compliance with any legal requirements applicable to any other party, including but not limited to the Issuer's financial advisor, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the Issuer's financial advisor, with respect to any such matters. The transactions between the Issuer and Lender are arm's length, commercial transactions in which Lender is acting and has acted solely as a principal and for its own interest and Lender has not made recommendations to the Issuer or any financial advisor engaged by the Issuer with respect to the transactions relating to the Note. Dated the day of 2019. [LENDER] B-3 EXHIBIT C Lender's Corporate Authorization [Attached] C-1 EXHIBIT D Cumulative Debt Obligations pursuant to Section 3G of the Resolution D-1