May 2 7 1986

COMMISSIONERS AT THEIR MEETING MAY 2 7 1986

Resol. #86- B-07 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT MORE THAN $160,000,000 TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 1986, FOR THE PURPOSE OF PROVIDING FUNDS FOR EXPANSION OF THE ORANGE COUNTY CONVENTION/CIVIC CENTER AND ACQUISITION OF LAND FOR, DESIGN, CONSTRUCTION AND EQUIPPING OF AN ARENA, AUTHORIZING A FIRST SUPPLEMENTAL INDENTURE OF TRUST TO SECURE THE BONDS, AUTHORIZING AN ENDORSEMENT AGREEMENT WITH THE CITY OF ORLANDO TO PROVIDE FOR ADDITIONAL SECURITY FOR THE BONDS, AND MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING. WHEREAS, acting under authority granted by Section 125.0104 of Florida Statutes, the Board of County Commissioners of Orange County, Florida, on March 16, 1978, adopted and subsequently amended Ordinance No. 78-7 imposing the local option tourist development tax and adopting a plan that, as amended, is known as the "Tourist Development Plan". WHEREAS, in carrying out the Tourist Development Plan, Orange County (the "County") issued bonds secured by revenue from the tourist development tax and certain other

limited sources in order to ' construct the publicly owned facilities known as the "Orange County Convention/Civic Center" or, simply, the "Civic Center".

WHEREAS, pursuant to resolution adopted October 14, 1985, this Board authorized the issuance of, and the County issued, $47,875,000 Tourist Development Tax Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), which are secured by revenues from the tourist development tax and certain other limited sources for the purpose of refunding such previously issued bonds. WHEREAS, in order to provide for the security of the 'series 1985 Bonds the County entered into an Indenture of Trust (the "Original Indenture") dated as of December 1, 1985, with Southeast Bank, N.A., as Trustee (the "Trustee"). WHEREAS, it is now deemed necessary to issue additional bonds on a parity with the Series 1985 Bonds for the purpose of paying the cost of the Civic Center Project and Arena Project as hereinafter defined. WHEREAS, in order to provide for the security of the additional bonds, it is necessary to enter into a First Supple- mental Indenture of Trust between the County and the Trustee (the "Supplemental Indenture") in substantially the form hereinafter provided. The Original Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the "Indenture". WHEREAS, in order to proceed with the financing of the Civic Center and Arena Projects, the City of Orlando (the "City") has offered to provide additional security for the Series 1986 Bonds through payments to be made pursuant to an Endorsement Agreement in substantially the form hereinafter provided. NOW, THEREFORE, be it resolved by the Board of County Commissioners of Orange County, Florida: Section 1. Orange County, acting through its Board of County Commissioners, hereby authorizes (i) the design, construction, and equipping of an expansion of the Orange County Convention/Civic Center to approximately 771,000 square feet plus appurtenant facilities and improvements (the "Civic Center Project"); and (ii) the design, construction and equipping of and land acquisition for an arena with approximately 14,000 seats and potential for expansion up to 17,000 seats, including (without limitation) parking facilities, site preparation, landscaping, support facilities, and public works improvements related to the arena, all to be constructed, owned and operated by the City in accordance with the Endorsement Agreement in substantially the form hereinafter provided (the "Arena Project"). Section 2. For the purpose of paying the cost of the projects described in Section 1 hereof, including the payment of all fiscal, legal, bond insurance and other expenses properly incident thereto and to the issuance of such bonds, and also including the capitalization of interest and a debt service reserve (or the payment of the cost of an insurance policy or performance bond to serve as a reserve), there is hereby authorized the issuance of Tourist Development Tax Revenue Bonds, Series 1986, (the "Series 1986 Bonds") of Orange County in the aggregate principal amount of not more than $160,000,000. The Series 1986 Bonds shall bear interest at the maximum rate permitted by Section 215.84, Florida Statutes, or such lesser rate or rates as may be established upon the sale thereof. Principal of and redemption premium, if any, on the Series 1986 Bonds shall be payable in lawful money of the United States of America at the principal office of the Trus- tee, and interest shall be paid by wire transfer, check or draft, all as more particularly provided in the Supplemental Indenture. The bonds shall be dated and shall mature on such dates not later than 35 years from the date of such bonds as may be provided by subsequent resolution of this Board of County Commissioners. The bonds may be term bonds maturing in one or more years but subject, in large part, to mandatory redemption prior to maturity, or may be serial bonds or any combination of such term bonds and serial bonds. Some or all of the bonds may be made subject to redemption at the option of the County prior to maturity under terms and conditions to be prescribed by subsequent resolution. The Series 1986 Bonds may be issued in one or more series and each series shall bear such series designation as shall be prescribed by subsequent resolution. The Series 1986 Bonds shall be signed by the Chairman and shall be attested by the County Comptroller and ex officio Clerk of the Board of County Commissioners (both of whose signatures may be by facsimile) and shall have the facsimile of the County seal printed thereon. The Series 1986 Bonds shall be issued in fully registered form in the manner and with the effect prescribed by the Indenture.

Section 3. In order to provide for the payment of the Series 1986 Bonds and to express the contract between the County and the holder or holders of the Bonds, the Chairman or the Vice Chairman of the Board of Commissioners and the County Comptroller are authorized and directed to execute and deliver to the Trustee, the Supplemental Indenture substantially in the form attached hereto as Exhibit A. The Bonds herein authorized shall be substantially in the form prescribed by the Supplemental Indenture.

Section 4. In order to supplement the County's tax revenues and thereby facilitate the issuance of the Series 1986 Bonds, the Chairman or the Vice Chairman of the Board of County Commissioners is authorized and directed to execute and deliver an Endorsement Agreement with the City of Orlando substantially in the form attached to the Supplemental Indenture as Appendix A thereto (the "Endorsement Agreement").

Section 5. The Series 1986 Bonds shall be issued as Parity Bonds as defined in Article I of the Original Indenture and shall be secured by the Indenture on a complete parity with the Series 1985 Bonds, but shall be issued only if and when (i) all conditions for the issuance of such Series 1986 Bonds as Parity Bonds expressed in Section 5.3 or Section 5.4 of the Original Indenture shall have been satisfied; (ii) legislation amending Section 125.0104 Florida Statutes to permit an increase in the rate of the local option tourist development tax to at least 3% shall have taken effect; (iii) the Board of County Commissioners of Orange County shall have duly adopted an ordinance or taken other action, as necessary, to increase the rate of the tourist development tax to 3% and such ordinance or other action shall have taken effect, and (iv) the City of Orlando shall have agreed to make payments as provided in Section 3.1 of the Endorsement Agreement. Section 6. Notwithstanding the fact that the legislation described in clause (ii) of Section 5 may not yet have passed or taken effect, the County Attorney is hereby authorized and directed to institute appropriate proceedings for the validation of the Series 1986 Bonds and the proceedings incident thereto. The County Attorney is authorized to institute such proceedings either separately or jointly with the City of Orlando. Section 7. All Pledged Revenues (as defined in the Original Indenture) are hereby pledged to the timely payment of principal of and interest on the Series 1986 Bonds on a parity with the Series 1985 Bonds, all as more particularly provided in the Original Indenture. All revenues received by the County pursuant to Subsection 3.1.1 of the Endorsement Agreement are Supplemental Revenues, as defined by the Original Indenture, and are, accordingly, pledged to the prompt payment of the interest on and principal of the Series 1985 Bonds, the Series 1986 Bonds, and any Parity Bonds (as defined in the Indenture), all in accordance with Article IV of the Original Indenture, until the City's obligation to make payments under Subsection 3.1.1 of the Endorsement Agreement is terminated pursuant to Subsection 3.1.4 of such agreement.

Section 8. The Series 1986 Bonds shall be sold at the price of not less than 95% of par and accrued interest to the date of delivery. In accordance with Section 218.385(1) (a) of Florida Statutes, the County hereby finds that the Series 1986 Bonds are of a type not generally sold in the municipal bond market and that, under prevailing market conditions, bonds which differ from obligations generally sold in such market place are most advantageously sold at negotiated sale rather than public sale; that a negotiated sale of the Series 1986 Bonds is necessary and in the best interests of the County and that the Series 1986 Bonds shall be sold at negotiated sale.

Section 9. If any section, paragraph, clause or provision of this resolution shall be held to be invalid for any reason, such invalidity shall not affect the validity or enforceability of any of the remaining provisions hereof. Section 10. This Resolution is deemed to succeed Resolution No. 86-B-01, adopted March 17, 1986, by the Board of County Commissioners of Orange County, Florida, which is hereby repealed. Section 11. This resolution shall take effect immediately. ADOPTED in open session of tly? Board Commissioners of Orange County this A7- day of 1986. ORANGE COUNTY, FLORIDA

By: &~h Chairman of the Board of County Commissioners

ATTEST: THOMAS H. LOCKER, Orange County Comptroller and Clerk to the Board of County Commissioners STATE OF FLORIDA) ss COUNTY OF ORANGE) We, the undersigned Chairman and members of the Board of County Commissioners of Orange County, Florida, recognizing that the purchasers and subsequent holders of the Tourist Development Tax Revenue Bonds, Series 1986, of Orange County, Florida, referred to in the foregoing resolution will have accepted such bonds in reliance upon this certificate, do hereby certify, individually and collectively, that no two or more of us, meeting in any meeting which was not open to the public or of which the public did not have notice, reached any prior conclusion as to whether the action taken by said resolution or any part thereof should or should not be taken by said Board of County Commissioners or should be recommended as an action to be taken or not to be taken by said Board of County Commissioners: WITNESS our official Signatures:

ch-w-,&-Cw- Chairman

Commissioner

Commissioner Subscribed and sworn to before mefka Notary P State and County aforesaid, this 47- day of 1986. 1

My Commission Expires: !NOTARIAL SEAL] rJ~ldrYPublic, State of Florida at Care€. My Commission Expires March 26, 1989 Bonded Thru Brown & Brown, Inc. ' STATE OF FLORIDA) ss COUNTY OF ORANGE) I, THOMAS H. LOCKER, the duly qualified and acting County Comptroller and ex officio Clerk of the Board of County Commissioners of Orange County, Florida, do hereby certify according to the official records of said county in my possession that the attached constitutes a true and correct copy of an excerpt of the minutes egular meeting of said Board of County Commissioners hey: :Lej$aJ 3'7, 1986, including a resolution adopted at said meeting, insofar as said minutes pertain to the matters above set out. I further certify that the ayes and nays taken on the passage of said resolution have been or will immediately be entered on the minutes of said Board and that provision has been made for the preservation and indexing of said resolution which is open for inspection by the public at all reasonable times at my office in the courthouse of said county. IN WITNESS WHEREOF, I have hereunto set my hand an# official eal of the Board of County Commissioners this 37- day of 9 , 1986.

THOMAS H. LOCKER, Clerk of the Board of County Commissioners Third Draft May 20, 1986 CC/GHR

ORANGE COUNTY, FLORIDA

AND SOUTHEAST BANK, N .A. AS TRUSTEE

FIRST SUPPLEMENTAL INDENTURE OF TRUST

Dated as of , 1986

ORLANDO/ORANGE COUNTY ENDORSEMENT AGREEMENT

(Appendix A)

Dated as of , 1986

Securing $ Orange County Tourist Develo~mentTax Revenue Bonds, Series 1986, and supplementing an ~ndentureof Trust dated December 1, 1985 between the County and the Trustee ARTICLE VI

Series 1986 Bond Proceeds

Section 6.1 Application of Series 1986 Bond Proceeds..... Section 6.2 Construction Fund...... Section 6.3 Arena Construction Account......

AUTHORIZED SIGNATURES...... NOTARIAL CERTIFICATE - COUNTY...... NOTARIAL CERTIFICATE - TRUSTEE...... Appendix A - ORLANDO/ORANGE COUNTY ENDORSEMENT AGREEMENT... A-1 TABLE OF CONTENTS (This table of contents is for informational purposes only and should not be considered an integral part of either this Supplemental Indenture or the Endorsement Agreement)

Page Parties ...... 1 Recitals ...... 1 Form of Bond...... 2 ARTICLE I Definitions...... ARTICLE I1 The Bonds Section 2.1 Authorization...... Section 2.2 Series 1986 Bond Details...... Section 2.3 Registration of Bonds...... Section 2.4 Places of Payment...... Section 2.5 Authentication...... Section 2.6 Authentication and Delivery of Series 1986 Bonds...... ARTICLE I11 Redemption of Series 1986 Bonds Section 3.1 Redemption of Series.1986 Bonds...... ,...,... ARTICLE IV Flow of Funds; Supplemental Revenues Section 4.1 Payment of Series 1986 Bonds...... Section 4.2 Pledge of Supplemental Revenues...... ,...... Section 4.3 Supplemental Flow of Funds...... Section 4.4 Enforcement of Endorsement Agreement ...... ARTICLE V Trustee THE FIRST SUPPLEMENTAL INDENTURE OF TRUST MADE AND ENTERED INTO as of , 1986, by and between ORANGE COUNTY, FLORIDA (the "County") and SOUTHEAST BANK, N.A. of Miami, Florida, a banking association duly organized and qualified under the laws of Florida to accept and administer the trust hereby created and having its principal place of business in the City of Miami, Florida (the "Trusteen):

WITNESSETH:------

WHEREAS, acting under the authority granted by Section 125.0104, Florida Statutes, the Board of County Commissioners of Orange County, Florida (the "Board") did on March 16, 1978, adopt Orange County Ordinance 78-7, which has been amended by Orange County Ordinances 79-6, 82-26, and 85-30 (together, the "Tourist Development Tax Ordinance") imposing that certain tax which is defined in the hereinafter mentioned Indenture as the "Tourist Development Tax" and adopting a plan known as the "Tourist Development Plan"; and WHEREAS, in order to carry out the Tourist Development Plan, the Board issued certain revenue bonds, all of which have been refunded by the issuance and delivery of $47,875,000 Tourist Development Tax Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"). The Series 1985 Bonds are secured by and payable from revenue from the Tourist Development Tax and certain other limited sources, all as provided in the hereinafter mentioned Indenture; and WHEREAS, the County now desires to issue its Tourist Develop- ment Tax Revenue Bonds, Series 1986 (the "Series 1986 Bonds") on a parity with the Series 1985 Bonds in the aggregate principal amount of $ in order to provide funds to pay the cost of the Civic Center and Arena Projects (as defined herein); and WHEREAS, the County desires to pledge the revenue from the Tourist Development Tax and certain other sources to the payment of the Series 1986 Bonds secured hereby on a parity with the outstanding Series 1985 Bonds; and WHEREAS, the amount of Tourist Development Tax revenues currently being received by the County is insufficient to service the debt to be incurred by issuing the Series 1986 Bonds; and WHEREAS, in order to proceed with the financing of the Proj- ects without delay, the City of Orlando has offered to supplement the County's tax revenues through payments to be made pursuant to the Endorsement Agreement attached hereto as Appendix A; and WHEREAS, the Series 1986 Bonds for which provision is made in this First Supplemental Indenture of Trust will be "Bonds" and "Parity Bonds" as defined in the hereinafter mentioned Indenture; and WHEREAS, the Series 1986 Bonds and the Trustee's Certificate of Authentication to be endorsed thereon are all to be in substantially the following form: (FORM OF BOND) UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF ORANGE TOURIST DEVELOPMENT TAX REVENUE BOND, SERIES 1986

Number $ Interest Maturity Date of Rate Date Original Issue CUSIP

Registered Owner: Principal Amount: Orange County, Florida (the "County"), for value received hereby promises to pay (but only out of the sources hereinafter provided) to the Registered Owner identified above, or registered assigns, on the Maturity Date stated above, unless this Bond shall have been called for redemption prior to maturity and payment of the redemption price shall have been duly made or provided for, upon presentation and surrender hereof, the principal amount identified above and to pay (but only out of the sources hereinafter provided) interest from the date hereof on the balance of said principal sum from time to time remaining unpaid at the rate per annum shown above (computed on the basis of a 360-day year of 12 30-day months) on the first days of April and October of each year commencing , 19 until the payment of principal, and promises to pay interez on overdue principal and, to the extent permitted by law, on overdue interest at said rate. Principal of and redemption premium, if any, on this Bond are payable in lawful money of the United States of America at the principal office of the Trustee under the hereinafter mentioned Indenture, initially Southeast Bank, N.A. in the City of Miami, Florida, as Trustee and Paying Agent, or its successor (the "Trustee"); interest payments shall be made to the Registered Owner hereof as of the 15th day of the month immediately preceding each interest payment date by wire transfer on the due date or by check or draft mailed at least one day prior to the interest payment date to such Registered Owner at his address as it appears on the registration books of the County maintained by the Trustee (the "Bond Register") or at such other address as is furnished in writing by such Registered Owner to the Trustee before said 15th day of the month.

This Bond is one of an authorized issue of $ principal amount of Bonds issued by the County pursuant to and in full compliance with the provisions of the Constitution and laws of the State of Florida, and pursuant to resolution duly adopted by the Board of County Commissioners on , 1986, for the purpose of providing funds (i) to pay the cost of expanding, improving and equipping the Orange County Convention/Civic Center, as Phase I of the Orange County Tourist Development Plan, comprising a center of approximately 771,000 square feet plus appurtenant facilities to~accommodatelarge conventions and multipurpose community activities (ii) to pay the cost of land acquisition for and design, construction and equipping of an arena to be owned and operated by the City of Orlando (the "City") in accordance with an Interlocal Agreement between the County and the City dated , 1986 (iii) to pay all expenses incidental thereto and to the issuance of such Bonds, including fiscal, legal, and other expenses plus bond insurance premiums, if any, and (iv) for capitalization of a debt service reserve account and interest on the Bonds. The issue of Bonds of which this is one are all issued under and equally and ratably secured and entitled to the security of an Indenture of Trust dated as of December 1, 1985, as supplemented by a First Supple- mental Indenture of Trust dated , 1986 (collectively, the "Indenture") duly executed and delivered by the County to the Trustee. [Insert redemption provisions] Notice of call for redemption (whether mandatory or optional) is to be given by mailing a copy of the redemption notice by registered or certified mail at least 30 but not more than 60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the Bond Register. All such Bonds thus called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. Upon call for redemption of any Bond of denomination larger than $5,000 in part but not in whole, the Registered Owner must present such Bond to the Trustee for surrender in exchange for payment of the redemption price and a new Bond representing the unredeemed portion of such larger denomination Bond. The Bonds of the issue of which this is one, together with certain outstanding Tourist Development Tax Revenue Bonds, Series 1985, and such Bonds as may in the future be issued on a parity therewith, are secured by pledge of the "Pledged Revenues" comprising principally the revenues derived by the County from the Tourist Development Tax imposed by said County under Section 125.0104 of Florida Statutes by Orange County Ordinance No. 78-7 adopted March 16, 1978 and approved by the voters of said County at a referendum held on April 25, 1978, as said Ordinance has been amended prior to the issuance of Bonds of the series of which this is one. Said Tourist Development Tax is now imposed at the rate of per cent ( -%) of each whole and major fraction of each- dollar of the total rental charged every person who rents, leases, or lets for consideration any living quarters or accommodations in any hotel, apartment hotel, motel, resort motel, apartment, apartment motel, rooming house, mobile home park, recreational vehicle park, or condominium for a term of six months or less. Said Pledged Revenues further include all net operating revenues of the aforementioned Convention/Civic Center, interest on investments made with money derived from the aforementioned sources, and certain "Supplemental Revenues" comprised of revenues received by the County pursuant to the Interlocal Agreement described above. Under certain circumstances, the Tourist Development Tax revenues and Supplemental Revenues may be applied, as a first charge, to the payment of priority expenses of operation, maintenance and promotion of the Convention/Civic Center to the extent that operating revenues are insufficient for such purpose. Further, the pledge of and lien upon the Supplemental Revenues will be terminated if and when Tourist Development Tax revenues are sufficient to pay Maximum Annual Debt Service on the Bonds (as defined in the Indenture) for two consecutive fiscal years. Orange County is not obligated to pay the Bonds of the issue of which this is one or the interest thereon except from such revenues and neither the faith and credit nor the ad valorem taxing power nor any physical properties of the County are pledged to the payment of the principal of, redemption premium (if any) or interest on such Bonds. The issuance of such Bonds does not directly or indirectly or contingently obligate the County to levy any ad valorem taxes whatsoever therefor or to make any appropriation for their payment except from the aforesaid Pledged Revenues. This Bond does not constitute a corporate indebtedness of Orange County and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of said County. Orange County has covenanted and hereby covenants and agrees at all times while this Bond, or any Bond of the issue of which it is a part, is outstanding and unpaid to fix and maintain such rates for the use of the aforementioned Convention/Civic Center as will, together with the other Pledged Revenues, be fully sufficient to provide for the payment of the interest on and principal of all Bonds of the issue of which this is one as interest and principal become due, to create proper funds therefor, and to provide for the payment of the expenses of operating, maintaining in good condition, and adequately promoting the Convention/Civic Center . For a more particular statement of the covenants and provisions securing the Bonds of the issue of which this is one, the conditions upon which additional Bonds may be issued on a parity or achieve parity status, the conditions upon which such Indenture may be amended with the consent of the holders of 51% of such Bonds and Parity Bonds or with the consent of an insurer of such Bonds without the consent of such holders, and the conditions under which Bondholders may enforce the provisions of such Indenture, reference is made to the aforementioned Indenture. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law. This Bond is one of an issue of Bonds which were validated and confirmed by judgment of the Circuit Court of the Ninth Judicial Circuit of Florida in and for Orange County rendered on , 1986. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until it shall have been authenticated by the certificate of the Trustee endorsed hereon. IN WITNESS WHEREOF, Orange County has caused this Bond to be signed by the Chairman of the Board of County Commissioners of said County and attested by the County Comptroller and ex officio Clerk of said Board by their respective facsimile signatures and a facsimile of the corporate seal of said County to be printed hereon.

ORANGE COUNTY, FLORIDA

Chairman, Board of County Commissioners ATTEST:

County Comptroller

I Date of Authentication: (TRUSTEE'S CERTTFICATE OF AUTHENTICATION) This Bond is one of the Bonds described in the within mentioned Indenture. SOUTHEAST BANK, N .A. , as Trustee

By : Authorized Signature

(PROVISION FOR ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed:

By : Authorized Officer NOTICE: The signature to this Assiqnment must correspond with the name of the registered owner as it appears upon the face of the Bond. NOW,- THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE -OFTRUST WITNESSETH: That acting under Section 11.1 of that certain Indenture of Trust dated as of December 1, 1985 between the County and the Trustee, the parties thereto do hereby agree to and do supplement and amend said Indenture of Trust as hereinafter provided; and in consideration of the purchase and acceptance of the Series 1986 Bonds by the purchasers and subsequent holders thereof the County does hereby grant, warrant, assign and pledge to the Trustee, its successors and assigns, all right, title and interest in the Pledged Revenues, including (without limitation) the Supplemental Revenues (as defined herein), all rights granted by the Endorse- ment Agreement (as defined herein), and all other rights granted by said Indenture of Trust, all in trust for the security of the Series 1986 Bonds on a parity with the Series 1985 Bonds, all as more particularly hereinafter provided.

ARTICLE I Definitions All terms which are defined in Article I and elsewhere in the Indenture of Trust dated December 1, 1985 between the County and the Trustee, as hereby supplemented, shall have the same respective meanings in this First Supplemental Indenture of Trust. Definitions of certain of said terms are hereby amended and additional terms are defined as follows: "Arena Construction Accountn means the account in the Construction Fund created under Section 6.1 of this Supplemental Indenture. "Arena Projectn means the design, construction and equipping of and land acquisition for an arena with approximately 14,000 seats and potential for expansion up to 17,000 seats, including (without limitation) parking facilities, site preparation, landscaping, support facilities, and public works improvements related to the arena, all to be constructed, owned and operated by the City in accordance with the Interlocal Agreement. "Cityn means the City of Orlando, Florida, a municipal corporation created and now existing under the laws of the State of Florida and as it may exist in the future, "Civic Center Projectn means the design, construction, and equipping of an expansion of the Orange County Convention/Civic Center to approximately 771,000 square feet plus appurtenant facilities and improvements. "Endorsement Agreementn means the interlocal agreement attached hereto as Appendix "A" and dated , 1986, between the City and the County endorsing this First Supplemental Indenture of Trust and providing other terms, conditions, rights and obligations in connection with the Series 1986 Bonds and the Projects. "Indenturen means the Original Indenture as supplemented by this First Supplemental Indenture of Trust. "Initial Arena Depositn means the Series 1986 Bond proceeds required to be deposited by the Trustee into the Arena Construc- tion Account pursuant to Section 6.1 of this Supplemental Indenture. "Interlocal Agreement" means, the interlocal agreement entered into by the City and the County on April -, 1986, with respect to the Arena Project. "Original Indenturen means the Indenture of Trust dated as of December 1, 1985 between the County and the Trustee. "Parity Bonds" means the Series 1986 Bonds and any other obligations ranking on a parity with the Series 1985 Bonds under Article V of the Original Indenture. "Projects" means the Arena Project and the Civic Center Project. "Series 1986 Bonds" means the Tourist Development Tax Revenue Bonds, Series 1986, for which provision is made in this First Supplemental Indenture of Trust. "Supplemental Revenues" means the same as defined in the Original Indenture and shall hereafter expressly include all revenue received by the County from payments made by the City pursuant to Subsection 3.1.1 of the Endorsement Agreement.

ARTICLE I1 The Bonds Section -2.1 Authorization. Orange County, acting through its Board of County Commissioners, has authorized and hereby authorizes the Projects. For the purpose of providing funds to pay the cost of the Projects, including the payment of all fiscal, legal, bond insurance and other expenses incidental thereto and to the issuance of Series 1986 Bonds, including the capitalization of interest accruing on the Series 1986 Bonds during the first 36 months after issuance and the capitalization of a reserve, there have been and there are hereby authorized to be issued the Tourist Development Tax Revenue Bonds, Series 1986, of said county in the aggregate principal amount of $ Section -2.2 Series 1986 Bond Details. The Series 1986 Bonds shall be dated , 1986, and shall bear interest as shown below. Interest on the Bonds shall be payable I 19- , and semiannually thereafter on April 1 and October 1 each year. The Series 1986 Bonds initially to be delivered hereunder shall be in the aggregate principal amount of $ t shall be in the denominations of $5,000 each or whole multiples thereof, shall be numbered in some convenient manner, shall bear interest, and shall mature on October 1 of each of the years as follows: Year of Principal Interest Maturity Amount Rate

Of said Series 1986 Bonds those maturing on and prior to October 1, 20 , shall be Serial Bonds and those maturing after said date shall be Term Bonds. The Series 1986 Bonds, including the recital therein with respect to court validation to be incorporated therein as hereinafter provided, the Trustee's Authentication Certificate shall be in substantially the form set out in the preamble of this Indenture. Said Series 1986 Bonds shall be signed by the Chairman of the Board of County Commissioners and shall be attested by the County Comptroller and ex officio Clerk of said Board by their respective facsimile signatures with the facsimile of the corporate seal of said County printed thereon. Section -2.3 Registration of Bonds. The Series 1986 Bonds shall be fully registered as to both principal and interest in the manner and with the effect prescribed in the preamble hereof and in Section 2.5 of the Original Indenture. Section 2.4 Places of Payment. The principal of and premium, if any, on the Series 1986 Bonds shall be payable in lawful money of the United States of America at the principal office of the Trustee; interest on the Series 1986 Bonds shall be paid by wire transfer on the due date or by check or draft on the Trustee mailed at least one day prior to the pertinent interest payment date to the Registered Owner of such Bond at the address shown on the Bond Register on the 15th day of the month next preceding such interest payment date or to such other address as shall have been furnished to the Trustee by the Registered Owner prior to said 15th day of the month, All such payments shall be made in lawful money of the United States of America. Section -2.5 Authentication. Only such Series 1986 Bonds as shall be authenticated by the endorsement thereon of a certificate substantially in the form hereinbefore recited, executed by the Trustee by one of its authorized officers, shall be secured by the Indenture or shall be entitled to any benefit thereunder, and every such certificate of the Trustee upon any Series 1986 Bond purporting to be secured hereby shall be conclusive evidence that the Series 1986 Bond so certified has been duly issued hereunder, and that the holder is entitled to the benefit of the trust hereby created. It shall not be necessary that the same officer sign the certificate of authentication on all of the Series 1986 Bonds secured hereunder. Section -2.6 Authentication and Delivery of Series 1986 Bonds, The Trustee, forthwith upon the execution and delivery of this First Supplemental Indenture of Trust, or from time to time thereafter, upon the execution and delivery to it by the County of the Series 1986 Bonds, as hereinabove provided and without any further action on the part of the County, shall authenticate Series 1986 Bonds in the aggregate principal amount of $ and shall deliver them upon the written order of the County. Prior to the delivery by the Trustee of any of the Series 1986 Bonds there shall be filed with the Trustee all documents, certificates and authorizations required by Section 2.10 of the Original Indenture.

ARTICLE I11 Redemption of Series 1986 Bonds Section 3.1 Redemption of Series 1986 Bonds. The Series 1986 Bonds maturing after October 1, 19- , shall be subject to redemption at the option of the County prior to maturity on and after that date, either in whole at any time or in part on any interest payment date, upon terms of par and accrued interest plus a redemption premium (expressed as a percentage of principal amount) as set forth in the table below: Period of Optional Redemption Redemption Premium

As and for a sinking fund for the retirement of Series 1985 Term Bonds, the County has established the Term Bonds Subaccount provided in Subsections 4.132 and 4.34 of the Original Indenture. Money in the Term Bonds Subaccount shall be applied to the redemption prior to maturity or the payment at maturity (after credit as provided below) of the following principal amounts of Series 1986 Term Bonds on a complete parity with the Series 1985 Term Bonds at the price of par and accrued interest to the date fixed for redemption on the following respective dates ("Sinking Fund Redemption Dates") : Bonds Maturing in the Year 20 - October 1 Principal October 1 Principal of the Year Amount of the Year Amount

Bonds Maturing in the Year 20- October 1 Principal October 1 Principal of the Year Amount of the Year Amount At its option to be exercised on or before the sixtieth (60th) day next preceding any such Sinking Fund Redemption Date, the County may (a) deliver to the Trustee for cancellation such Series 1986 Term Bonds in any aggregate principal amount desired or (b) receive a credit in respect of a Term Bond Subaccount redemption obligation for any Series 1986 Term Bonds which, prior to said date, have been redeemed (otherwise than through the operation of the Term Bonds Subaccount) and cancelled by the Trustee and not theretofore applied as a credit against any Term Bonds redemption obligation. Each Series 1986 Term Bond so delivered or previously redeemed shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the County on such Sinking Fund Redemption Date and any excess over the amount of such obligation shall be credited on future Term Bond Subaccount redemption obligations in direct chronological order, and the principal amount of Series 1986 Term Bonds to be redeemed by operation of the Term Bonds Subaccount shall be accordingly reduced. The County shall on or before the sixtieth (60th) day next preceding each Sinking Fund Redemption Date, furnish the Trustee with a written instrument meeting the requirements of Subsection 8.32 of the Original Indenture indicating whether or not and to what extent the provisions of (a) and (b) of the preceding paragraph are to be availed of with respect to such Term Bonds Subaccount payment and stating, in the case of the credit provided in (b) above, that such credit has not theretofore been applied against any Term Bonds Subaccount redemption obligation. On each Sinking Fund Redemption Date the County shall redeem, or pay at maturity, the aggregate principal amount of the Series 1986 Term Bonds above specified to be redeemed or paid on said date, reduced by the amount of any credit theretofore availed of as hereinabove provided. Each such redemption shall be by lot in such manner as may be determined by the Trustee. Notice of redemption of Series 1986 Bonds shall be given as provided in Section 3.2 of the Original Indenture.

ARTICLE IV Flow of Funds; Supplemental Revenues Section 4.1. Payment of Series 1986 Bonds. The Series 1986 Bonds, constituting "Parity Bonds" and "Bondsn as defined in the Indenture, shall be payable as to interest from the Interest Account and as to principal from the Principal Account and shall be paid as to principal and interest when necessary from the Bond Reserve Account and the Renewal and Replacement Reserve Account, all on a parity with the Series 1985 Bonds. The holders of the Series 1986 Bonds shall have the same rights to enforce all covenants in the Indenture, and be subject to the same limitations in the enforcement thereof, as the holders of the Series 1985 Bonds.

Section 4.2. Pledge of Supplemental Revenues. The County hereby declares and acknowledges that all revenues received by the County pursuant to Subsection 3.1.1 of the Endorsement Agreement are Supplemental Revenues, as defined by the Original Indenture, and are, accordingly, pledged to the prompt payment of the interest on and principal of the Series 1985 Bonds, the Series 1986 Bonds, and any Parity Bonds, all in accordance with Article IV of the Original Indenture, until the City's obligation to make payments under Subsection 3.1.1 of the Endorsement Agreement is terminated pursuant to Subsection 3.1.4 of such agreement. Section 4.3. Supplemental Flow of Funds. The Trustee shall transfer funds monthly from Investment Earninqs and the Tourist Development Trust ~undinto the Bond Service Accounts as provided in Subsection 4.34 of the Original Indenture. Upon the occurrence of a deficiency after such monthly transfers, the County shall make up such deficiencies as required by Subsection 4.34. HOW- ever, notwithstanding the foregoing and any provision of Subsec- tion 4.34, if such deficiencies are not made up by the County on the 16th day of the month from Net Operating Revenues and the Renewal and Replacement Reserve Account, the Trustee shall forthwith demand payment by the City of Supplemental Revenues in an amount sufficient to remedy such deficiency, subject to the limitations of Subsection 3.1.2 of the Endorsement Agreement. The Trustee shall make such demand in the manner required by the Endorsement Agreement without approval or further action of the County, and upon such demand the City shall render full payment to the Trustee no later than the close of business for the Trustee on the third business day after demand. Notwithstanding any provision of the Indenture, the necessity for the Trustee to demand payment of Supplemental Revenues shall not be deemed an Event of Default. Section 4.4. Enforcement of Endorsement Agreement. Upon any event of default by the City under the Endorsement Agreement, the Trustee shall undertake whatever actions it deems prudent to enforce the obligations of the City thereunder without further consent or action by the County. The County hereby assigns to the Trustee for the benefit of the Bondholders all its rights under the Endorsement Agreement and all its rights under state and federal law to enforce the obligations of the City under the Endorsement Agreement. ARTICLE V Trustee The Trustee accepts the trusts hereby created (including, without limitation, those created in connection with the Supple- - mental Revenues and the Endorsement Agreement), but only upon the terms and conditions set forth in Article VIII of the Original Indenture.

ARTICLE VI Series 1986 Bond Proceeds Section -6.1 Application of Series 1986 Bond Proceeds. Upon the written request of the County the Trustee shall deliver the Series 1986 Bonds to the purchasers thereof and shall receive and receipt for the payment of the purchase price therefor. The Trustee shall apply the purchase price so received as follows: (a) that portion which represents accrued interest on the Series 1986 Bonds plus interest to accrue on the Series 1986 Bonds during the first 36 months after issuance thereof shall be deposited in the Interest Account;

(b) $ shall be deposited in the Bond Reserve Account established by Subsections 4.14 and 4.35 of the Original Indenture; (c) $15,000,000 shall be deposited into a separate account in the County's Construction Fund, which account is hereby created and designated the "Arena Construction Accountm. (dl A sum sufficient to pay costs of issuance, including fiscal, legal, bond insurance, printing and other expenses properly incidental to the issuance of the Series 1986 Bonds, shall be applied to such purpose. (e) The remainder shall be deposited in the Construc- tion Fund (other than the Arena Construction Account). Section -6.2 -Construction Fund. The Construction Fund, which has previously been created by the County and continued in effect pursuant to Section 4.1 of the Original Indenture, shall be held by the Trustee and shall be governed by this Section 6.2, as it may be supplemented from time to time, except for that portion of the Construction Fund which constitutes the Arena Construction Account and is governed by Section 6.3, below. Except when and to the extent invested as hereinafter provided, the Construction Fund shall be secured at all times by Permitted Investments of market value at least equal to the amount of the funds then on deposit, The money in the Construc- tion Fund shall be held and paid out solely for the purpose of paying the cost of the Civic Center Project and, until so paid out, will be subject to a lien and a charge in favor of the holders of all Bonds outstanding at any time and shall be held for the further security of such holders until so paid out. Money in the Construction Fund shall be paid out by the Trustee only upon receipt of requests for payment or reimbursement of costs incurred by the County in connection with the Civic Center Project. Requests for payment or reimbursement shall be made in writing by the Orange County Comptroller or his designee and, except for expenditures related to financing costs, shall be approved by the design architect or engineer or the construction manager at the time employed for such purpose by the County. All requests shall be accompanied by the related invoices and shall be in form and substance reasonably satisfactory to the Trustee. Money in the Construction Fund shall-,at the direction of the County, be invested in Permitted Investments maturing at such times as shall be specified by the County. Money in the Construc- tion Fund may be invested in a pool of County investments subject to the same restrictions as applied to like investments of money in the Enterprise Fund held by the County in accordance with Sec- tion 4.5 of the Original Indenture. Investment Earnings derived from such investments shall, upon receipt thereof, be retained in the Construction Fund and shall be applied by the Trustee without further action by the County to the payment of interest falling due on the Bonds when necessary to prevent default therein. If, upon filing with the County of a certificate of the aforementioned design professional or construction manager de- claring that the Civic Center Project has been completed and all sums due under the contracts therefor have been paid or money fully sufficient to make such payment has been set aside, all money then remaining in the Construction Fund shall be transferred to the Bond Reserve Account to the extent, if any, necessary to accumulate the Maximum Annual Debt Service in the Bond Reserve Account; any remainder shall be transferred into the Renewal and Replacement Reserve Account in the Enterprise Fund. Section -6.3. Arena Construction Account. The Arena Con- struction Account and all moneys therein shall be held by the Trustee for the account of the City, separate from all other funds and accounts, and shall be invested and disbursed as provided in this Section 6.3 without further action or approval by the County. 6-3.1. Investments. The Arena Construction Account shall be secured at all times by Permitted Investments of market value at least equal to the amount of the funds then on deposit. Money in the Arena Construction Account shall, at the direction of the City, be invested in Permitted Investments maturing at such times as shall be specified by the City. Investment Earnings derived from such investments shall, upon receipt thereof, be retained in the Arena Construction Account, but shall be applied by the Trustee, without further action or approval by the County or the City, to the payment of interest falling due on the Bonds when necessary to prevent default thereon. Investment Earnings may be used to pay interest on the Bonds only after all other funds available therefor under the Indenture and the Endorsement Agreement have been depleted and, when not otherwise needed for payment of interest on Bonds, shall be retained in the Arena Construction Account and reinvested at the City's direction. Money in the Arena Construction Account shall be paid out only in accordance with this Section 6.3 and, until so paid out, shall be subject to a lien and charge in favor of the holders of the Bonds outstanding at any time as additional security for the payment of such Bonds. 6.3-2. Disbursements. Money in the Arena Construction Account shall be disbursed by the Trustee only upon receipt of requests for payment or reimbursement of costs incurred by the City in connection with the Arena Project. Requests for payment or reimbursement shall be made in writing by the City's Director of Finance or his designee and, except for costs related to financing, shall be approved by the City's Director of Public Works or the City's arena architect or construction manager. All requests shall be accompanied by the related invoices or, in the case of land acquisition, by a copy of the negotiated purchase contract or the final judgment and order of taking in condem- nation proceedings and shall be in form and substance reasonably satisfactory to the Trustee. Until such time as Pledged Revenues are first transferred from the Renewal and Replacement Reserve Account pursuant to Sec- tion 4.36 of the Original Indenture and Section 2.2 of the Endorse- ment Agreement (i.e., so long as the Arena Construction Account contains only the Initial Arena Deposit and Investment Earnings thereon), money may not be disbursed from the account for construction of the principal arena structure (as distinct from construction of support facilities and on-site public works improvements, site preparation, etc.). If at any time the aggregate of (i) all moneys on deposit in the Arena Construction Account and (ii) all disbursements made to the City pursuant to Section 2-2 of the Endorsement Agreement and this Section 6.3 equals or exceeds the aggregate of: (a) $50,000,000, (b) the "Contract Escalation" required under Section 2.2 of the Endorsement Agreement, (c) all Investment Earnings derived from investments made with the Initial Arena Deposit (but not investments made with other funds in the account),

(d) the sum of any amounts withdrawn by the Trustee from the Arena Construction Account pursuant to this section to prevent default on the payment of interest due on the Bonds, and (el the sum of all interest and other financing costs incurred by the City in financing the Arena Project (but only if and to the extent such financing is expressly approved by the County in a written supplement to the Endorsement Agreement to be later negotiated and executed by the City and the County), the Trustee shall, upon written request by the County, transfer all Investment Earnings derived from investments in the Arena Construction Account thereaftef received to the Interest Account. After the aggregate of all disbursements from the Arena Construction Account to the City pursuant to the Endorsement Agreement equals the aggregate of (a) through (el, inclusive, in the preceding paragraph, all money remaining in the Arena Construction Account shall be transferred by the Trustee to the Bond Reserve Account to the extent, if any, necessary to accumulate the Maximum Annual Debt Service in the Bond Reserve Account; any remainder thereafter shall be transferred to the Renewal and Replacement Reserve Account in the Enterprise Fund.

IN WITNESS WHEREOF, ORANGE COUNTY, FLORIDA, by resolution duly adopted by its Board of County Commissioners, has caused this First Supplemental Indenture of Trust to be executed by the Chairman of the Board of County Commissioners and the official seal of said County to be hereunto affixed, attested by the Clerk of said Board, and Southeast Bank, N.A., in the City of Miami, Florida, has caused this First Supplemental Indenture of Trust to be executed and attested in its behalf by its duly authorized officers and its corporate seal to be hereunto affixed, all as of the day and year first above written.

ORANGE COUNTY, FLORIDA

Dy i Chairman, Board of County Attest: Commissioners

Orange County Comptroller and Clerk to the Board of County Commissioners (County Seal)

SOUTHEAST BANK, N.A., as Trustee

By :- Attest: Trust Officer

Trust Officer (Bank Seal) County Notarizations

STATE OF FLORIDA 1 1 SS COUNTY OF ORANGE 1 I hereby certify that on this day before me, , an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared and to me known and known to be the persons described in and who executed the foregoing instrument as Chairman and Clerk, respectively, of the Board of County Commissioners, Orange County, Florida, and severally acknowledged before me that they executed the same as such officers in the name and on behalf of said Orange County, Florida. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1986.

- Notary Public My commission expires:

( SEAL 1 Trustee Notarizations

STATE OF FLORIDA ) ) SS COUNTY OF

I hereby certify that on this day before me, , an officer duly authorized in the State aforesaid and in the county aforesaid to take acknowledgments, personally appeared and to me known and known to be the persons described in and who executed the foregoing instrument as and as respectively, of Southeast Bank, N.A., and severally acknowledged before me that they executed the same as such officers in the name and on behalf of Southeast Bank, N.A. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1986.

Notary Public My commission expires:

( SEAL) TRUSTEE NOTARIZATIONS

STATE OF FLORIDA 1 1 SS COUNTY OF 1

I hereby certify that on this day before me, , an officer duly authorized in the State aforesaid and in the county aforesaid to take acknowledgments, personally appeared and to me known and known to be the persons described in and who executed the foregoing instrument as and as respectively, of Southeast Bank, N.A., and severally acknowledged before me that they executed the same as such officers in the name ayd on behalf of Southeast Bank, N.A. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1986.

Notary Public My commission expires:

( SEAL Fourth Draft N2y 22, 1986 cc/C,HR

Appendix A to First Supplemental Indenture of Trust

ORANGE COUNTY, FLORIDA

and

THE CITY OF ORLANDO, FLORIDA

ENDORSEMENT AGREEMENT

Dated as of , 1986

Endorsing the First Supplemental Indenture of Trust between Orange County and Southeast Bank, N.A., dated , 1986, and securing $ Orange County Tourist Development Tax Bonds, Series 1986 TABLE OF CONTENTS

Paae Recitals ...... Article I Definitions Article I1 County Obligations 2.1 Series 1986 Bond Proceeds ...... 2.2 Renewal and Replacement Reserve Account ...... 2.3 County Covenants ...... 2.4 Repayment of City Revenues ...... Article I11 City Obligations 3.1 Pledge and Payment of City Revenues ...... 3.1.1 Payment of City Revenues ...... (a) For Debt Services ...... (b) For Operating Deficiencies ...... 3.1.2 Limitation on City's Payment Obligation ... (a) During Capitalized Interest Period ... (b) After Capitalized Interest Period .... 3.1.3 Pledge of City Revenues ...... 3.1.4 Release of City Revenues ...... 3.1.5 Letter of Credit ...... 3.1.6 Obligation Unconditional ...... 3.2 Replenishment of Renewal and Replacement Reserve Account ...... 3.3 Endorsement of Supplemental Indenture ...... 3.4 Covenants ...... 3.4.1 Entitlement to City Revenues ...... 3.4.2 Punctual Payment of Prior Obligations .... 3.4.3 Parity Obligations ...... 3.4.4 Annual Budget and Appropriations; Books and Accounts ...... 3.4.5 No Arbitrage ...... 3.4.6 Arena - Construction. Operation. Financing. Sale. Etc ...... Page A . Use of Arena Construction Account Funds ...... B . Operation of Arena; Subsidies ...... C . Insurance ...... D . construction ...... E . Sale or Lease of Arena; Change of Use . . F . Opening Date ...... 3.4.7 Future Supplemental Indentures...... Article IV Remedies 4.1 Against the County ...... 4.2 Against the City ...... 4 .2.1 Events of Default ...... 4.2.2 Remedies ...... 4.2.3 Enforcement by Trustee ...... 4.2.4 Remedies Cumulative ...... 4.2.5 NoWaiverof~ights...... Article V Term and Amendments 5.1 Amendments ...... 5.2 Term ...... 5.3 Survival of Certain Provisions ...... Article VI Subrogation of Insurer Article VII Miscellaneous 7.1 Third Party Beneficiaries ...... 7.2 StatutoryAuthority ...... 7.3 Recitals ...... 7.4 Complete Agreement ...... 7.5 Notices ...... 7.6 Counterparts ...... 7.7 Severability ...... 7.8 Applicable Law ...... Signatures ...... County Notarizations ...... City Notarizations ...... THIS ENDORSEMENT AGREEMENT is entered into as of 1986, by Orange County, Florida, a political subdivision of the I State of Florida (the "County"), and the City of Orlando, Florida a municipal corporation created and existing under the laws of the State of Florida (the "City").

------RECITALS

1. The Orange County Tourist Development Plan calls for expansion of the county's convention/civic center to approximately 771,000 square feet in size, plus construction of an arena with approximately 14,000 seats (with potential for expansion up to 17,000 seats) in the downtown area known as "Centroplex", plus the use of tourist development tax revenues to promote general tourism in Orange County. To provide funding for these additional projects, the Legislature of Florida has authorized an increase in the tourist development tax from 2% to 3% of the cost of renting hotel rooms, motel rooms, and other types of temporary lodging. The Board of County Commissioners of Orange County has now imposed this authorized increase in the rate of the tax.

2. Even with increased revenues from the additional tax rate, there will for several years be insufficient revenues to complete the projects in the tourist development plan. Never- theless, it is in the best interests of the county, the city, their respective citizens, and the tourism industry, to proceed with the projects as quickly as possible.

3. To facilitate expansion of the civic center and to begin design, construction, and land acquisition for the arena, the city is willing to provide its sales tax revenues and guaranteed entitlement revenues as additional security for bonds issued and to be issued by the county. When paid by the city to the county, these revenues will become "Supplemental Revenues" for purposes of the Indenture of Trust between the county and Southeast Bank, N.A., which secures the county's Tourist Development Tax Revenue Bonds, Series 1985. By providing this additional security, the county is allowed under the Indenture to issue parity bonds for the expansion of the civic center and the design of and land acquisition for the arena without meeting the "additional bonds test" in the Indenture. 4. In addition to pledging its revenues for debt service, the city is also pledging its revenues to make up deficiencies, if any, in the funds available to the county for the operation of the civic center. 5. Any payments made by the city, whether for debt service or operations, are to be repaid by the county if and when the tourist development tax revenues are available, as contemplated by the Indenture, and will bear interest at adjustable rates pegged to the rates on 6-month Treasury Bills. 6. At the end of the first 36 months after issuance of the bonds by the county, the maximum amount payable by the city each month in the event of either debt service or operations deficiencies will be fixed based on the amount of tourist development tax revenues received during the immediately preceding twelve month period, At any time that either the guaranteed entitlement revenues or the sales tax revenues alone are sufficient to meet the city's obligations, the city can, upon fulfilling certain requirements, obtain a release of the pledge of and lien upon the other revenue source. Finally, if and when the tourist development tax revenues are sufficient for two consecutive fiscal years to pay all outstanding tourist development tax revenue bonds, the pledge of and lien upon all the city's revenues will be terminated. 7. Because the sales tax revenues and guaranteed entitlement revenues are both now pledged for the payment of certain revenue certificates issued by the city in 1984, the city is providing for the benefit of the county's bondholders and the insurer of the county's bonds a letter of credit which will ensure that such revenue certificates are paid in full when due. Such revenue certificates are not defeased or discharged by the letter of credit, but the bondholders and the insurer nevertheless receive, in effect, a first lien on the city's revenues (except for certain other obligations payable from the guaranteed entitlement revenues) through the issuance of the letter of credit. 8. In addition to the above obligations of the city, the city has also agreed to replenish the county's Renewal and Re- placement Reserve Account whenever it drops below $5,000,000, except to the extent such deficiency is the result of payments made by the county to the Orlando-Orange County Convention and Visitors Bureau. 9, In return for the city's consideration, the county has agreed to make available to the city $15,000,000 in bond proceeds for design and construction of and land acquisition for the arena. Further, when such initial $15,000,000 plus interest earnings thereon is expended, the county will begin to transfer each month all funds in excess of $5,000,000 in its Renewal and Replacement Reserve Account to the construction account for the arena for use by the city for its arena project. 10. In reliance on the availability of funds from the Re- newal and Replacement Reserve Account, the city expects in the near future to issue its own bonds or notes payable from city funds and to use the proceeds of such bonds or notes to acce- lerate the construction of the arena. The city further expects to use funds transferred by the county to the arena construction account to pay all such debt, including interest and other financing costs. The county agrees to transfer funds, to the extent available above $5,000,000, from its Renewal and Replace- ment Reserve Account to the construction account for the arena until the city has received, essentially, (i) $50,000,000, (ii) interest earnings on the initial $15,000,000 deposit, (iii) an amount equal to the city's interest and other financing costs related to its debt for the arena (subject to county approval of the city's financing plan), and (iv) an amount to allow for construction cost increases after January 1, 1990. 11. The county and the city are entering this agreement with the expectation that the bondholders and the bond insurer will be relying on the covenants and conditions contained herein. The county is specifically assigning its right of enforcement of this agreement to Southeast Bank, N.A., as trustee for the bondholders.

ACCORDINGLY, the parties agree as follows:

ARTICLE I Definitions All terms which are defined in Article I and elsewhere in the Indenture of Trust dated December 1, 1985, between Orange County and Southeast Bank, N.A., as Trustee, as supplemented by the First Supplemental Indenture of Trust between the County and the Trustee dated as of , 1986, shall have the same respective meanings in this Endorsement Agreement. Certain additional terms are defined as follows: "Adjusted T-Bill Rate" means the rate of interest borne by those obligations of the United States Treasury (i) which mature 180 days or 26 weeks after their issuance and (ii) which have been issued most recently as of the previous April 1 or, if later, the previous October 1. "Capital Improvement Revenue Certificate Ordinance" means that certain ordinance enacted by the City on December 14, 1983, as amended, under which the City authorized the issuance of obligations payable, in part, from the Sales Tax Revenues and the Guaranteed Entitlement Revenues. "City Revenues" means the Sales Tax Revenues and the Guaranteed Entitlement Revenues. Upon receipt by the County of payments by the City pursuant to Subsection 3.1.1 of this Endorsement Agree- ment, such City Revenues (or such other legally available revenues which the City may use, at its option, to make such payments) shall become Supplemental Revenues for purposes of the Indenture. "Guaranteed Entitlement Revenuesw means the guaranteed entitlement portion of the state revenue sharing funds received by the City pursuant to Part I1 of Chapter 218 of Florida Statutes (1985) or successor statutes. "Guaranteed Entitlement Revenue Bond Ordinancegt means that certain ordinance enacted by the City on November 29, 1976, as amended, under which it authorized the issuance of the City's ~uaranteedEntitlement Revenue Bonds, Series 1976.

"Insurer" means the entity or entities insuring the payment of the Series 1985 Bonds, the Series 1986 Bonds, and any Parity Bonds. "Operating Deficit" means, for any period of calculation, the excess of the expenses of operating, maintaining and promoting the Orange County Convention/Civic Center (as such facility may be expanded by the Civic Center Project) over the revenue derived from the operation of the civic center,

"Prior Obligationsw means the obligations of the City issued and outstanding under the Guaranteed Entitlement Revenue Bond Ordinance and the Capital Improvement Revenue Certificate Ordi- nance. "Sales Tax Revenues" means the revenues received by the City pursuant to Part VI of Chapter.218 of Florida Statutes (1985) or successor statutes. "Supplemental Indenturen means the First Supplemental Inden- ture of Trust between the County and the Trustee dated as of the Sam2 date as this Endorsement Agreement and making provision for the Series 1986 Bonds.

ARTICLE I1 County Obligations Section 2.1. Series 1986 Bond Proceeds. The County shall cause the Trustee to retain for the account of the City the Ini- tial Arena Deposit and to invest and disburse such funds and Investment Earnings thereon in the manner required by Section 6.3 of the Supplemental Indenture. Further, the County shall cause the Trustee to deposit, keep and maintain in the Interest Account an amount of Series 1986 Bond proceeds and Investment Earnings sufficient to pay when due (i)all interest accrued on the Series 1986 Bonds as of the date of their issuance plus (ii) all interest to accrue on the Series 1986 Bonds during the first 36 months after the date of issuance. Section 2.2. Renewal and Replacement Reserve Account. After fulfilling and complying with the required uses denominated "first" through "eighth", inclusive, in Subsection 4.36 of the Original Indenture, the County shall transfer on the 16th day of each month all Pledged Revenues remaining on deposit inthe Renewal and Replacement Reserve Account in excess of $5,000,000 to the Arena Construction Account to be held, invested and disbursed by the Trustee for the account of the City in accordance with Section 6.3 of the Supplemental Indenture. However, such transfers shall not commence until the month immediately. following the final disbursement of all the Initial Arena Deposit plus all Investment Earnings thereon for costs related to the Arena Project. The County's obligation to transfer Pledged Revenues to the Arena Construction Account under this Section 2.2 shall continue until the aggregate of: (i) the Initial Arena Deposit, (ii) all Pledged Revenues deposited in the account, (iii) all Interest Earnings on investments made with funds in the account, and (iv) all other funds from whatever source deposited in the account equals or exceeds the aggregate of

(ii) the Contract Escalation (defined below), (iii) all Investment Earnings derived from investments made with the Initial Arena Deposit (but not investments made with other funds in the account , (iv) the sum of any amounts withdrawn by the Trustee from the account pursuant to Section 6.3 of the Indenture to prevent default on the payment of interest due on the Bonds, (v) the sum of all interest and other financing costs incurred by the City in financing the Arena Project (but only if and to the extent such financing is expressly approved by the County in a written supplement to this Endorsement Agreement to be later negotiated and executed by the parties). For the preceding paragraph, "Contract Escalation" shall be calculated as follows: (a) The sum of (i) all costs paid by the City in connection with the Arena Project as of January 1, 1990 (other than interest and other financing costs), plus (ii) all contractual obligations incurred but unpaid by the City as of January 1, 1990, in connection with the Arena Project (other than obligations to pay interest or other financing costs) shall be subtracted from $50,000,000. The remainder shall be the "Escalation Base" for purposes of the next paragraph. (b) Beginning February 1, 1990, and on the first day of each month thereafter, the Escalation Base shall be reduced by any additional costs and contractual obligations (including additive construction change orders) incurred by the City during the previous month. After such reduc- tion, the Escalation Base shall be multi- plied by the percentage by which the most recent [Name of Index1 increased over the next most recent [index], and the product shall be the "Escalation Incrementt'. (c) The Contract Escalation shall be the aggregate of all Escalation Increments. (d) The calculations in (b) and (c) shall terminate when the aggregate of all expenditures and unpaid contractual obligations for the Arena Project (net of interest and other financing costs) equal the sum of $50,000,000 plus the aggregate of all Escalation Increments then calculated. Nothing in this Section 2.2. shall constitute or be deemed a pledge of or lien upon the Pledged Revenues. Notwithstanding any provision of this Endorsement Agreement or the Indenture, the County's obligations under this Section 2.2, if not already terminated, shall terminate upon completion of the Arena Project and payment of all obligations of the City in connection with the Arena Project. Section 2.3. County Covenants. So long as (i) the obligation of the City to make payments under Subsection 3.1.1 of this Endorsement Agreement and the lien on the City Revenues in favor of the County and its Bondholders have not both been released pursuant to Subsection 3.1.4 of this Endorsement Agreement and (ii) the County is obligated to make the transfers required by Section 2.2, the County covenants to the City as follows: 2.3.1. The County shall issue no other obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues or any part thereof without the written consent of the City. However, notwithstanding the previous sentence, the County may issue up to $15,000,000 aggregate principal amount of Parity Bonds in one or more series in order to complete the Civic Center Project by making it initially operational without first obtaining the consent of the City. 2.3.2. The County shall proceed diligently to complete the Civic Center Project, but otherwise shall not undertake any extensions or betterments to the civic center, as contemplated by Section 4.36 of the Original Indenture, without written consent of the City. 2.3.3. The County shall take all reasonable action to keep the Tourist Development Tax in full force and effect and shall not reduce the rate of the tax nor the base upon which it is imposed. 2.3.4. Except in connection with a refunding of all outstanding Bonds, the County shall not redeem or purchase any outstanding Bonds prior to maturity, as contemplated by Section 4.36 of the Original Indenture, without the consent of the City. 2.3.5. The County shall not transfer any "surplus revenues" out of the Renewal and Replacement Reserve Account or use such surplus revenues for any other purpose as allowed by Section 4.37 of the Original Indenture without the consent of the City. 2.3.6. In any month, the County shall not pay Tourist Development Tax revenues or civic center operating revenues to the Orlando-Orange County Convention and Visitors Bureau, Inc., in an amount exceeding 25% of the additional Tourist Development Tax revenues attributable that month to the increase in the rate of the tax from 2% to 3% without the consent of the City. Section 2.4. Repayment of City Revenues. The County shall repay the City for each payment made by the City pursuant to either Subsection 3.1.1 or Section 3.2 of this Endorsement Agreement. Such repayment shall be made monthly, but only from and to the extent of funds on deposit in the Renewal and Replace- ment Reserve Account and only at the time and with the priority described in Section 4.36 of the Original Indenture. Each payment by the City shall bear interest payable by the County from the date payment by the City is made, until repaid, at the Ad- justed T-Bill Rate, and such interest rate shall be adjusted as of each April 2 and October 2. Nothing in this Section 2.4 shall constitute or be deemed a pledge of or a grant of lien upon the Pledged Revenues.

ARTICLE I11 City Obligations Section 3.1. Pledge and Payment of City Revenues. 3.1.1. Payment of City Revenues. (a) For Debt Service. Upon demand by the Trustee in accordance with Section 4.34 of the Original Indenture and Section 4.3 of the Supplemental Indenture, but subject to the limitations provided in Subsection 3.1.2 of this Endorsement Agreement, the City shall pay to the Trustee for the account of the County from the City Revenues (or, at the City's sole option, from any other legally available source of revenue) an amount of money equal to the deficiency in the Bond Service Accounts as determined by the Trustee pursuant to such Section 4.34. The Trustee shall make such demand in writing or by telephone, and the City shall make such payment in full, either in clearinghouse funds or, at the Trustee's option, by wire transfer, no later than the close of business on the Trustee's third business day after demand for payment. When demand for payment is made by telephone, the Trustee shall provide written confirmation of the demand by the close of business on the Trustee's next business day, but compliance by the Trustee with this requirement shall not affect the validity of the demand. (b) For Operating Deficiencies. In any month when (i) there exists a deficiency in the Operating Revenue Account, as contemplated by Section 4.31 of the Original Indenture, and (ii) the funds transferred by the Trustee to the County from the Tourist Development Trust Fund (as required by such Section 4.31) together with funds on deposit in the Renewal and Replacement Reserve Account are insufficient to remedy such deficiency, the City shall pay City Revenues (or, at the City's sole option, revenue from any other legally available source) to the County in an amount sufficient to remedy the deficiency. The City shall make payment promptly upon the request of the County, but subject to the limitations in Subsection 3.1.2 as to the amount. 3.1.2. Limitation on the City's Payment Obligation. The City is obligated to make the payments required by Subsection 3.1.1, above, only from and to the extent of the City Revenues. However, at the City's sole option, it may make such payments from any legally available source of revenues. If the Trustee has not demanded such payment on or before the 16th day of the month, all City Revenues received by the City in the immediately preceding month shall be released from the pledge and lien created under Subsection 3.1.3 and may be thereafter used by the City for any lawful purpose. The City's payment obligation under Subsection 3.1.1 is further limited as follows: (a) During Capitalized Interest Period. In any month during the first 36 months after issuance of the Series 1986 Bonds, the City's payment obligation under Subsection 3.1.1 is limited to an amount of money equal to: 1.33 MADS + OD - ATDT 12 where: "MADS" equals Maximum Annual Debt Service as of the particular month; "OD" equals the aggregate Operating Deficit, if any, during the immediately preceding 12 months, up to a maximum of $850,000; and "ATDT" equals the aggregate Available Tourist Development Tax Proceeds for the 12-month period immediately preceeding issuance of the Series 1986 Bonds, adjusted to reflect any increase in the rate of the tax which may have taken effect after the beginning of such 12-month period. (b) After Capitalized Interest Period. In any month beginning with the 37th month after issuance of the Series 1986 Bonds and thereafter, the City's payment obligation under Sub- section 3.1.1. is limited to an amount of money equal to: 1.33 MADS + OD - ATDT 12 where: "MADS" and "OD" are calculated as described in the preceeding paragraph (a), and "ATDT" equals the aggregate Available Tourist Development Tax Proceeds for the 12-month period beginning with the 25th month and ending with the 36th month after issuance of the Series 1986 Bonds. 3.1.3. Pledge of City Revenues. The obligation of the City to pay City Revenues under Subsection 3.1.1 is hereby secured by, and the City hereby grants to the County, an irrevocable lien on the City Revenues until such lien is released pursuant to Sub- section 3.1.4, which lien is and shall be prior and superior to all other liens or encumbrances on the City Revenues, except as follows: (i) With respect to the Sales Tax Revenues, such lien is and shall be junior and subordinate to the lien thereon created in favor of the holders of the obligations heretofore issued pursuant to the Capital Improvement Revenue Certificate Ordinance; and

(ii) With respect to the Guaranteeed Entitle- ment Revenues, the City's obligation to make payment pursuant to Subsection 3.1.1 and the lien created thereon in favor of the County are junior and subordinate in all respects to the liens on the Guaranteed Entitlement Revenues heretofore created in favor of the holders of the Prior Obligations. The obligation of the City. to make payments under Subsection 3.1.1 shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution or laws of Florida, but shall be payable solely from and secured by the lien upon and pledge of the City Revenues in the manner and to the extent provided herein. Neither the County nor any Bondholder shall ever have the right to compel the exercise by the City of its ad valorem taxing power or taxation in any form on any real or personal property within the City to fulfill the City's payment obligations under this Endorsement Agreement, nor shall the County or any Bondholder be entitled to payment hereunder from any funds of the City other than the City Revenues. 3.1.4. Release of Pledge and Liens. (a) The City's obligation to pay City Reve- nues pursuant to Subsection 3.1.1 and the pledge of and lien upon the City Revenues made and granted under Subsection 3.1-3 shall cease, terminate and become void upon the receipt by the Trustee of either (i) a certificate of an independent certified public accounting firm not in the regular employ of the County or the City on a salary basis to the effect that the aggregate amount of Available Tourist Development Tax Proceeds actually received by the Trustee in two consecutive fiscal years equals or exceeds 133% of Maximum Annual Debt Service on all Bonds then outstanding or (ii) an opinion of bond counsel acceptable to the Trustee to the effect that the Bonds have been discharged pursuant to Sec- tion 10.1 of the Original Indenture. The certificate in (i), above, may contain an adjustment to reflect any increase in the rate of the Tourist Development Tax which shall have taken effect after the beginning of such period of two consecutive fiscal years . (b) If at any time after the 36th month after the issuance of the Series 1986 Bonds the Trustee receives a certificate of an independent certified public accounting firm not in the regular employ of the County or the City on a salary basis to the effect that either the Sales Tax Revenues or the Guaranteed Entitlement Revenues alone is sufficient to provide funds for the City's payment obligation under Subsection 3.1.1, as limited by Paragraph (b) in Subsection 3.1.2, then the pledge of and lien on the other City Revenue shall cease, terminate and become void. For purposes of the previous sentence, the revenue source shall be "sufficient to provide funds for the City's payment obligation" only if the aggregate of revenues received by the City from such source during some consecutive 24-month period which ends later than six months prior to receipt of such certificate, after payment of all principal, interest, and other amounts under the Capital Improvement Revenue Certificate Ordinance or the Guaran- teed Entitlement Revenue Bond Ordinance (as the case may be), equals or exceeds the City's maximum annual payment under Sub- section 3.1.1, as limited by Paragraph (b) of Subsection 3.1.2. 3.1.5. Letter of Credit. Concurrently with the execution and delivery of this Endorsement Agreement, the City is delivering to the Trustee for the benefit of the Bondholders and the Insurer an irrevocable letter of credit from , Orlando, Florida, in the principal amount of $ as security for the payment of the City's obligations under the Capital Improvement Revenue Certificate Ordinance. The City hereby covenants and warrants to the County for the benefit of its Bondholders and the Insurer that until (i) its pledge of and lien upon the City Revenues are both released and terminated pursuant to Subsection 3.1.4 or (ii) all obligations of the City under the Capital Improvement Revenue Certifi- cate Ordinance are paid in full, the City shall take all action necessary to ensure that such letter of credit remains in full force and effect. 3.1.6. Obligation Unconditional. The City's obligation to make payments under Subsection 3.1.1 of this Endorsement Agree- ment is absolute and unconditional in any and all circumstances and irrespective of any setoff, counterclaim or defense against payment which the City may have or have had against the County, the Trustee, the Insurer, or the Bondholders, including (without limitation) any defense based on the failure of the City to receive all or any part of the Initial Arena Deposit, and Invest- ment Earnings thereon, or the Pledged Revenues which are required under this Endorsement Agreement and the Supplemental Indenture to be deposited in the Arena Construction Account, or any other failure of the County to perform its obligations under this Endorsement Agreement or the Indenture. Section 3.2. Replenishment of Renewal and Replacement Re- serve Account. The City and the County hereby agree that the interests of both parties and their citizens and taxpayers are best served by maintaining in the Renewal and Replacement Reserve Account a minimum balance of $5,000,000. Therefore, if pursuant to Subsections 4.34 and 4.36 of the Original Indenture the Trustee in any month makes up deficiencies in the Bond Service Accounts or the Bond Reserve Account by transferring money from the Renewal and Replacement Reserve Account, and if such transfers cause the balance remaining in the Renewal and Replacement Reserve Account to be less than $5,000,000, the County may request and the City shall thereafter pay promptly to the County an amount of City Revenues (or, at the City's option, revenues from some other legally available source) sufficient to restore such account to a balance of $5,000,000, but less an amount equal to any payments made or to be made that month by the County from the Renewal and Replacement Reserve Account to the Orlando-Orange County Convention and Visitors Bureau, Inc. When the pledge and lien created under Subsection 3.1.3 are terminated pursuant to Subsection 3.1.4, the City's payment obligation under this Section 3.2 shall likewise terminate. However, nothing in this Section 3.2 shall be construed to create a lien upon or pledge of the City Revenues in favor of the County, its Bondholders, or the Insurer to secure the City's obligation under this Section. Section 3.3. Endorsement of Supplemental Indenture. The City hereby endorses and approves the Supplemental Indenture to which this Endorsement Agreement is attached as Appendix A and accepts those provisions therein which affect the City and the City Revenues. The City expressly approves the recordation and filing of this Endorsement Agreement as an appendix to the Supplemental Indenture plus the recordation of any other security instruments, financing statements, continuation statements, or other documents as the County may deem proper under Section 6.22 of the Original Indenture. Section 3.4. Covenants. Until the pledge of and lien upon

the--- Citv Revenues are terminated pursuant to Subsection 3.1.4, the ~it$covenants, warrants, and-represents to the County for the benefit of its Bondholders and the Insurer as follows: 3.4.1. Entitlement to City Revenues. The City will diligently enforce its rights to receive the City Revenues in accordance with Florida law. The City will not take any action which will impair or adversely affect the City Revenues, as herein pledged, or impair or adversely affect in any manner the pledge of the City Revenues made herein or the rights of the Bondholders and the Insurer. The City is unconditionally and irrevocably obligated to take all lawful action necessary or required to continue to entitle the City to receive the City Reve- nues at the same rates and percentages as now provided by law to fulfill its payment obligations under Subsection 3.1.1 of this Endorsement Agreement. 3.4.2. Punctual Payment of Prior Obligations. The City shall duly and punctually pay or cause to be paid the principal of and interest on each of the Prior Obligations and all other payments in connection therewith pursuant to the terms and requirements of the Guaranteed Entitlement Revenue Bond Ordinance and the Capital Improvement Revenue Certificate Ordinance. The City shall take no action, whether by refunding or otherwise, which would have the effect of extending the time for payment of the Prior Obligations without the express written consent of the County and the Trustee. Finally, the City shall not amend or permit any amendment to the Guaranteed Entitlement Revenue Bond Ordinance or the Capital Improvement Revenue Certificate Ordinance if such an amendment would adversely affect the interests of the County or its Bondholders and the Insurer under this Endorsement Agreement. 3.4.3. Parity Obliqations. The City shall issue no other obligations of any kind or nature payable from or enjoying a lien upon the City Revenues or any part thereof having either priority over or parity with the County's right to payment of City Revenues under Subsection 3.1.1 of this Endorsement Agree- ment. 3.4.4. Annual Budget and Appropriations; Books and Accounts. The City covenants that it has full lawful authority to amropriate-- and shall timely budget and appropriate in the manner provided by Florida law an amount of City Revenues sufficient to discharge its obligations under Subsection 3.1.1. Copies of the City's annual budget shall be available for inspection by the County or its Bondholders or the Insurer at the offices of the City and, upon request and receipt of reproduction costs, excerpts of the budget relating to the City Revenues shall be mailed to any Bondholder or the Insurer. The City will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entry shall be made of all transactions relating to the Arena Project and the City Revenues and will prepare within 180 days after the close of each of its fiscal years a complete financial statement or statements for such year in accordance with generally accepted accounting principles covering the Arena Project and the City Revenues and will furnish a copy of such statement or statements to the County, the Trustee, the Insurer, or any Bondholder upon written request. 3.4.5. No Arbitraqe. The City recognizes that the purchasers and holders of the Series 1986 Bonds, which are being sold as bearing interest which is exempt from Federal income taxes, will have accepted such Bonds on, and paid therefor a price which reflects, the understanding that interest thereon is so exempt under laws in force at the time such Bonds shall have been delivered. In this connection, the City agrees that it shall take no action which may render the interest on any Bonds subject to Federal income taxation. Prior to or contemporaneously with the delivery of the Series 1986 Bonds, the City has executed an "Arbitrage Certificate" on behalf of the City respecting the investment of the proceeds of the Series 1986 Bonds which have been deposited in the Arena Construction Account. Such certificate shall be a representation and certification of the City, and an executed copy thereof has been filed with the Trustee. The City shall comply with all provisions of the Internal Revenue Code of 1954, as presently enacted and amended, and, to the extent it may lawfully do so, with all provisions of any other legislation adopted by either the United States House of Repre- sentatives or the United States Senate or subsequently enacted into law which, in each case, if not complied with by the City would cause interest on any of the Bonds to become subject to Federal income taxation. 3.4.6. Event of Taxability. The City agrees that it will make no use of the proceeds of the Bonds or property acquired therewith which would cause interest on the Bonds or any of them to be subject to federal income taxation, and agrees to hold the County harmless if any such use by the City or any of its lessees or licensees should occur. The County reserves the right to take whatever measures it may deem necessary or desirable to eliminate or reduce any harm done to the owners of any of the Bonds resulting from the City's failure to comply with the preceding sentence, including a whole or partial refunding of Bonds or the voluntary or contractual payment of additional interest thereon. Any costs incurred by the County in taking such action shall be paid by the City from the revenues pledged hereunder as additional obligation under this agreement. If, as a result of any apparent non-compliance by the City the County deems it necessary to seek legal advise or obtain a ruling from the Inter- nal Revenue Service, the City shall pay the cost thereof. Nevertheless, the City shall not be required to pay or reimburse the County for any actions taken by the County under this paragraph without previously consulting the City as to the need therefor and the reasonableness of the charges which the City will be required to pay or reimburse, and the City shall not be required to pay any charges that are unreasonable or unnecessary.

3.4.7. Arena - Construction, Operation, Financinq, Sale, Etc. A. Use of Arena Construction Account Funds. The City shall expend funds in the Arena Construction Account only for the Arena Project plus all other costs properly incidental thereto which, under generally accepted accounting principles for municipal corporations, would be accounted for as capital expenditures. Notwithstanding the foregoing or any other provision of this Endorsement Agreement or the Indenture, any impact fees or other capital charges payable to either the City or the Orlando Utilities Commission in connection with off-site improvements to any public works or public utilities shall not be paid or reim- bursed with funds from the Arena Construction Account. No later than 45 days after the end of each calender quarter, beginning with the calender quarter in which this Agreement is executed, the City shall provide the County with a written report on the status of the Arena Project, which shall include (but not be limited to) a reasonable description of contracts entered, expenditures incurred, change orders approved, anticipated future expenditures, and status of construction. B. Operation of Arena; Subsidies. The City shall maintain the Arena in good condition and shall operate it in an efficient and economical manner, as a public facility for the benefit of all County residents, without preference or priority for residents of the City. Any deficiencies between the revenue received from the operation of the arena and the costs of operating, maintaining, and promoting the arena shall be made up by the City from its own funds. The City shall never request the County to use its Pledged Revenues or any other County revenues to pay such deficiencies, and the City shall never use funds in the Arena Construction Account for such purposes. C, Insurance. The City shall maintain insurance on the arena, to the extent available, for the full insurable value of all buildings and machinery and equipment therein against loss or damage by fire, lighting, tornado or winds, and all other combustible property against loss or damage by fire or lightning, and other coverages and amounts of insurance, including public liability and damage to property of others, normally carried by others with respect to similar operations. Such insurance shall be furnished either by one or more solvent repu- table insurance companies or by an actuarily sound self-insurance program maintained by the City or jointly by the City and the County, or in part from each of the above options. The cost of such insurance shall be borne by the City as an operational expense of the arena. All money received for losses under such insurance, except public liability insurance, is hereby pledged by the City as additional security for the Bonds until and unless such proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by repairing the property damaged or by replacing the property destroyed. Adequate provision for making good such loss and damage shall be made within 180 days from the day of the loss. Such insurance proceeds shall be payable to the City. In the event of any loss covered by insurance, the City shall promptly notify the County and the Trustee of the amount and the nature of the damage. If the City receives insurance proceeds in excess of $50,000, but does not use such proceeds to repair or replace the damaged or destroyed property at the arena, such proceeds shall be paid in full to the Trustee for deposit in the Bond Service Account for the benefit of the Bondholders and the Insurer. D. Construction. The City shall diligently proceed in accordance with the Interlocal Agreement with the design, construction and equipping of and land acquisition for the Arena Project and shall diligently enforce its rights under all contracts in connection therewith. E. Sale or Lease of Arena; Chanqe of Use. The City shall not sell, encumber or in any manner dispose of the arena or any substantial part thereof jprovided that this Cove- nant shall not be construed to prevent the disposal by the City of property which, in its judgment, has become inexpedient to use in connection with the arena when other property of equal value is substituted therefor). The City may lease all or any part of the arena to others for operation under arrangements (i) which require the lessee to operate the leased facilities for the benefit of the public to the same extent as if operated by the City and (ii) which do not constitute joint ownership with, or the giving, lending or use of the taxing power or credit of, the City to aid any corporation, association, partnership or person in violation of Article VII, Section 10 of the Florida Constitution. No such lease shall result in the Bonds being "industrial development bonds" within the meaning of Section 103(b) of the Internal Revenue Code of the United States, as amended, under circumstances which result in interest on such Bonds being subject to Federal income taxation. Before entering into any agreement with any person or entity, which agreement, together with all similar agreements, transfers the use, possession or control of any portion of the arena, including (without limitation) concessions, the City shall seek and be guided by the advice of counsel experienced in matters covered by Section 103 of the Internal Revenue Code, as amended. Before the City ceases to use the arena for arena purposes, at any time while Bonds are outstanding, it shall first tender in writing the arena and pertinent facilities and furnishings to the County for a price which reflects the acquisition value of all arena property, including land with all improvements, depreciated on a straight line basis, as certified by an independent certified public accounting firm not in the regular employ of the City on a salary basis. The County shall then have 60 days to accept or reject the offer and, if accepted, an additional 180 days from acceptance to pay such purchase price to the City. Upon either the County's rejection of the City's tender or the failure of the County to pay such purchase price within the time allowed, the City may commence use of the arena for any lawful purpose. F. Openinq Date. The City shall not open the arena for business prior to January 1, 1990, without the written consent of the County; however, nothing herein shall restrict the date of commencement of construction of the Arena Project. 3.4.8. Future Supplemental Indentures. Consistent with the Interlocal Agreement and subject to the restrictions contained in Subsection 2.3.1 with regard to Parity Bonds, the City shall duly authorize, approve and execute endorsements to future supplements to the Original Indenture as the County may reasonably request, except for any supplement or supplements in connection with Parity Bonds issued to complete the Civic Center Project, as to which this Endorsement Agreement is hereby declared to apply without further action by the City.

ARTICLE IV Remedies Section 4.1. Against the County. The City may proceed to protect and enforce its rights under the laws of the State of Florida and under this Agreement by such suits, actions or spe- cia1 proceedings in equity or at law, whether for the specific performance of any covenant or agreement contained in this Endorsement Agreement or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy . Section 4.2. Against the City. 4.2.1. Events of Default. Each of the following events is hereby declared an "event of default" by the City: (a) Payment pursuant to Subsection 3.1.1 shall not be made when due. (b) The City shall for any reason be rendered incapable of fulfilling its obligations hereunder to the extent that the City's obligation to make payments pursuant to Sub- section 3.1.1 would be materially adversely affected, and such condition shall continued unremedied for a period of thirty days after the City becomes aware of such conditions. (c) Any proceedings shall be instituted with the consent of the City for the purpose of effecting a composition between the City and its creditors or for the purpose of ad- justing the claims of such creditors pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are, under any circumstances, payable from the City Revenues. (dl An order or decree shall be entered with the consent or acquiescence of the City appointing a receiver or receivers of the City, the City Revenues or any part thereof or the filing of a petition by the City for relief under federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or discharged within thirty days after the filing thereof.

(el The City shall default in the due and punctual performance of any covenant, condition, agreement or provision contained in this Endorsement Agreement on the part of the City to be performed, and such default shall continue for sixty days after written notice specifying such default and requiring it to be remedied shall have been given to the City by the County or the Trustee. Notwithstanding the foregoing, with respect to the events described in clause (b), above, the City shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the City in good faith institutes appropriate curative action and diligently pursues such action until the default has been corrected. 4.2.2. Remedies. Upon the happening and continuance of any event of default specified in Subsection 4.2.1, the Trustee may proceed, and upon the request of the County or registered owners of twenty-five percent (25%) of the principal amount of Bonds outstanding shall proceed, subject to the provisions of this Endorsement Agreement, to protect and enforce the rights of the Bondholders under the laws of the State of Florida and under this enforcement agreement, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as the Trustee, being advised by Counsel, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy against the City under this Agreement, the Trustee and the County shall be entitled to sue for, and enforce the payment of, and receive (or cause the Trustee to receive) any and all amounts then or during default becoming, and at any time remaining, due from the City under Subsection 3.1.1 hereunder and unpaid, together with any and all costs and expenses of collection and of all proceedings hereunder, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the City for any portion of such amounts remaining unpaid plus cost and expenses as above provided, and to collect (but solely from the City Revenues) in any manner provided by law the monies adjudged or decreed to be payable. 4.2.3. Enforcement by Trustee and Insurer. The City expressly agrees that all rights and remedies accruing to the County under this ~ndorsementAgreement have been validly assigned and pledged to the Trustee for the benefit of the Bondholders and the Insurer, and the enforcement thereof may be carried out by the Trustee or, upon subrogation of the Insurer to the rights of the Bondholders, by the Insurer. 4.2.4. Remedies Cumulative. No remedy pursuant to this Section 4.2 conferred upon or reserved to the County, the Bondholders, or the Trustee is intended to be exclusive of any other remedy or remedies, and each and every remedy conferred shall be cumulative to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. 4.2.5. No Waiver of Riqhts. No delay or omission of the County, any Bondholder or the Trustee to exercise any right or power accruing upon any default shall impair any such default or be deemed an acquiescence therein; every power and remedy given by this Section 4.2 to the County, the Bondholders or the Trustee may be exercised from time to time and as often as may be deemed expedient.

ARTICLE V Term and Amendments Section 5.1. Amendments. Material amendments to this Endorsement ~greementmay be made only in writing duly approved and executed by the City and the County and only with the written consent of the Insurer and the Trustee. The Trustee shall execute any such amendment agreed to by the County, the City and the Insurer, except when such amendment would affect the Trustee's own rights, duties, powers or compensation without its consent. Section 5.2. Term. This Endorsement Agreement shall be in effect from its date until all the following events have occurred: (i) The pledge of and lien upon the City Revenues shall be terminated pursuant to Subsection 3.1.4; (ii) There shall have been deposited in the Arena Construction Account the full amount of Series 1986 Bond proceeds and Pledged Revenues required by Section 6.3 of the Supplemental Indenture and,Section 2.2 of this Endorsement Agreement; and (iii) All City Revenues have been repaid pursuant to Section 2.4.

Section 5.3. Survival of Certain Provisions. Notwithstanding the termination of this Endorsement Agreement pursuant to Section 5.2, above, the provisions of Subsections 3.4.5 and 3.4.6 and Article VI shall survive, together with such remedies as may be necessary for the enforcement thereof.

ARTICLE VI Subroqation of Insurer In the event that the principal and redemption price, if applicable, and the interest due on some or all of the Bonds shall be paid or provided for by the Insurer, the assignment and pledge of the rights herein granted, and all covenants, agreements and other obligations of the City to the County and the Bondholders so insured and paid, shall continue to exist, and the Insurer shall be subrogated to the rights of the Bondholders.

ARTICLE VII Miscellaneous Section 7.1. Third Party Beneficiaries. This Endorsement Asreement is being-entered with the express intention and expectation that the purchasers and holders, from time to time, of the Bonds are acquiring and will acquire the Bonds in reliance on this Endorsement Agreement. Accordingly, the Bondholders, the Trustee, and, upon subrogation to the Bondholder's rights, the Insurer are each declared to be third-party beneficiaries hereof. Except as provided in the foregoing sentence, nothing in this Endorsement Agreement, either expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation any right, remedy or claim, legal or equitable, under or by reason of this Endorsement Agreement or any covenant, condition, or stipulation hereof, this Endorsement Agreement and all its covenants, conditions and stipulations being intended to be for the sole and exclusive benefit of the parties hereto and the holders and Insurer of the Bonds. Section 7.2. Statutory Authority. The City and the County enter into this Endorsement Agreement pursuant to their home rule powers under the Florida Constitution and Chapters 125 and 166 of Florida Statutes, their interlocal agreement powers pursuant to Part I of Chapter 163 of Florida Statutes, and such other provisions of law as apply. In accordance with Section 163.01(11) of Florida Statutes, this agreement is being or has been recorded and filed with the Orange County Comptroller. Section 7.3. Recitals. The parties hereto agree that the recitals are true and correct. Section 7.4. Complete Agreement. This Endorsement Agree- ment constitutes the complete agreement between the County and the City and supersedes all peiious understandings and agreements, written or oral, except the Interlocal Agreement as it relates to matters not addressed by this Endorsement Agreement. If any conflict exists between this Endorsement Agreement and the Interlocal Agreement, the former shall govern. Section 7.5. Notices. All notices, requests, demands and other communications required or permitted under this Endorsement Agreement shall be deemed to have been duly given if delivered or mailed, first class, postage prepaid, as follow: (a) To the County: Mail Delivery - Orange County, Florida c/o Orange County Administrator P.O. Box 1393 Orlando, Florida 32802 Hand Delivery - Orange County c/o Orange County Administrator 201 S. Rosalind Avenue Orlando, Florida 32801 (b) To the City: Mail Delivery - City of Orlando, Florida c/o City Clerk P.O. Box 10007 Orlando, Florida 32802 Hand Delivery - City of Orlando, Florida c/o City Clerk 400 S. Orange Avenue Orlando, Florida 32801 (c) TO the Trustee: Mail Delivery/~and Delivery - Southeast Bank, N.A. One Southeast Financial Center Miami, Florida 33131 Att: Corporate Trust Department Section 7.6. Counterparts. This Endorsement Agreement may be executed in multi~lecounterparts, each of which shall be regarded for all purposes is an original, and such counterpart shall constitute one and the same instrument. Section 7.7. Severability. If one or more provisions of this Endorsement Agreement shall for any reason be held illegal or invalid, such an illegality or invalidity shall not affect any other provision of the Endorsement Agreement, but this Endorsement Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained therein. Section 7.8. Applicable Law. This Endorsement Agreement shall be construed under and governed by the laws of the State of Florida. IN WITNESS WHEREOF, the City and the County have duly approved this Endorsement Agreement and authorized, respectively, the Mayor of the City of Orlando and the Chairman of the Orange County Board of County Commissioners to execute and deliver this agreement, all as of the day and year first above written, but actually on this - day of , 1986.

CITY OF ORLANDO, FLORIDA

By : ATTEST: Mayor - (CITY SEAL) City Clerk

ORANGE COUNTY, FLORIDA

By : Chairman, Board of County Commissioners

ATTEST: THOMAS H. LOCKER, ORANGE COUNTY COMPTROLLER AND CLERK TO THE BOARD OF COUNTY COMMISSIONERS

By : (COUNTY SEAL) Deputy Clerk

COUNTY NOTARIZATIONS

STATE OF FLORIDA 1 1 SS COUNTY OF ORANGE 1

I hereby certify that on this day before me, , an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared TOM DORMAN and THOMAS H. LOCKER to me known and known to be the persons described in and who executed the foregoing instrument as Chairman and County Comptroller, and ex officio Clerk, respectively, of the Board of County Commis- sioners, Orange County, Florida, one of the parties named therein, and severally acknowledged before me that they executed the same as such officers in the name and on behalf of Orange County, Florida. WITNESS my hand and official seal in the County and State last aforesaid this - day of , A.D., 1986.

Notary Public My Commission Expires: ( SEAL

CITY NOTARIZATIONS

STATE OF FLORIDA 1 SS COUNTY OF ORANGE 1

I hereby certify that on this day before me, , an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared BILL FREDERICK and to me known and known to be the persons described in and who executed the foregoing instrument as Mayor and Clerk, respectively, of the City of Orlando, Florida, one of the parties named therein, and severally acknowledged before me that they executed the same as such officers in the name and on behalf of said City of Orlando, Florida. WITNESS my hand and official seal in the County and State last aforesaid this - day of , A.D., 1986.

Notary Public

( SEAL 1 My Commission Expires: 5367 saTzas 'spuog Bu~?un;a~ancanax xa; -uameora~aaZsTznoL ~J~O'SL~~L~S5u~;r,zas (This table of cor.Zents is for ir.forrnationr1 purposes only and should not be considered an integral pzrt of this Indenture) Paae L

The 9onds Authorlzztion...... '.""'...... Series 1985 3ond Dezails, Form and Zxecution...... Autnorized. - Amour.: of ~o~cs...... Detzl-s of A11 Bonds...... Resistration of Bonas...... Survival of Si9na:ures; Losz and Mutilace? Bonds...... **...... places of Oaymer.r...... -.. Authentication...... Authenzicazion and Delivery of Series 1985 Bonds.....-...... -...... -...... Pzzle 30ncIs..-......

PC- --C LlTIL&l&. --L Redewtion of Bonds

Redeqtion of Series 1985 30nds...... --...~ Notice of Ttedero?tion...-...... -...- C~unryor Trcsiee my Give Botice of Tteden2tion-....-...... ~a-.o.oo ;_,ecr.IIC S of Norice oE Redemlzion...... --.... r -rn~r~ A,-*,,, IV

Flow cf Fcncs ane Rate Covenan:

Section 4.1 Tourist Develo~mentTrust fund, Enterprise Fznd and Accounts Therein...... Section 4.2 Rate Covenant...... Sec~ion4.3 Flow of Funds...... -...... Sec'ion 4.4 Deposits and Securrty of Accounts...... Section 4.5 Investment of Accounts...... Section 4.6 Pledge of Revenues...... Secrion 4.7 Application of Excess rn Accounts...... Section 4.8 Valuation of Investments...... Secrion 4.9 Requests of C3unty-...... --

P-YTICLZ V

Pzritv 3on6s Section 5.1 No Prior Lien 9onds nor Parity Bonds Except 2s Herein Permlztee...... Section 5.2 Refundin9 30nds ...... Sec=ion 5.3 Pariry soncs Generrily...... -...... T Section j.4 Parity BonCs v-zn Consenr cf ~nsurer...... -. Section 3.j Accession of junior Lien O~liprrionsco Farlty S=arxs...... -...... --..

,&i?",CLS VI Ce?ersl CsvenzTits

n 6.1 In Genere: -...... -...... n 6.2 Mintenance cf rhe Civic Cencer in Good ConZltio~~.~..-...... -..-..- ECtion 6.3 Insurance....-.-.-.....-.....-...... -....-- e-tion 6.4 sale, Lease or fncumbrance--.--.-..-..-..... n 6.5 aooks, RecDrcs and Acc0un;s.---.-...... --.- 6.6 Monthly Operacing Re?or-5.--.--...--.---...- ection 6.7 Bondholder's Rights 05 Inssection....-.--.-- =-tion 6.8 ~,~lo~ees'Ssizries.-....--.-..-...--..-.--- tion 6.9 NO Danution of Ri~hts..~------..-..-.--... -=ion 5-10 fiaellry- - Bonds ..--....---..-...... ---.---- =ion 6-21 Sz=&,fac=ion 02 Zier.5-...... ---..---..-.--.- tion 6-12 Payments '-0Bonlhoiaers..----.-..-----.....- n 6-13 Existence of Coun~y-~.~-..---..--..--...--.- n 6-14 NO Loss of Lien on Revenues.-.....---.-."" 6-15 Director.....-...-.-...------...--- =tion 6.16 Annual Buaoers-..-.-...--...---.M-....--.

.- ii Interest on aoncs to Remain Tzx Exezpt; Ar~itrage...... m. ouris: Develc~nen: Tax to Rerna~n in Effect ...... Direct Payments to County Depositary ...... No Ad Valorem Taxes ...... Payments to County Must be in Money ...... Recordation of Instruments ...... Operation by Authority ...... ARTICLE VII Events of Default and Reme2ies Definition of Events of Default; Remedies ...... Notice of Default ...... m erni in at ion cf Proceedings by Trustee ...... Righzs of 3ontholaers to Control Prc- cee2ings ...... Right of Bondholaers LO Inszi~uteSrit ...... Suits by Trustee ...... Renecies Cu~ulaEive...... Ap~liczzionof Moneys Afzer 3efaul: ......

C~ncernincthe Tr~stoe

Ac=e?tance by Trzszee ...... Perf~zmncecf Duties ...... Ins~runentsUpon Xhich Trustee May .Rely ..... Truszee No= Ftesponsible for Recitzls and Other Mazters ...... Trustee May Acquire Bonds ...... Monies Need Not I3e Segregated ...... -intervention ~y Tru=ee ...... Canpensation of Trustee.....-.*...-...... Qualification of Truszee ...... Resignation of Trustee and Appoinzmect of Successor ...... -..... Concerning the Successor Tsustee...... Merger or Consolidation of Trustee...--..... Ee=en=lon of financial Statements...... Tzustee .ria y Ac= Through Agc==s ...... Trnszee Not Liable for Dartages in Oper- arion of Civic Center......

iii ion a311.cabie Law.. . Lon :aunt er?z.r:s ..... lCR .eacings and Cap:

OR: ;ED SIGNAT32 ES ...... RIA I CZRTIF I CAT E - C0UN"Y.. C RIA I CSRTIFI CAT- - TRUSTEE. mc--..-s IN?fNT.Ji(S MAD5 ARD EI;TERS3 INTO as cf :ne 1s: csy

-4 u-. L ~~c.-~er,1985 by arc becween 0U.S.SGZ C33NTY, FL3R13A (~7.e _,,,cy" ) 2nd S3CT:-IEAST BANK, X.A. , a icoErK;ng assoc:a- ,. -- t-on euly oroan~ze?an? quallfie? unaer :ne Laws or :-cr:ca :3 accept and admrnlsrer the trus; hereby crearec, a-l hav:nc- - 2:s princrrJal ?lace of ~usrness in rne City of a.r-~rlda ("Trus~ee"): ______-WiTNZSSzTB: WE-54EASr acring under authority crar.:ed by. Section 125.0104 'lorlea Statutes, tne Board of Counry Corrr;.iss~cners of Orznge County. Florrda did on Mercn 16, 1978 adopt Ordinance No. 76-7 ( the "Tour is: Developmenr Tax Orarnance" ) rmpcs2nq fr~zt cer:a~n zax wnlcn is hereinafter deflned as the "To~ris;Develop- me-: :ax" 2-6 acsgrLng a pla- known zs tne "Tsur:si Dev~eio?mecr - ?ia~";and

WE~'.SB~A~,in order ro carry our sard Tourist Developsent slan, tne Counzy has heretofore issued S35.000.000 To~rrs; De- - velcameriz Tax Revenue Bonds. Series 1980, and S12,370r000 Toerrst Developmen: Tex Revenue Boncs, Series 1985; and

~~:ER~As,tne County Zinds if necessary and 5esirable ZD refund s+ie Tourisi Developmen; Tax Revenue E~ncs,Series 2980, an? ~s~zis:~eveLc?mer.: Tax Revenue 3c?dsr Sezres 1985 :2 order moc2-y- C cezr~incover.azrs ;n the Inaenrure seczrlng SZLC 02:- Sianeing ~onbsand in order co lermir ;ae issuance cf zcc::~onz~ bsnes 22s ym:ovenen-.s, exte.si?ns and enlargeger.zs cf z Orar.ge C3~3:~C~V~L Center 2nd o;ner Eacil~zlesrl 3e finznced ~3 acccr- - &~cewirh the Touzlsz Develo~~menzPlan; and

i*-gz~fp.s~ =ne Counzy Sines it desirable ro issue irs urist Developmen- Tax Revenue Refunling 3oncs (me "Series 1985 joncs") -0 acsieve sacn refundins; and

.-,rn 5,-"- the County desires ro reserve the right -0 issue aadi=ioncl bonds on a przirv wirh tne Series 1DE5 Bones eCured here~yunder .tne rerns and conZitions hereinzfcer SeZ

h---as, the Series 1985 30n!&5 and :he Trcszee's Ce~ri- Zicace 05 p-u=hen;icacion to be enaozsed -hereon are i11 ZO De in su~~zanri+llytne Eollo~ingfom, ~o-xit:

- (FORM 0' B3N3)

STATE OF FLORIDA COUNTY OF ORANGZ

TOURIST DEVELOP.rZNT TAX RSVSNGE REFUNDING BONDI SERZES L98j

S Interest Maturity Date of Rare Date Orieinal Issue .- CUSI DecenDer 1, 19E5

Becisiere2 Owner: 3rincipal Anou~:: . - Orange County, rlorrca- - (e"C~unry"), for valxe received hereDy pronises zo pc"(3" occ of zne socrces -. czly here- inofter proviaee) :o tne 5eglszered Owner idenci2ie2 CDOVE, O: :e~ls:eree assigns, on =he Maturiry 3+re s:a;eC aoove. ~nless one snail Kzve Dee> ct--ec7- - $2: reae=?ricn Fricr ;s narcr:ry 2nd paper,: cf tne reaexpcion prize ssall nave Dean 2uly made cr ~roviaed Ear, Epon presescrzion rnC suzrender nereoi. zze ;riz- ciprl arnasr.t iaenzified cbove and to pay (our only our of tne sources nereinafter grovided) incerest Srom ;he da;e hereof. . on the balance of siid principal sum from tlme to rime re?;~ZLnlnG un2aid a-. the raze ger annum shown above (coripcted on the ~zsis of a 360-day year of 12 30-day monzns) on the first days of April and Oc=oDer of each year commencing October 1, 1986 unzil me ?.pen; of princi?al, and prori~ises zo pcy i~terest on overdue principal and, to the extend permitred by law, on overdue inreres: at said rare. Pzincip~1of and reaei;.y~rionpremium, id'= any, on this Bond are payable in lawful money of me Unite2 SZates tf America a; the ?=in=igzl c--;ceSt' of tho Trustee under zne hereiz- af rer mentioned indenzure , Initidly Sourheesz Sank, X.A. in the Cizy 05 ximi, SI~rida,as z-ns-ee and Paying Agent or its successor (the "Trus;een) ; interest gapnents shzll be nade to the Regisxerec owner hereof rs of =he 155'3 day of :he =onA imeli- ltely preceding erch interest pzymenz tare by wire t~lasfer on kne cue date cr by checn or draft miled a-. leas-. one day ~Z~OX to the inrerest payment C~reto sucn Reciscered Owner cZ his ac6ress 2s it a?pears on =be resisrrazion loo~s05 :ne Couxry

-2- i,,;in=aj.ne2 by -he '2zus:ee (the "Bond Reqis:erl') or 2: such ~:he: 7,j~ressas is fxrr.isnec in uriz:~,q by sucn Recszerec Omer zo ~r:s;ee befcre sric 15-2 c+y cf the mcnzh.

mh...+ i s 3ond is one of an authorized issue of S47,S75r000 p;inci?al anount of Bonds, issued by szid Counry pursuan- t3 ant in full c3m~li+nce wici the provisions of =he CsnsLi~~Zionand laws 05 the Sta=e of Florida, and pursuant to resolution duly adopted by the aoard of County Commissionerson Oczo~er14, 19Ej. for =he purpose of refuncing bonds heretofore issued to pay the cost of construcrinc the Orange Councy Convention/Civic Center, 2s Phase I of the Orange County Tourrst Development Play.. comprising a center to accominoaa~e large conventions and multi-pur- ity aczivities and the purpose of paying expenses hereco and to the issuance of such aonss, including 1 and bond insurance prerniu-s. it any. The issue of icn this is one are 211 issued under and equally and retably secured an8 enzizled LO the secxrizy of an -inden~ure of Trust da;ed as cf 3ecenjer 1, 1985 (hereinzfter called -he 11 -In- dentureu) duly executed 2nd delivered by the County ;o the Trns-

3ones 05 the series c5 which this is one marcring ~f~er Ocrobe: 1, 1994. are sc5jec; co redem?rior. by szid Coun-y prior tc ;;.+=c.i:y on an8 +Ere: that c~re,eizzez in wnole ar L: 2r.y Zb3e or iz p on any inzeres: ~ayxecz2+re, upon zer7.s G- ?Er 2?= uec i~zeresz?lus E reaenpzi~nprezium . . (exlresse5 as a Fez- cencege of principal amount) as ser for:n in =he ;able below: Peris? cf O~zionzl?.e6ezztion ?.eBezztisn Tre-i~n October 1, 1994 to Se~tembe: 30, 1995 2.0050 Ocrober 1, 1995 to September 30, 1996 1.75 October 1, 1996 to Septerber 30, 1957 1.50 Oc'ober 1, 1997 to September 30, 1?9E 1.25 October 1, 1998 to September 30, 1999 1.00 Oc=ober 1, la99 ro Septenoer 30, 2000 C.75 October 1, 2000 zo ~e3ie;iber 30, 2001 0.50 2001 =o Sepcenber 30r 2002 0.25 2002 and thereafter 0.00

C h md for 2 sinking fur.6 for the rezirement c- Series 1985 3onds Octojez 1, 2006 end Octobez 1, 2015, the County iirs a .=inkinq Eund t~ be ajjlieZ =o me ?urchsse or re- =ioz -.o ratu;iry - 0; the p2)rmer.t rt ;;larcrizy (after provided in ;he inder.ture) 05 ibe following 13~iXi7~1 .of Sezies 1985 3011~szt the ?-ice of 92: an8 accrue2 interest dare fixed for redec2tion on =he 50ll~wing respective cztes ("Sinainq ?cn< Reden.pii~nDates"):

. . -3- ,, . 3cncs Xazcrrnc in Erie Yea: 2006

Oczober 1 Principal Octo~er1 Princrgal cf the Ye2r Amour.: of =he Yezr R~0ur.r

2001 S1,250,000 2004 51,620,000 2002 1,365,000 2005 1,765,000 2003 1,490,000 2006 1,925,000 90~2sMaturing in the Year 2015

October 1 ?r incipzl Octcber 1 Pr inc~pal of cne Year hnour.t of tne 'r'ezr E;CC~GT?Z

2007 S2,100,000 2012 53,250,000 2008 2,290,000 2013 3,545,000 2009 2,500,000 2014 3,670,000 2010 2,7?0,000 2C15 4,125,000 2011 2,975,000

Notice c' czl1 fcr redemp;ion (wnether rnan2zrcry or opcionzl) is LO be ~Fven~y nailing. a ccpy of zne redernpzlon nozice by repis- teres cr cer:if:e? rzli- 2= LEES: 20 3';: no= no:e zhan 60 2.2:'s Prior :o the date fixed ior redernp~ioiico zne reqistesei Owner cf each aond to be redeemed at tne address sfi9wn on the 30nd 3egis- te:. $-:l3onds znxs cz.lleE far reaez7cion. . end far cne re- tirener.: of wnicn furies are d~lyprovlde6 WL-l cease ro bear hcerts; on such leden,>:ion daze. -7bpon crll for reaeny;clcn 2: any 3ond of denominazlon larger Than S5,OOO in pa.: DcZ nor in vnOle, =he Registered Owner musr presen; sucn 3onZ to -he TzusZee for suirender in excnanqe for payment of trre redemption price and a new Zone represenring the unredeemed porrion of sucn l~rge~ den~minazionBon2.

"he Bonds cf the issue of wkich =his is one, and Such rids cs my in the future be issued on a 2arity tnerewitn, are cured by ?ledge ~5 the "Pledged Xevenues" cornsrising ?z~E- 1P211v tne revenues de:iveP by -.he Counry frcm the Tourist ve13pmer.t "2~ix?ose2 by sziC Comrg under Seczion 125-0104 5- by O-Cinlnce ~o.78-7 ado?ted Y~zcii16, 1578 znt zp?roveC by 'orers of said Counzy at a referendciii nele by zne vozers cf a (lo~n=~on ~rjril25, 1978, as szi6 Oreirrznce szs been amendeS or yo the issl;ance of 3onds of =he series 02 whi~2;hi5 is ne- SeiZ "3c=is-, Devel0p~er.rTax is now iqosed +r =he rzre of Per cenr (2%) of each whole and nz jor fraczion of each dollar tne total rent21 cnirqed every person who rerizs, Lezses, Or -. . ts fcr considerarion any i;v=ng quarrers c: ~ccOZI~O~~~~O~Sin - -4- any hocel, a2ar:aect hotel, norel, resort nocel, a?arznez:, rpr:aen: mo:el, roominq nocse. risbile home srrk, recrca~lcr~al vep.icie par^, or cor.donini:m fcr a terz cf s:x ror.zzs or less. Pledged Revenues 'crzher include ell nec operacing revenues he aforementioned Convenrion/Civic Cenzer and incarest on investments made with money derived Erom the aforeaentionel sources. Under certain circumstances, saiZ Touris: Developmenr Tax revenues may be applie2, as a Eirsc charge. EO the pa1Jmenr of priority expenses of operation, maincenance and promozicn of tne Convention/Civic Center to rhe excent that operacing revenues are insufficient for such purpose. Orange County is not obligate? to p+y the Bonds of the issue of wnicn this is one or the interest =hereon exce?: from such revenues and neitner the faicb and creCit nor the al valoren texing power nor any physical properzies of the C~uncy are pieage? to the pa-pent of the principal of, redempzion preoium if ar.14 or i~zeresc.on . -.such Bonds The issuance of such Bcncs does direczly or incrrecrly or contingently oblipace scic Cour.:y to levy any ad valorem taxes wnareve: therefor or to na~esny elproriacion for tneir paymect excepr from the aforeseid Pledped Revenues. mh;&..-s Bond does no; consci-ute a corporaie indebredness cf O:ar.se Cscr.:y ar.d ssc?l no: conseizcce a chaz~e,lien or en- C~rnbr~zce,lec~l or eqzirable, upon any propezty of sai6 Counry. O:,=r.sn c~ur.ty has covenancee and nereby coveiiarits ane agrees a= rimes wk.ile ;his Bond, or any aond of ehe issue of which it is par-, is ou=s:anding and uzsaid zo fix ziil neincrin. . Such re=es fcr use cf :he tforemenri?net C?nvenzi?~/C~vic .-- . , Ce~ie~as w,zocethez wirn.C the ocner Plebqe6 Bevenuss, be fully scfficie-: ro 2rovide -or tne paymenc of the izrerese cn ZM principal cf 211 Bcn& of rhe issue cf which tsis is one as interes-. 2nd jrinci~albecome due, zo crtaze prqer funds therefor, and to Frovide for the payment of the expelses cf or~ersein~, ain:zining in good coneizion, and alequarely prsmoting :he Con- ventionj~ivi.cCenter. ?or a more ?articular starement of =he coversnzs snd visions 5ec~=ing--=?.e3onds of tne issue of vhic3 =his is oxe, e C~neitions uson whicn adeitional aonds may be issued on a rity 01 achieve gaziry szecus, the csn2irioos Lpon which such enrure ;;+y be amencied vitb che consent, of the holders of 51% . . Such 3ones ens ?z=iry 3oncs or wl-n the ConSeZ2 05 an irsc~eZ Such =onas wi:hoct =be csnsent c-S such hclders 2nd the Con-5 ons under which Bondnoiders nay enforce =he provisions-- - 0- UCh Indencure reference is nace ts the aforemenzionec -r;ne--l*-,,,,, e. ~t is hereby certifies, recited and decLl~ee=?,at 111 ts, con2itior.s and thin95 required ro exist, hajpe?. and be rf0rmee 2;ecee.n- to an2 in he issuonce of this Bcna have

. . -5- ,,, .,,

NObj "F:ZRZ'OEZ, S ' '"" Tm' 3 7 - ,h~;h J*., WI'I'NZSC"""d----. GXAKT'ING CLAZSES That to secure the observance an6 performance by the County of all tne cover,ants ex?ressec or rmplied here~nand In tne Bonds, Orange County, Florida does hereoy Grant, warran:, assicn and pledge unto the Truscee and unto its successors rn :rust and its assigns forever the rignts and interests nerein- - after granted or purported to be granted for the securing of sald

-----TO XAVE AND TO HOLD all of said rights and interests and all of the funcs requlrec? nereDy to be aepos~ted wltn tne

IN TRUST NSVS2TEZLESS for the epal and proportiona~e benefit ana-- security of tne holders from rime to tlme of zne Bonds, if any, authenticated and aelivered hereunder and issued by the G~unty and Ouzstancing, wicnout preference, prioriry or ~istincrionas to lien or ocnerwise of any of the aoncs over any czner or orhers of the 3oncs to the eni that each nolaer of sucn 3onds has the same ricnrs, pzlvileges and lien under 236 DY virzue cf tnis Inae~ture;and ccndit;onec, however, tnat :f rne Counry sr-all, well ar,? trxly pzy or cause ~o oe ?aid f~llyan5 rompcly wnen due all l:aorll~:es, cbllca=ions ani sur?.s ar any ::me secured nereDy, including Anteresc and arrorneys' fees and szall C prcnpcly, ,a:rnfcLly end striczly kee?, ?erfcrn-. and ozserve cr cecse ~o be kept, perfsrmeC and o~servedall 01 rzs covezants, &zz;an-,ies 2nd acreernezzs cortalne6 nerein, tnen end In sucr! f event -,r,is Znaen~urosriall become void an? of no furtner= ~orce 2nd effec:; o=herwise, zne sane shall remain in ZLIL- -. -orce and effect and upon the trusts ana sub3ecr co =he cDvenants and con- dirions hereinafter set forzn. ERTICLZ I Definltiozs

An "Lcfiliate" of or.- a Sank "Affiliate2" with a specified Saak, is a bank that c~recrly, cr- ineirectlvd tkrougn one

@= nore inzermediaries, conrrols, or is contzolied by, or is under cornon cm-i=cl xlth, =he bm~s2ecifieE. "30ndho15erw neans =he Re5is:ered Owner of one or mere

"Bond Register" mezns the regiszrztion books nainzalned ""6 to be rraintained by the Trustee.

-7- "9oncs" mezns (i) the Tocrist Developnert Tax Reven.~e es 19E5 (=he "Series 1985 3oncs") anc (ii)

"Bond Service Requirement" means a monthly paymen:, due on or before the 15rh day of each month, in :he aaount of one- sixth of the interest falling cue on the interest payment date next succeeding the date that such Bond Service Requiremer.: is sue plus one-twelfth of the Principal Requirement falling- due en current Sinking Fund Year. "Civic Center" means the Orange County Convention/Civic Cencer prescribec by tne Tourist Developmenr Plan (as the sane may be amended from time to time as provided in the Tourist Develcpment Tax Ordinance). "Conpound Interest 3onds" means Bonds which bear inter- nnually and payable only a: narcrity or

"County" means Oranqe County, Florida, as it now exists - 2nd may from rime to time exisr. "C~cnry Comp=roller" netns =be person holcinq =he cffice of Counzy Conptroller of Oran~eCoc?ry, loor, in case such cffice is a~olished,such successor officer of Orzn~e .~ .. . Coucry as shall have prir,ary res?=ns:s:i:ry ,crC =ne curios per- forned by the Counry C~mpzrolier unaer TLorlca law.exisring upon the ca=e cf :>.is --nc~t=zzt. "Creci= facili=yw means a ccr?ora:ion which is employed by the Ccunry io perform one or more zf the following ttsks: (i) the enkancenent of the credit or security for ihe Eionds by asscr- Fag the holaers cf any of the 3oncs rhac principal of and inxer- ill be paid prox?=ly when due, (ii) provieing oiaers of Boncs throu~nunaertaking to cacse rom khe holaers thereof when subpitted pursu- nt prescribed by sc??lemer.til indenzxre or y 3oncs so subrnirted to a Credit FacilirY (wnether or not =he sa?ie Credit 'acility is So=h remzrketing the .. sonas and accepzing submissions ~cf3oncs).

"Debt Service rieserve Requirement" means Lie Maximum &anel Debz Service re2uced by any porzion =hereof w,--:L invested at 2 mrerirlly higher yield 'hn the yield on one or series of >on&, would cause some or. a21 of the 3ones =o be *=bitrage bonds witnin the meaning of Seczion 103(c) of the 13- ternel ?.evenu= Code of the United Stares and recula~ionszheze- under in effect on the Care of this Indenture.

-8- . it;

. . z? "!3irect~^r"neans zne persor: enpioyed t:, cirect and. Lanape the operazrDn of zne Clvrc Cezzer ;n acccrcznce u: 6.15 nereci.

fiVt!iiL CIL Uc-CiUIL IIILCL.13 "..L ------.such in Seczion 7.1 herecf. "Sx7enses of Operation, Maintenance ana rromo-,~oc.,mean a- F-- all expenses rezsonably incurred in-. conneczion -. . with rne ogera- ----,.. >:-- nance and promotion or tne L~V~CLe . .. ts) necess,ary Landition, and attract canventions and otner gatnerlnas Lnerei aucits hereinafter required, paying aaent's and Trustee's fe 2 paymen-,- cf premiums for insurance requirec-. by thir; Inaenrure e-w-- ?ene:aily, a11 expenses, exclusive of Inrerest on tne Yoncs-- -.- a depreciati~n,wr,ic> under generally accepted mu~icipalacc?uzri~.~ -_I ------,,--A praczices are 9rcpe:ly allocaoie KO operatLon, r~al~~erid~ict! C.IU .Prono=ion; however, only such expenses as are reascnably and malntenazce and Properly necessary to the efficienz. operation, promotion of the Civic Center snall.. be incluaed. "Priority Sx- .pnses of Operztion, Mainrenance and Promo=~on"me ex- P .wzses 6esignr;ee as such in accor~+ncewith Secrion 6.16 nerelr: .I Other zxy~enses of Opera-ion, Mainrenance and ?rosoticr." near! -these xxpe~sescf Operazi-n, Maicrfnance ane Pzo~o~~o~wnic3 ZZe cDn=ainec-. v~thin tne cjefir,i=ion cf Priarity Sx?ezses sf Oper- -ation, painienance 2nd ?romo=ion. - -L --- 'I-.slscal . y~er"means the 12-aozrh period csed by the ~~uiizvfcr i== 3eneral accaucting pur7oses as Erie sane - - ney-. be- - cine zo cine, said fisca1 yea= cur 1 to Se?=er.ber '30. -.

~ - ini;e_i)C.rUClrL bE- c---iu -A r-r--- ec ~ublicaccounzancs whicn is noc in che regular em- e County on a salary asi is.

-iiiri r7E.~L-- ~rrs~rrc -- - =lling aae on 3cnds during any given Sinking Punid Year.

i.,V=3-s.iL 4b-r~in~s"means 2.~1 ~nccer s 6erived from investments beid by =i =tion 4.5 beresf.

L u n, serviceH means an mount of money l-~JL*bLLY*U -A***-'------1 to t5e hishesz current or future aagrecrte i:emesr 2nd Inzeresr gequirement .of all hss n any Sinking Fund Year, inclueing a Fund ?ear in which falls the sate of

-9- ,, , nakinq =?..is c~~r.p~tz~icr.:if azy EionSs are subjec: ta r~anca~sry reae7,pcion prior zo nar:ricy, the anoxzr cf Bsn5s rs fall cue cn any dace snnll be aeenec ro be cnar amocr.: -2 be nanlarcri?y reaeeneE on that date an2 the aaounc of 30116s mazcring on zny date shall not include that amoun: cf said Soncs which are re- e previously been reaeened prior to nacurity excepc xred defaul: in such mandatory redexqcion. In case any aonds OutscanCing or prcposed to be issued shall bear interest a= a floating race, the interest requirement in each Sinking Fun2 Year during which floacing rate applies shall be the race which is equal to the greatest of: (A) the average of all the interesc rates in e,lecrCC (or wnich would have been. in effect had such Bonds been Outstandins) during the imeeiately prececing twelve (12) mon:hs, (3) the average of all the inrerest rates in effec: (or whicn would have been in effecc ha6 szch 3onas been Ou~s~an2ing)for the inunediately preceding 30-day perioc or (C) o ---The 3ond-3uver Revenue. - 3ond Index nosc recencly he ---"e 3cna Buver, or 1: such inaex is no longer any reasonaDly equivaient index selec:ec by rhe

"Net 0pera:i.n~ Xevenues" means Cross O?eraring-. Xevenues enrer, afzer provision for paymenz c: c-l Zxpenses ain=enrnce an2 Promotion.

"0'2 93nds" means che T3urFsz DeveLc~ne?.z YEX 2evenue nes, Series 1980, of the Counry originally issuec in rhe amocn: 535,000,00 2nd now OutstanZinq in the zmoaxi: sf 534,260,000c =he 73nris~3evels2riezr Fax ?.ever,ae 33r,cs, Series 19e5, c- :y crl;rnz-Ly. . .. iss-ed 232 now Ours=znCing in the anoun: cf

"outs=enZincw refers to all obligatiom of =he class hishall have been issued and celivered with rhe ) o~liqationsin lieu of wkich other obliparioas d unier acreement to replace lost, mutilated or stroved oblipations, and (D) obligations ?or :he ?aymor.z cf 'ch provision nas been na6e.

"TaritvA 93nEs" means obligations ranking on a paricy a ';he Series 19E5 30ricis snser- Azticle .V herecf.

"Termitzed Invesrments" means Cirect oSlicttions of the . ited States of Aaezica rnd oblietions llnconditiotaily qua=- ~heUnited S=ates..of Anezica ( "Qualifiec? 30_-~iiiffes tstrne~-.~*)ans, =O =he exrest fzom time to time ?e--rrec by wr cer~ificatesof deposit in a szate or nazional kink (which ed not be, the Trustee) having aqgregate cepital and less than S5,000,000, if and to the extent thar such e fully secured-by (I)-6lrect obligariozs cf the

,#, ., -10- . . : .tee States of America or by (il) o~liaazionswhicn are uncon- or,alLy quaranteed ~y tne Unicec Staces of Amerlca.

"Tleaqed Revenues" means Ne: Operacing Revenues, :..0- rnincs, Suppiemental Revenues and Availa~ie T~urlsc - ncvplopment Tax Proceecs.

"?rincipal Requirement" means the sum of the fsllowinq (excluding all amounts of principal for tne payment 0: wc;cn prc- vision has been made) : (a) the princ~palamount of Serlzl Bonas (includ~ng?arity aonds) maturing in a given Slnking Fund Year, and (b) the amount of principal of Term aonds (including Pariry aonds) reqaired to be redeerbed at or prior to marur:cy pursuanz to a inenaarory recer,?::on feature in thaz Slnk~ngTuna Year. . Prcvisicn for the payment cf any Scnd shall be deemed aaae upon szzisfaczion of ;ne csniitions :or cne making of sucn provislcn ex2ressed in Section 10.2 hereof. "3evenues" and "Gross Operating Revenues" mean all income and reveriue of tny nac,ure derived from the operation of ivlc Center including not only revenues derived from :he use c Center by cznventiczs and orher czrherin~s~ut also sion revenue aerived from or with res9ect co

-17 . - "Serlz--- Jones mezn 3cnEs wn:c> zat~reser:~,ly an6 are turiry f ron cxrrenr lncoae rather rnzn frcm. an- c ~e neLd in a szc-account. - wirz~nthe Trlncr2~i r co z,~nd~zorycz-- fcr re5er.~c:cr..

"Series l9E5 3onds" ineazs the Tourist Develo7nent TEX eTJer,ue Befundin: Banes, Series 1985, issueC in accorcance virn ection 2.1 nereof. "Sinring; Fund Year" means a 12-month period beqinning 'c=ober 2 of z cala&z yetr 2nd eneing on tne next succeeding

"Silp~lemexttl Revenues" means (i) revenues derived by unecr an inrerlocal or other agreernenr with znozher subriivision in Oranae County pursuant zo whla sucn enues- may De sledsea to the ,a-pent of 'he aonds, znd (ii) D'aezts, under a letre= of crelir or otherwise, mrde by a Credit lity 2ursuam to zsrznqaenzs vhicn pedt such 22-ynenzs :3 p3lied and plecgeZ rs nereinz'ter 7rovide2.

98 n,ern 30nds" neans Bonds which macure on one Care yet e ILZ jar sar; of which snall be su~jecrZo retirement ~y man- torj. =eiez?iior, or purrnzse prior ro mzrurity or tzrougn ?a:,- --

-1id 1 - I- r". YC riicnt from a sub-accocnt es~ablished for sucr, ~ur~osein c5e Triz-

Developmenr Plan" the - =b acopted by the Tourist Developmenr Tax Orcinance, as the same may. time io time be arnenaed.

"Tourist Development- Tax" means the tax imposed- by the 7 Tourist Development Tax Ordinance througnouc Orange Councy, iaa at the rate of two per cent (2%) of each whole and major tion of each dollar of the total rental charged every person who rents, leases or lezs for consideration any livinq quarters E; or accornmcdatior,~ in any hotel, aparcrneni hotel, moiel, resort motel, aparzner,:, aparcnenc motel, roorr,ing house, moDFle. home , recreazional vekicle park or condominium for a term of six - msnchs or less and also includes any like =ax as snown in Secrion herecf. If the race of sucn tax is i-lereafier increasel, risz Develo?mer,r Tax" shall mean sucn tax a= the increzsed

"Tourist Develcpmezt- Tax Ordinance" means Orlinance 78-7 imposing the Tourist Development Tax aaopted March 16, by rne 3ozra of Counry Cofiz~issioners of the Cou~tyand a?- 5- prove2 by che vocers on April 25, 1978 as =he same has been and - Gay from time to zime be amended, and includes any orcinzzce -L-, w~c5-,he 302rd of Cour.:y Cotu":.issicners of =he Couniy zay nere- -Z - Zfcer accpt izpcsing a like cax, wnecher or nor gursuanr co Sec- = tion 6.18 hezeof. E h - .-1 -- T ----- m-.. T,----~-II ------A,-.. -*- IOIUZISi UeVelG_3:1LY,IiL ALX Zi3it!=Lb iilCc.i> &&l= AAIuI~C~- 'Z- 'e2 by or on ~ek,~lfof zne Co~zzyfrom rne Taurisr Devela~iiie?.= Tax. "Available Tourist Develogment Tax 2roceeds" means all L- --Touristc- Development Tax 2rozeecs wnich are not required to De zPPlied to the paymenr of Priority Expenses of meration, Mair- . L :rice and Promotion by the terms of this Indenture.

"Tourist Development Trust Fun2" mear,s =he fund re- :wi=ed. -- by =he loczl o9zion Tourist Development Act (Sefziox 0104 (3)(h) ) and by Section l(f) of the rourist Developmezt Oreinance an^ which is referred to in Section 4.1 herecf. Secti Axthorization Oranoe , ac:ins ugh .its Bo unty Cornrnlssi 's, ha: ized 2nd. EL-here~y autnorizes the refunding of the Old Bonas. For :ne pur- -.,gz. - pose of effecting sucn refunding, including the paymen: of all

fiscal.- - leaal, bond insurance and other ex~enses pro~erly d. dent there: and the issuance Series r cluding the capitalization of a reserve, there have been and there are hereby authorized to be issued the Touris: Deveiopment Tax Revenue Refunding 9oncs, Series 1985, of said Caunty in the

agTregate -principal amount of $47,875,000. Secti - : C' --. The Serles 1985 Bcncs snail ~e aarec Decem~e: 1, 1985, and s?.all Dear interest as snown beiow. Inceres: on saiE 3oncs shall

FI . be payaole Octo~er1, 1986 and se~~iannuallytnereafcer on Apzii 1 g and Oczober 1 of each yea:. The Series 1985 Bonds initially to &be delivered hereunder snall be in the accrecate- ~rinci~alamoun: ions o I each or -kwnoleF. mclt?les =nereaf, shzll be ncx~erec in some c3nve~ie~- L~azne:, snall =ear interesr, a snall rr,acu:e on Ocrober 1 cf - F . s. Yea: of ?zinc~?a-. E-~ounr - salt Ser~es1985 Bonds :nose razurlns on and pricr t3 Octo~er 2000 snall De Ser~tlSo~.cs and those mazxrlng afrer said dzze be Tern Boncs. The Series 1985 Bonds, including the recital therein with respec: co court valiaarlon co De incorporazed cnereln 1s hereinafzer provided, tne Trustee's Authentlcatlon Cerriflcace snail De in substantially the form ser out in tne preasble of chis indenture. Said Series 1965 Boncs snall be signec by tne Chairnan of he Board of County Comrn~ssioners and shall be attested by =he County Comptroller and ex officio Clerk of said = Board by their respective facsimile sicjnazures wirh tne facsimile cor2orate seal of sale Caunzy pr~nzedthereon. Section -2.3 Authorize? Amount of Bonds. No Boncls r,ay be issues unaer che 2rov:sions cf znls Indencure exce?: in accorcance wlrn this Article a (wirn res?ecr to Taricy Boncs) Arricle V hereof. The toral principal amounr of Series 19E5 Bonds thzt nay De issued rs ex~ressiyl~mlrec to 547,675,000 and Parity 3onds nay De ~ssuecas provlaed In Section 2.10 and e V hereof.

Secrion 2.4. Detzils c, C All Soncs. "he Soncs snall De -- - issue6 in zu,-y resrsterec fsrm LT: ae.?or,:,lriations of ~5,000or wkole ~;l.~lriplestnereof 2nd 3ariry Boncs snalL De dared 2s provided. in the pert~ne-t su2plemental 1nae3rure, 5.;r eacn 3cnd rr,all also Dear on i:s face rne cate of al;rnen=ica:lon rnerecf.-. The dace on wnich any principil installment or paymen= cz Incer- 2zrrty 2oncs of rzy series scall be sapa~lessall De €5- Z~lisnecby supplerne~i~linaezture zrescri~~ngthe aezails cf tne ,Pzri=y Boncs of sucn series. Tirity 3~ncscf eacn series shz.11 Dear incerest at such raze or races, If any, from rhe dace 0: aaces specified by the pertinen: supplemental inceczure. Sacn 30nd shzll bear interesr on overdue principal and, to tne extent permitted by law, on overdue interest a= =he rate borne Sy such Bond. Paymenr c-S inrerest on any Bond ssall De na6e zo tne Re5iscereZ Owner thereof by wire rransfer on =he due date oz by cnecK or craft mailed ax least one day prior to t3e interest payment daze to tne Registered Owner as snovn in =ne Register rs of the close of ~usinesson zne-l5tn 2ay oE the mier,2~=3on-A izineCiatrly preceeing such inzeresk pa-pen= &ate "= tne a2dress sbown on zne Bond 3e5ister or at sucn ozner a6- ':ess +s is -Surnished to rnc Trcszee in writing by such Regis- tered Owner before =he 153 day 05 =.he 90nd 3ri01 =3 sucn i~ier- es= psymect &rel Some 3oncs my be Ten 3onds naruring in cne '= more years yec su~jeccto nandiztory re6err.p:ion ~rior=o nr=z- rit~. Any requiremerir for rbe nan2z;ory zeden?zion of Term 3onEs Prior to i;.a=urity may be satisfied to :he exzen-. tzat any 3oncs Of the same series and marxi:y shall have Seen acquired by zne

-14- 2nd ?reser.zel f~rcancellazicn :o the "-11AALs:ee cr c: ?ri~: :o cne r.andazory recer.?:icn ia~e.

Secticz -2.5 Re~Fstr--.E ,Lon cf Bones. rn.,ne Couzzy sria,-. . cause the aonc 3eqisEer fcr Lne reS:szra:lon and for the zrzzsfer cf r-e Bonds as provided i.? =his Znaentcre zo be ke2t by zne ?ruc:le. The 3onds szall be issued in fully recistered farn; provided tha: the Counzy reserves :he righc to issue cDcFon 3~nes payabie to bearer whenever za ao so would. nor cause in~ereszon d to be subjecz zo federal income taxazion wizhouz =he of the owner of such Bond. Upon surrenaer for transfer y 30nd at the principzl corporate zrusz office of the Trus- cee, duly endorser,- ;or- trazsfer or acco~~paniedby an essignment xeczted by the recisterec owner or his actorney duly acchc- i~ writi~c,:he C~untyshall cause t~ be execczec and =he "ustee shall authenticaze an? deliver in the name of the trar,s- cf feree or transferees a new 30nd, or aones the sam@. . series, Zarurity and inreres: race f~ra like agcregace 2rlnc:pa~ amounr. Bonds nay be exchange6 at the principzl cor?orate trust of tne Trustee for a like agcrecate 2rincipzl amount of recisrered 3oncs cf other acrhorized denornina=ior.s cf z3e :.same series, necuriry and I?.zeresz raze. rn',ne Trzsree ss~-,. . ~o= uired to =ransfer sr exchange any 3036 afrer nocice czLling and for reier,p=ion has been clven as hereiz ?rovice2, nsr ?. - -. . . king rho oerioc of ~::rezn (15) cays nexr FrececLng :he g:v:n; . Cf sucn norice of reciernsricn. The Counzy shail cause =o be eve- ''rdted 236 -,he Trustee shzll authenticate .anC celiver 33nes wkicn . - nthclder zakizg rne exczznge is enzLz,ec z3 receive, 5f.E:- -. '"5 numbers not =,?en 0czstanc:ng.

The execuklon by the Chrlrxar. cf =he =oar5 of Csxzzy bcissioners of any Sond in =he denominstion cf 55,000 or 2-y 'hole multiple thereof or any other aenorninarion perniczed by c5e. n= suppienencal indezz~resi-,a~~ . - cons=icure fzll 5 lue zation of such 6enorninazion and the Trustee staLl znere3y Zutnorized =o asthenticare and deliver suc5 30nd. In rny registzation or transfer of secistration cf any d the owner or .iolaer ;hereof shall not ~e requires =o Tay any 'ae or fee; proviae6, however, if end to whacever exrezz eny or govern;nei?zzl c5zrse is zi zny rime iwosed on tzy scfh r the Counry cr the Truszee my repire paynezt cf 2. 5113. en= for sucn tzx cr charge-

SoctFcn 2.6 Sx~t-iv21c, L Siczatcres: Losr an? XLZ~LEZE? - P - - 6 ~n rzse azy ozz~cer xnose slgr,~rnze or =acs:z:ie - a2pears on any 3ond shall cezse to be such officer ~efore y cf of any the Bonk, such siciiarure--. . or fzcsiniie z5eresf nevertheless, 5.e valid and sc=rlz;enr for all. pu~2cseS=?-e -

(, - . , -I2-7 -

?ricr to cne delivery by cne "rnzee cf any cf cne 19E5 Bonds cnere snall De flied vlzz =ne Zruszee:

1. A co~y,c~ly cerzified by =he Clerk of tne Bcarc cf Counry Commissioners, of Ene resoiution or resclccions adopted by the Soarc of Counzy Corrmissioners of cne Cscnzy authorizing the execution and dellvery of this Indencure and s tne issuance and sale of the Series 1985 Bonds.

ne TOUZ~S~Devel0~mer:t - Tax- - - - Ordi- - c;rnro ------I with all amencments to dace of delivery- of the Series 1985- - ~ds, duly cerzified b-y the County Comptroller and ex ozzlclo... Clerk-- . ot- tne aoard of County Com,issioners.

!!is- 3. A cerrificate.----- , 2atpd----- 7s-- n=-- +hab.'L ria-nUULL---- n&L,&-- 2-1LA------;.,Bc,,, "7 jr" - --L..I,,, - the Cou~tyComp=rolier an6 ex officio Clerk of =he aoard cf County Coriunlssloners tzat =he ord~nances, resolutions and pr~ceeelngs referred to in 1 aod 2 aDove zre srill in fcrce 2nd ezzecc- - without amenenents exce2c as snown In said filinqs.

4. An oricinal or cerz4=;---ed ccpy of agreement or under- i- takinc SV the P13ri6a De~zr:n~-- nc ~e~,onlro-n F=vn -=~rnnn-r ------C..CIL L" I&LCIfiT -YP_*.LIL.. -3 d d --- .------.-. collecrions cf tne "ocrisz Develcpme~r Tax zo rhe C=zzrq . - - -. -

- - -. ------. . c-- Csurr in and .'sr Ornzce Cccnry, :cvalilrring. rne OK Series 19E5 3snds.

iL - F s- 0 - w. A reques; and authorizz=icn zo the Truscee sn bez~lf Of tne County, signed by +n cfficicl designaced by zne : ?Overzinc boEv of rne Ccunrv, to aczne-zicare and fi~live--70 = beries 1985 3onds in the aqcrepa=e principal amount thereix E - ED-- =he - to purcnzsers therein identified uDon ~avmer,t-

------7- stee, but for acC0ur;t .of the Count~,d. of a sum s~ecifiedin 5 Sucn request and authorization plus accrued intezesz tnezezn - '0 the date of delivery. Such ~rocee5sshall be cai6 over ro L. Trustee and applied ss ~roviaedin Seczion 12,2 hereof.

becrlon 2.20 Parrrp 3oncs. 3xce?t when an Svent cf Fs su~s~s=~ngzxae: zn~sIndenture, :he Couzzy rray frcm 2ime in con?liante wizh Arrlcle V hereof issue Pzzlry :or refu=lding Oa=s=axLlng 33nes cr ior any o:,iler 2urpsrt ed by subsertion 5.34 hereof, Fncludinu all-- exDenses- Fz--- "entdl therero and to r2e iss--rice of such iarity Bonds. -arjiCY aonds of a given series snell be cf the sane ran^ as =he qezies 1985 Bonds. larity Bonds shzll be payajle as to princi3al the Principal AccounZ and as to intezest _'-om the Izreresr bm..- on a pariry vi=h =he Sezies 1985 3sn5s, as nore f~lly ?rovided in Seczion 7.8 herecf relatinq to a~pllca=io~.cf mc-ies case cf cefaclz. U?on tne execzzlori a~ddellvery 1- eac? snzll execuze and deliver to =ze Trusree, and tne Trustee sn,=:l aurnenticare, such Paricy 3onds an2 deliver to the ?c:- cnasers as may be direcze6 by tne Counry, but only as herelnafcer in tnls Section 2.10 provided. Prior to the delivery by the ustee of any cf sucn Parity Bonds tnere shall be file2 wlth tne Trustee: 1. A certifie6 copy of the resolution authorizing the issuance of =he Iaricy zones and certified copy of the rest- lutlon or resolu=~onsconfirming tne sale there~f2nd es=ao- llsnlng the rates of interest to be oorne thereby. 2. Certified copies cf all amencmenc,~co tne Touris= Develcpmect Tax Or2inance.

3. A certificate, cared zs of tne ate of delivery, by the County Comptroller 2nd ex cfficio Clerk of tne Board of Co~nty C31:~~~ssionerstna: tne ~foreaentioned or6inances1 resolutions and proceedinas are szill in fcll force and erzec:- - without anencments exce2z 2s szown in s~idfiLings.

4. m,he certificate cf =be certified ?ublic accou?.=a;.,t- referrel rz in Secrion 5.2 or 5.3 neresf, cnless- sxcn rarlrv 3cnCs zre Delng issued un5er Secrian 5.4 or 2.5.

- ---a- 3 . . cerrlficire exec:reC ~y z?.e Direczcr {c: --.--

Terssn 2erf or~.lng zne Cxires cf d-- -"bb- wlzn res2ecz t3 zne . * CLVLC Cezze: 1: rne cfflco cf Direcrsr is vacanz or zzcl- ished) za tne e--ec=CC. - tnaz chere Is no Svent of Defaclt znez peneing under ~3;s ,ndenzare; tne Trustee riiay rely u?on sacn cerz:,icz=e' C exce?t es co matters w-rhin tne Truszee's own knowlecce.

6. A fully executed suplementzl indecture wkich shzll su?plexezt this inaen-ure zo include sucn Paricy- Bonds uitain the mezning of "3onds" as defined in Article L hereof and co ~roviae2~r :he rerzs and derails of seid Pariry 3oncs. Said sc?plemen;zl indenzure (c) nus= ?rovide tkzr the proceeds 05 trie Parity 3onds are to be csel soiely i~rref-neinq 0u:- srznding 30nk or larirg Sones or -LC= one cr more 05 ',?e pur?oses ser our in subsecrion 5.34, and :or the ?z.)menr cf czpizalized inrcresr and reserves and other exFenses Inciiienzal theret~and to the issuance cf such Parity Bones, ixcluCing sreziuns on 3cn2 izsurance, with any sur2:us Xrzg z??lied only zo the retirenent of Bonds or ceposirs in accounts referre2 to in Arzicle IV hereof. - - -. A request and autnorization to the Trustee on Dezzlf of tne Cocnry 2nd s~~ned~y an autnorlzec Cs~inty off~c~alz~ autnezt~cate a~,caellver sucn ?a: :ry Eioncs co tne pcrc?,asers tnereln ~aentlfied u?on paynenz to tne Trustee, buc fsr tne account of the Councy, of a sum specified in such request and auznorita~ion plus accrued Interest thereon zo the late cf delrvery. Sucn proceeds shall be paid over to tne Truscee and deposited as snall be s2ecified in the supplernenzal I-- denture securing such Par~tyBonds. rn'TICLZ 111

Reder,~t~onof 9cncs Secrion -3.1 Reaepti-7 of Series 1985 30ncs. -&he Series 19E5 3oncs mazaring after Ocz~~e:I, 1994, sr.all be 5,122- !ec= to reaen?:lon at =he cprion cf Ene Counzy prior to matcriry cn 2nd af=er znar daze, elthe: in wcole zt any time or in part =n any interesr paynent dace, u?on zerms of pzr and accrued incezesz -, plus 2 rece~pt~onpremlum (ex?ressed as a 3ercentage of principal aiaoczt) as set :arch In tne ca~iebelow: Tori06 cf O~trsczlRedemtion 3edea~tionPreaim

Oc~o~er1, 194 to Sepcenber 30, 1995 2.00% Oczorsr 1, 1995 to Se?cen~er 30, 1996 -.7 75 Oct~~tr1, 1996 to Se?~e~.~er30, 1997 1.50 Ocro~er1, 1997 t3 Seprem~er30, 1999 1.25 Gcze~er1, 1998 to Ss?zer.~er 30, 1999 1.00 Gcto~er1, 1999 t~ Se2ren~er30, 2000 0.75 OcZooer 1, 2000 to Se?tcmer 30, 2001 0.50 Gczober 1, 2001 ro Segzez~er30, 2002 0.25 Oc~o~er1, 2002 ane rnereafzer 0-00

As and for a si2king fund for the rezireaent of Series 1985 Tern Bon~smaruring on Octo~er1, 2006 and Ocro~er1, 2015, the Counry is estzbllsning rhe Tern aonCs Subaccouci 9iovided in Suosecrions 4-1?2 ane 4-34 herecf . Eoney in tne Te-m Bond Su~accouztsnail be 2)glied to -.ne redempzion prior to maruricy or tne papme-: at a=cr:ty (afrer credit as proviaed below) cf tne fsllowing priz- ci921 zrnounzs of Series 19E5 Term 3oncs at the price cf ?a: and CcZued i~rerestto tne caze fixed for redexnprion on zxe f3Ll0w- "9 Zevective etes ("Sinking P~nd3e6s~ption Dates"):

- Boncs Maturinc ic =he Pear 2 0 0 6

October 1 Principal October 1 Principal of the Year Amount cf the Year Amou?:

Bonas Maturing in the Year 2015

October 1 lrincipal October 1 Principal cf tne Yezr Pmoun r cf the Year Anocr-r 2007 S2,100,000 2012 $~,2~0,000 2008 2,290,000 2013 3,545,000 2009 2,500,000 2014 3,870,000 2010 2,730,000 2015 4,125,000 2011 2,575,000

Ar irs cption ro De exerzlsed on cr before =he sixtiern (60zh) 2ay next 7receCing any sucz Sin~ingFund Rece~.~tion32te, tne C3uzty may (a) aeliver-. to cne Trcsiee fcr., cancellaz~on suc? Series 1965 Term 3oncs In any acGrecate princlpa, encsnt aeslre? or (2) receive a crec~z13 respect of a Sin~~ngTuna Account redex7tion o~liqaricnfor any Series 1985 Tern 3oncs wsich, 7rior t3 sa;Z a,zave Deen reCeerneZ (c=?.erwLse rnan tnrouFn zne Cperazion cf =he Tern 9oncs Sc~accounr) azd cancellel ~y *,ne T.--us:ee t an6 not therezofore a2plied as 2 crecit agzinsr agy Tern %ncs reaer?=lzn oblicatlon. -;acn Series 1965 Tern 30nZ so celivered or ?reviously reaeemee snall be credited by tne Truszee 22 100% cf the prlnci?al amount therecf on che obligztion of the County on sucn Sinking fund Rede~9tionDare and azy excess over the amount of sucn obligazion snaU be credite2 cn future Sinking =und- redenpzion obligarions in direcr cxronolo~icelorder, and e rincipal amount of Series 1985 Term 3oncs -,o be re~eenedby . operztion of rne Tern Bones Subaccounz sriall be accordin~lyre- duce~.

The Cocnry shzll on or before the sixtiezh (60th) cay preceling each Sinicing Fund Ae6ez??=ion Daze, furnisn =he '7-ruStee witn a writren inszrlment meezing the ~e~-~er,zsof S~b~ection8.32 nererjf lndicazing wnezher or not and ro what eX=e_nt zhe 2rovisions cf (a) and (5) of rhe r~recetingparacrapn are iD be avriled of w~zhres3ecr fo sac3 Tezm 3oncs Subaccounz Pament and stating, in =he case of zne crecit proviaed in (b) "hove, that such crezit has not theretofore been a??lied 2~2i3st --- Tern Boniis Subaccounz redemption obiigazion. iP- -20- On eac? Sinkinq Fund 2eaemp:ion Dare zne C~cnrysnzll :ecee:, or pzy 1: zazcr~iy,ine accrecaEe pr~nc~palamoczc cf zne Series 1985 Term 3oncs aDove speclfree zo oe receezec or 3 aid c:: s;ia dtce, reeuced oy the amou-= of any crec:: tnere *-&LuL~re avaiied of +s herelnaoove ?rovlaed. Each such reaempzion shall De by lot in such aanner as xay be ce:er:ine6 by tne Trxsree. The Cour.cy may provide by resolution co be adapted ~riorio the dellvery of any series of Pcrity aonds :ha= some or ~?1bonds of rha-. series shall De Term Boncs, suajec: ;c ma.-- datory reaempcion prior to maiuriry in amounts and on Ocrober 1 of the years ro be shown in sucn resolution. Parity 3oncs may be made reaeenibie at sucn times and f3i sucn prices is nay be 3r~- viaed in tne resolticion aucnor~zinq or a suppiemenr,zl 1naenru:e securinc tne szme.

Section 3.2 Notice of ?.edeaz=ion. Xnb;.,cLce cf crll.cf - -. . -. any 3onc for reoemprion snc-l De clve. sy recisrered cr cer-.:z:ec . ~rili leas: 30 out no: insre rhan 60 2i~spzior zo -.he dace fixed for redemption to the regisrered owner cf eacn B~nd'3 3e 'rcaeemec tne iacress snovn on rne Trus:ee8s re5iszra:isn books. Seczion 3.3 C~uzrvcr Trcszec Give - - - Xav Nszice cf SF- liozlce of reaeiz?zlon cr soncs zo =te reaeenei a= znr rne County snrll oe 5:vez by zne Csunty 3: 3y rne "us- cee for 2nd on benrl c zne Csunzy wneneve: e:=ner (i) suzn re6enpcion is reqzired -.o be maae under :?is incenrcre or. (ii) I - vnenevez su=n re6ez~zizn is ,erai:ze~ t3 DP zzae ~nCje=.=21s -?- dencure ind zne Cscnry requesrs :ntc sucn redez~n?-.icn3~ iirz5.t. Spr-: 3.4 Zffecr of Ncrice of Redernzticn. ,L,-on - No=ice hivinq been g~ve-2:. :he mznner iz5 under rne cs~;aozs nereic- 'Dove provided, and monies 2Di paymen; of :be redem9zion ?rice being neld by the Trusiee +s provided in rnis inaenruie, rne Bonds or portions o2 3oncs so called for redemption saall, cn Z~E redenpti~n dare desigmtel h sucn nozice, become +le be CUE. znB PayzLle az =.ie rede~cior.?rice sroviaed 50: rede;;,3zion c sucn sonas or porrions 02 3oncs on sucn laze. znd inrerest on zne %Wds or poirions of 33nas so called for redez2rion s.;rll ce+se to accrae, sucn 3onBs cz ~~crzicas15 Bonds ssall ;ez.se ;o DE. ez=iL 7 pr; -, -. - - L,-- zo zny Ilez, 3enez:z cr seccrlry u~ciez=his ,RO~C=CZ~, snd C~ne ' kzldezs 05 szi5 Bonds sh+ll have no riqars in zespecz taereof exce?: -.o rereivt pz:m.ezz cf =he re~e=?ricn price thereof.

3onds so zedeemed shall be tascellec! qon s-rrexder thezeo:. :LOW- - of '2-2s and ?.ate C~venazz Section -4.1 T~cristDevelopment Trus: Fund, E?,ter~rise Fzn? and Accocz~s Tnereln. Tnere nave neretofore Deer; creazec and are nereDy contlnuec in effect funds known as the "Tocrist Development Trusz Fund" and the Construction Fund. Tnere has also been created and is hereby conrinued in effect a se2arate and special fund to be known as tne "Civic Cenzer Enzerprise Fund" or the "Enierprise Fund" which shall comprise the followin5 accounts and such additional accounts as the County nay from time ED rime determine:

- 4.11 The Operatinq Revecue Acc~unt i~townich shall be paid ail Gross Operating Revenues of the Civic Cenrer fron - -.,he to time as collec:ed, and from wnicn all Ex2enses cf - Operation, Maintenance and Prcmotion shall oe ?aid to the

t exrenr of monies aveilabie in sa~dAccou~z, including tne operating reserve tnereln, referred to in Subseczions 4-21

. 4.12 "e Interesr Acczunt wnlcn sh,i. . be z.?gllec- ~y zne Trustee withaut furtner i~szructis?s 70 zne 7aymeTr cf czr- renrly macuring inrerest on zne 3oncs (Serres 1985 Bcncs an6 rEr:ty-. Sonss).

4.13 m.,ne Tical Xccouzt whir.? snzll be a331ieE 3y- tne 'czs~ee wiznc~r fcrrzer ,..-1~;zu~r13zs r~ :ne gsymenr cz ?ri.nci,al c-r =he Zozk wnen eue. Said TrFncis~l Acrouzr shall cocrzin .zr 1ez.s: the following suDaccDunzs:

4.131 The Serial 3onds Su~account, the money in which shall be apglied io the paymenc of Serial 3oncs (Series.1985 Boncs and Pariry 3oncs ) as an6 wnez =he same ~ecamecue.

4.132 The Term 3on2s Subaccount, =he money in v?-ich shall 'De usee ro redeem Term Soncs (Series 19E5 Scnc5s and -Pari=y 3onk) pricr to riituriry cr a= iiz-*.-;-,,,,,y 3ur- suznz co =he si>kFn? fund req~ireaenzs c, f Serzios 3-1 nereof or prs~zzz=o sirr.ilar reqcireneszs vizh res?ec= to Parity 30n.e~appezrinq In tm sc~plezecralInriezzure or iesclutlcn zravrc~ng5-or the lssuanre zzerecf.

4 The 3032 3eserve Account vzlrh sh~l1be a22Lied by the Trustee wiznour fnrrner i~struf=ionsto pay firs: inreresz falling due on =he Bonds and second princ~sz~. . wnen due, whenever necessary zo prevezz defaclr ;n tne ?ape:= rherezf -. when money for sucn purpose is not available from tne Re- newal an? Replacenezt Reserve Acc~unt cr from a Cre2it raclilty,.-. and whicn nay oznerwise be csec or.:? to prsvlce for tne Faynenc of >rincipal, inrerest anc recez?=ion pre- niuns, if any, on tne Boncs upon provision for tne paymez: of all cf the Bonds at the time OucstanCing.

4.The Renewal and Replacement Reserve Account, the money in which shall be applied in accorcance with SLD- sec:ion 4.36 hereof. All Tourist Development Tax Proceeds shall be first deposited in the Touris: Development Trust Fund and then applied as hereinafzer provided.

Section -4.2 Rate Cover,ant. "be C3~1lty shall CDZ- zinuously own, conzrcl, operaze and maincain the Civic Center cr cause tne same to be controlled, opozated and mzintained, in an efficiezr and ec?nor,ical nEnner and on a revenue prolucing basis and shall a: El1 trnes esca~lisn, zrx,-. mzinzain and collec: ,rates, fees and orher charges for the use of the Civic Cenrer, inclaling not only use by orgacizatio~s hol6inc convezzio~s and --her catherinqs bur also parking and concession revenues and czner cperazing income aerivel from the Civic Cenzer, fully suf- ficienz at all times to comply witn =he requirenenrs of zne Tooris: Develo?men= Tax Ordinance and, in ad6irion, rooether wizh =he T~criscDevelopneni Tax Proceeds and otner availabie f~iils:

4.21 to proviee for and pay at least 100"6f all Zx- penses c: O?eraticz, Pzizrenance znd 2ronotion an6 to sziz- cain tze regsired cperazing reserve in the Operating 2evenxe bccocnz; an6

4.22 =o produce Net Operating Revenues sufficient, vitn c=her-Pledged Revenues, to esEablisn and nainzain the Bond Xeserve Account and make all other paymenzs required here- anaer . The Counry shzll cause a sufficlenc ZmocEi cf Gross Qerzting Revenues arid of otner Pledged Revenues to be incluaed in the ann~al buaget and appropriarlon for every Fiscml Yeez cmencing with the 'isczl Yetr imeCiately following =he issc- ance of he Series 1985 3onCs to meer ~l'lreqciremexzs cf c*.-s ?-nCer;=ure- Section -4.3 flow of F'ur?",. $21 Torrist Develor;me-r.t T2x ?roceecs, Gross Operaz~ng aevenues, ~ifrs,Grists, an2 czher incone and Invesrinezt Sarninqs shall from ziae ED tine as col- iec~edbe a2plied as hereinafter In this Secrion proviceC: 4-21 Tourist ~~~~~~~~~~t Trust ?z~c. Money ir, :he ,.7-ocrisr Deve-opmecr Zrcs: Eunc inad-. - De a3pliee by :he ?=us- l,n--l.,-..-..-y as received as foiiows: Firs:, uniess zne Trus- :ee sxa2L have received a wrir~enoplnlon of aarionally re- cocnizec bond counsel to the effect that such paymenrs are no loncer legally required to be made, to rny paymen: re- pcired to be made into the Operating Revenue Account as an emergency payment, cer~ifiedas such by the Direczor, based on a formal determination by tne Board of Councy Com- missioners, entered in the minutes of such Boarc, that such paymer.t is required to be made because of a temporary shorr- aqe of Gross Operating Revenues and other available funds required for the paymenr of Priority Expenses cf Operation. Haintenance and Promotion; subject, however, to the limita- rians contained in Secrion 6.16 here-:. Second, ro satis- facrion of the monthLy 3ond Service Requiremen- by transfers into the :nteresc Acc~unran6 the Principil Accourz. TF.i~er =o gayinents into the 3cnd Reserve Accaun-. in r5e amacxs nereinaf~er more saecifically requirec. - ?surth, co r.ie transfer of rll remrir.ing mlney in the Tour~scDevelopmen: Trust Fund. after the zforementioned reguiremezts have been ssrisfied, ta the County for a?plicat.ion by tne Cocnry in

A'.ne nrnner hereinare. provide-. From che money so crr~s- -erredC to the Cocnt:~, there skrZ1 firs; be pzici r zoe O,errring Revenue Accounr an amounr sufficient ro remedy rny deficiencies inerein and CD ?rovide fsr rc:ici?azed Ex?e-ses of Oper~=ion,,Mzintenance2nd Promorion ani~c~pated. . ro EaL1 cue wirhin.the nexz 30 22ys rs an operazing reserve. There- .:&or,- -- rne Couzry skall apply such 1.3r;ris: Develzpnen: Zin Proceeds wnen so received :ram the Truscee to ga-me--s izzo rhe Renexrl znd Replacement Reserve Accounr as hertirizfter more pzrcicularly providee. Any rexrinder of such money snall be applie2 2s provided in Subsecrion 4.37 herecf. 4.22 Coeratina Revenue Acc~unt. All Gross Oper+:inp Revenues snali De pala rnio :he Operating Itevenue Account held by the County in the Civic Cenker Entergrise Fund is collerte?. Money in the Ogeraring itevenue Accounr shnll De wende2-.from rime to rime _Siss;, to pay Priority 2-enses of O-Jerzrion, Winienance and Promotion and second, zo pay Other Zxpe~ses 02 Operat~on. hincenance and ?romorion w.L-hin - ihe bu@ec alopzed by the Board 05 Counzy Co~~ir- sionezs for the then current Fiscal Year; said budper snrll nor be exceeded excel; pcrsaanc ED wrirten acrion of zne Diie~~orapproved by resoluzion of :he 3ozrd of County Car- zissioners and filed vizn =he Trustee. Such a?provK sxll sipre briefly zne rezson vny the budgered ;no.;:: 2rovei insc;,,ciezt.-.c: - 4.33 Net O~eratinc Revenues. Subject only to :he '-,,ansfers - end payinencs reqclrec cnaer Scbseczion 4.32 herecf, money remzininq in the Operzzing Revecue Acc~unc ("Nez Operating Revenues") shall be available for tne purpose of satisfying the next monthly Bond Service Recuiremen: to the exten: that money in the Tourist Development Trusz Fund is insufficient. Net Operating Revenues not required for such purpose shall be apaliec: to remedy any deficiency in the Bona Reserve Account and, to the excent not reqnired co remedy any such deficiency, shell be applied as pr3viaed in Subsection 4.37 hereof. 4.34 3036 Service Acc~unts. The 3ond Service Acco~zts shall contaln cne Lr\.teresc Account and the Principal .Ac- count. Money in the Interest Accounr shall be use2 zo pay inrerest on all Outstanding 3onds (inclu2ing Series 19E5-. Bonds and s)arity 3oncs). by the Trustee wit5out fcrzher cl- reczio~,when cxe, without ?reference or dis--,Incti~r". xcney iz cne Principal Account s~ailbe usea by tbe "rusree wiz5- out furrher instructions to pay principal of the 3oncs when due a= maturity or pursuant to nandazory czll for reaenstion Drior to naz.uri:y es snown in Subsec=ion 4-12 here~f. Money in :he ?rincipal Accocn: coilecce2 'or =he ?cr?ose cf ?eying ?riaciael of Term Bones ?~zsurzr -3 a mz-drzory reier,?c?ijon schecule zay be ~p?lied r3 the prcnase of Term 3oncs of =he szne series and iiiazurity fcr submissicn. . to the Truszee 2nd czncsllazlon in accordance vltn Seczion 3.1 herecf. S~?ar~zescb-accour.:~ mry, but neeZ nor, be eszablished . - . . ?.

- 25- ing after such transfers shall be cace c? by the C~cntyc- cr befsre the 16t5 aay cf the monzn from re fcllowi~:~ sources in rne followin5 order: (i) Net O?erazinq ~PYJ~- nues; (ii) money in the Renewal and Re2iacemenc Xeserve Account; (iii) Supplemental Revenues; and (iv) money in the Bond Reserve Account. The amounzs to be paid iczo suc5 Band. Service Accounts in e~chSinking Fund Year sih..ail, as nearly as may be practicabie, be paid in monchly i.n.stall-. - mencs on or before the 15th day of each month becinninq on the 15th day in the first full month followins the celivery of any of the Elonas. Each such monthly installment must be sufficient to satisfy the aond Service Repiremen: fcr zhaz month and shall be at least equal to =be sum of :he fellow- inq:

4.3 One-sixth (6)cf the interest falling due on zne Bonds on rne next succeeding interest paymen: catr, rz be paid i~tothe Inrerest Accz~u~:;

4.342 One-twelfth (l/12) of any annual installment of principal of 3onds nct pzyabie fzom a spec~a1suo- accounr falling cue (wnetner at mat~riryor rpon mznda- Cory CS-L-7 fez re6erz3:icn) czring zne czrrer,: S:n~;ng Fun6 Year, co oe paid Fnzo =ne 3r~nc~2ai. - Accocnz;

4.343 One-twelfrh (1/12rb) of the amoKz-, cf a11 con=ri~r;:ions required co oe =ace auring zne c2rrer.z Sinking 'and Yezr into every suo-accoun: in the Prln- . . - cl2al- Accoun= es:z~LFsnec fzr a 3ar;1cc,zr 5~3~2=r crou9s cf 3cncs payable fzsm such sscbaccorzc, ro be ~aicFnra EZCC SU~szo-ac~oun=. -. severzheless, ccrrxs each Sinking fund Year, such - greatei proportions as may. be require2 shall be ?aid inro saic accounzs unen 2nd LZ- needed io make up zhe anouni of interest cue on any 3ancs on tne nex: succeeding i~zeresr 22-m.er:r ~ste2nd the Tzlnc:se~. . Zequiremcn: nexz fallinq -z cue. ,for any-reason tnere oe a failure in any mcnrn iO imKe all or any part of this prescrlbee zransfer and pay- mezt, xne amounr cf the cieficiency shall be acued to the prescribed zza~sferand pa-men: in the succeeding monch or xonzns. No further pe-menzs need ~e xiaae inro said 3cnd Service Accoac~s whc~cvez 2nd so long zhereafre= as =he zmounz *en aeld taerein, wnen asded ro the amount in she 3onl 2.eserve Acto~mt,is sWtti,,,,cienx to retire z11 3oncs thea Octstanding an2 psy all uz2aid in=erest ro accrue on and pricr ro such retlrenert. No 2arz of seLd 3ox.d Service Accounts shall be used or applied :o tne optional redeqrion of Boncs ?rior zo maturity unless provision shall hzve beez -6e for =be pa-pent of all of *&e 3onds, excepr that asney ir! a special sub-accou~: of cne -a Acco;~: 2: any ?arzlca;ar crou? of 3oncs may be tsec zo reaeern 3oncs cf sac2 2roup ?::or to mazcrlcy ~f so ?erz:tred ~y resclc=:sn or su~plemenzal inaenrure aao?:ec by zne Soarc cf Csuntl~ C~~,mlss:oners prior Eo cne issuance of sald qroup of 3cncs. 4.35 3ond Reserve kccourt. For the purpose of asscrinq adequacy of funas for tne paymenr of interest on and ?rln- clpal cf the Boncs as and wnen the same bec~medue, =he 3onc Reserve Account shall be established and maintained. Upon rne delivery of tne Series 1985 Boncs, the sum cf S4,600,881.25 shall be de?osited in the Bond Reserve Acccunc from funas on hand. Commencing with tne first full mcntn fzllowlng delivery of any of the Bonds, on tne 15zh cay of eacn mon:,?, subjecz oxiy to matne required monr~ly paymenzs Anto the aond Service Accounts, there snall be paid ~ntothe 3ond Aeserve Account, f~rsr,by rne Trustee fr~m -e h Availzole Tsurist Develo?re-= Tax Proceees 12 cne Touris= Development Trust ?und, and znen by tne Counzy from tne Net Opersting Xevenues, wnatever mount in :ne aqcregate may be reqclred :o accumclate ar.5 maizcain 3 said 3ond 2eserve Account an amount equzl iO =he DeDt Service Reserve require men^, wnezner any deficiency In a acc~unr rs caused by expenCitcres ~nerefron r fsr any ozner rezscr,. Wnenever znere Is a aezlciency-. In zne 30nd Reserve ACC~GZ~, cne Truszee snzll so nor~fy =he Cou~ty In urlt:nc azd rne Cauncy snall remedy sucn de=i--c-er?cy r. ~y transfer frorc, tne 2enewel an6 Xe?iacemer.r Zeserve P.ccc~zt in zccsrlance wit2 ssDseczicn 4.36 nereof . Sef 3:e =ne saking cf azy sa-yrter.z from :I?€ 3ond Fieserve A-ccount, zne Czuzzy sr,rll r?21:.7 a?_;. and ,211 available Sc?plene~=~l2evenues rc sucn p:mez=.

- Norwit?s',an?ing the foregoing provisions sf this suo- Section, tne Courty reserves =he rifnt zo esra~lish a se2arate bond reserve acc9unc f~reach or eny issue of Pariry 3oncs; any Such separate bond reserve account nay contain either inveszed cssh or an i~snrancepolicy or 2ny ocner form of secxrlty deemee 2dvisable by rne Coxty rn8 -.he puzehzsers 02 sucn Parizy Boncs but only if (i) such separace bond reserve .accoun= . is SULLY funded wnen sucn izriry Soncs 2-5 issued and ILL) amounts =o De Pzid icro said separace Sand reserve accouct snall be mee on a ;s:ity wit3 pa-pelts iszo zhe 3onE 3eserve Accouzr herein created '"2 ssrll ns; exceed, in any 3ond Year. rae 7rsportioncze cieficir

FsYxrient ellocs~leto such sepzra~ebond reserve acrourr. +'3+-,- -Y aze deficit -~aynesr" Z~,EZS 23 mount which bears zo rne Ir; a civen se2arzre bond reserve acrounr =ne stne 3-3- Portion rzat =De amour- aoar~ao~e.- t +s renee:? lefirizs in zne 2onl Beserve Accsunr and a11 seaaraze reserve accounrs bezrs zo =he aqgrcoate rieficit or deficits in s~id3ond Aeserve Accouzt anl se2artte jond reserve accocz=s.

-27- _ of sucn liqulaation t~ be applied zo the paymezz cf sucn ?r:?- c~pal and lr.teresz. Otnerwlse, sucn ~nves=xez:s snz,,., ~e 1lc::lCated only at mat::r:ry cr c?on cirec=~oncf zne Csczty. ;z=eresz on and prof~cs derived from Investments ("Invesrmezr Earnings") of money held by rhe Truszee hereunder shall be ce- posited by the Trustee as colleczed in tne Interest Account. Interest on and proflzs aerived from investmenrs of moneys held by the County hereunder snall be applied by the County as tne County may from tlme to time determine in accordance with the Tourist Development Plan. Money In the accounts held by tne Trustee hereunder may De comlngled for investment purposes so g as an amounz cf Permitted Investments equai to tne amount required =o be In eacn such account at any glven tine ma:ures no later than permit=ed for Inveszments of money in that accoun:. Money in the accounzs and funds held by tne Counry hereunder may be csmTingied for Inveszmezz purposes and may De pooied wlrn other County money in a co~mon investnest procram, DUE only if and so long as monrhly re?orrs snowlng the amour.= of mor.ey ~n sucn pool ailocable to eacn sucn accDun= or fund and the ~azurity thereof and the return =hereon shall be filed not later tnan tne 15rh day of the succeeeing month wlth the Tr~s~ee.m-he rlgnt to pool ~nvesrments hereunder snall not operaze to ?ernLr zne in- veszment cf any money In any accounz or fund neld ~y rne Cousry hertcnaer in any our Permitzed ~nvestmen=s. Sach montnly repor: siiall zffirrn =ha: tnere are s~fZic~encFeraitted Inves:ments 13 n pool wnicn matcre or are redee~nabie at r-?e spt~c:: cf tno nolaer (and unich are not ex2eczeC =o oe reccized rc DE xs?C fez er purposes) ro sacisfy tne -~rr,ltacior!s-. on tne durat~on of estnezrs in tne varlocs fcncs and accsunzs prescri~etIn rc~s Secrion 1.5. n,ne "rusree snzll rez21n sucn nc2rnly regcr:~ fcr 2: iezst 2 yers snall, upon requesr, send czples rneresf t~ s?.Y noider of more =can 5100,000 a~cregatec encf S~n6s-andsnail maKe zne same availa~ie f3r i~.spec-Lcn DY tne balder of any of cne Bonds.

Section 4.6 Pleaae of Revenues. All of the Avzilable 3eveiosmenz- Tax Proceecs, Ne: Operacing -aevenues, and A"Ves-,?le~zZarnings, and a11 ctnez nocies paid or required Co be Peid into the Tourist Development Trusr fund or 2.70 Znrer?sise Fund (except -orC mounts required ro be ~~iias energency itecs 2rio;i~~Zxpenses 05 Operaiiori, Mzinzenance and Pzomozion into tne merarin~3evezue ACCOCT.~p~zsuant =O S~bsecfio~s4.51 2nd 6-16 aereoc) ssall be and are nereby pledged to ',he ~ron2tpy- merit C? tae i~zereszca nxd princi2zl 02 -&e 3onSs in accordance =his k=icle N-

Secticn -4 .? P-z=licatFor, cf 3xcfi.s~ir, Xccocr.ts.- She-- tne incercsz ~scou&, cne Ir~nclpai ~ccoircz cr xe 3336 Serve Account conreizs nore money is currently required to 6' ~"ereln anC zIl contain their full required mai~zrs,=he . Trus- -30- exceeZ the amount reeuired ~o De held there~r,,or riiay 3e csed cy the Counzy far any crne: pur~ose fcr wn-..-c.: zne ourlsz DevelspmenE Trust Fend IS created. Ar,y rer;,a:nae: ncr so used snall De depos:cec in tne Aene~aland Re?lacement aeserve Account. Section -4.4 Deposits and Securltv of Accc-~ts. All money in tne Touris= Developmen-, Trusz Fund, cne Ir,-,eresE Ac- count, the Princ~palAccoun: and tne aond Xeserve Account snail be held In trust ~y =he Truscee. Uninvested money In eacn fund or accounz required by this indenture shall be held in a special account apart from all other County funds and accounrs and shall, at leas: to cne extent not gusranteed by tne Federal Deposlr Insurance Corporation, be secured to rne fulles; exrent reqciree laws of tne State of Florida for tne secczlry of pu~llc

Section -4.5 ?,nvestxen= zf ?,cc~cr,=s. ?oney -3 tne Operat~ng Eievenue hccouzz msy De ;nvrs:ec oy rne C~cnzyIn ler- - rclzted Inveszmer,ts mazuring wnen the proceeds of sucn invesrmenzs ulll oe neeaed, in tne judqnenr of rne County Comp~roller. Money in tne Touris= Development Trust Funs, the Inreres: Accounz and incl7al Accour.~ (exclcs~vecf ncney In azy s?ec;il SUP accocnr cf s~id?rincipal Account hererfrer crerzed) sna11 De investe~3y t3e Trusiee as repuesfed ~y :ne Concry 13 rcy Per-iz- te? Invesrmenrs naruring or redeezc~le .EE :ne eprion of tne nolder prior zo zne nexr succeedinc inzeresr paymeric re, Su= r prior to any inreresr paynenz dace the agqregate cf z2e "oney in said acfocnzs exzeeds zne anocnr necessary rs 32y 3'12- C232l n ~rizeresz zz--:? -- r,g cue cn sscz inreres: ?a_vnenr care, . Sucn excess, 11- any, may ~e Invested in -rern~rzec Inveszxe::ts Uzuring or redeemabie at tne ogzion of tne holder zrior to tne "ex; fc'lo~ing Interest paymenc kze. M~neyin any special SzE- acc~unr of rhe Principri Account hereafter created esza~lished for tne benefit of any parricular ~zoupof Boncs may be invested in Permitzed investments naturing ar such :imes as may De pernit- ted by tne proceeiincs authorizing or supplemeztal inaenzure Sec'drinq 4. ,ne jarticclar crocp c2 ScnCs involved. Koney in zne b.8 iieserve- Account shall De invested by =ne Tzuszee as re- Fes:ed by the Counzy in any -~erzitzes ~nvesrmer,zs r.r.ich ==Lire Or Ire redeemble a: tne opri~n05 =he holder iiirkin ten years 'rOa &ere of purckase. Honey in =he Rexe~alanl Xe?lacerner?t Accounz shall be invesced by the Cocnry in ?e-rnitred pzts maturing or redeeszblc izz 'ae c2rion cf =he holcier htez tnan five yezrs from zne loze c2 scrchase. Vhenever Lloney held by tne Trcszee and investe8 as zbove srovidee is ?eecep t", me pz-vmezt cf c---,,, e*,*,,y - : rzz-"--CY-lng ~rincipal cf or a=f=esc on zne 3or16s, the "rustee shall cause such inveszxents to be LiqciZared ar currert ~aztet ~rlces,ro the anour.; requires, i-:r:mcz furzher insrructions end sriill canse the gzoc~eds r

-29- tee sh~l?transfer any excess t3 suck acc3~nt (whet3er he:? oy tne Cocnry or :he Frcsree) as :nc C33zt7 n2y 13 wrlzlng reqxest, sxb~ectzc cne 7rovls;ens cf Su~sec=:c~4.37 nereof. Secrion -4.8 Valuation of Investments. All Lnvescaents held by tne Iruszee hereunder snal De carried at- - CDSE plus am0r t ized tiscount determined as of the last day of each Tiscal Year and if the value of inveszaents in any accounc equals less than the amount then to be reqcirea tnerein, sucn aef iciency shall be rase up as any ocher deficiency. Section -4.9 Recuests of Countv. Whenever any action is to be taKen ~y rne Trusree a; zne request of :he Coucry cncer tnis article cr under any cther article of =his -indenzure, if no czher means cf zuthezzicazinp such reguest is required herei:. est shall be evidenced as 2roviaed in Subsec:icr, 8.32

EJITICLE V "ritv 33zes Seczior, -5.1 Nc risr Lie; 30nes ncr Tzrirv 3055s Zerein ?eraitred. m.-ne 3cncs szzll enjcy car.?-e:e iren on z?e Pled9e2 Revenues with czher Boncs despite c :h.ila: any cf he Sonis nz:~ be aeliverek 2: cn ezfLior caze zhan any .ocher cf he 3onBs. The Counry shai-- 7 issi.ie no crher obligrrions of ary kind or narure gayable 2zom cr enjsyinq E lien cz =he 'lecjed Revenues cr +ny 3crz rheresf kiz-ci-q ?rioriry over the 3encs or (excepr zs he-^'--=-,-e 3eral:zee) ?pi-v-, L.: -,n-, the 93255. Section -5.2 Refundin: 3036s. Any or all of the 3035s map be reEunae6 2 maturlzy, upon reoem9tion in accordance with rns or wizh tne consenc of ',he nolaers thereof, and =he refunding Boncs so issued shzL1 continue to enjoy the 2zioziry of lien over sxbsequex: issues enjope2 by ;he 3onds refunndee5: pro- wever, ti&= elcner: - .

5.21 The Trustee shall have received the cer:ifi=aze cf zn Independent Cerzified Public Accsuntznr (i) serzlns Zsrth tne aqqregate rnount cf Inrerese -3equirenenzs 2nd Priscl2zl remeczs f~llingdue &ring-the then ccrrenz acd each e Sinking lund Verr to and inclueing 2ix Sinkiq ?end Year 05 the 1,s: rizt-rity oE any 3oncs tnen Du-srandin~ (A) . wizh respect ;o the Boncs of all series 0urs;mcing is.~ne- dizrely prior ;o the date cf ac:hentication 2nd delivery of such refuncing 9oncs, and (3)wlzh respec: to the 3onCs of 1 series to be OutstanSing imnediecely zherezfzer, and (ii) deaocsz=tting =?,at the zmouzt set forth f3r each Si2k-

. . -31- izq ?zn6 Yezr pxrs~a~.~--," (5) above is 2s treater rne anour.: se= f~rzbfsr sxcn Sin~ing"2nd Yezr ?ursGazt tc (A) above; or

5.22 All Outszanding Bonds are be129 refuneed ~nier arranaerner.zs which immediately result in maicin~ ~rovisicr, fcr tne pziyrnen: of the refcnaed Bcncs.

Secrisn 5.3 ?tritv 3oncs GeneralLv. Acci----,I,,.al Scnes - . , ("Parity i3onasU) may also De ~ssuecon a parity wlrn =he Series 1985 3oncs if (i)the conditions set out in Sections 5.4 or 5.5 are met or (ii)all of the following conditions specified in tnis Seccion 5.3 are satisfied:

5.31 There shall have been procared an6 file5 with the Trustee a statement by an Inaepenaent Certified Public Ac- countant reciting the opinion based upon necessary inveszi- garion that the aggregate amount of Available Touzist Devel- opment Tax Proceeds received by the Trustee in some consecutive 12-month periol, uFLicb ends later rhan 13 monchs prior to tne issuance of such Parity Sonas, equal or exceed. 133% . . cf the Maximum Annul De~tService computed on a bzsis wcrcn includes all 3oncs to be Ocrscant3ing i.mneeiately afzer the iss~ancec sucn ?ariry Bonds. Snid sratemenc may contz,in an adjustment to reflecz (i)any incresse in the rare of =he !n-ouris: Deveiopment Tax which shall have taken effect zfzer the beginnin9 of such 12-monrh period, and (ii) any anclcl-. . parea Su9pienenzal Revezues whicn the Initial ins~rerof =he -.- . Series 1985 3oncs, in wriring z:lec - wrrh :he Tznsree, aGrees zre cf aaequace amount an5 crecit wor-;i,,,,ness wlr5 availa5Le rn-curist 3evelopment ?ex Proceocs ro scpport such Pzriry 3oncs. Sucn acjus=nen: under (F) zbove snrll eq~al100% cf the a55itioncl ancunr cf available Tourist Developnec= Tax .. . -- . proceeds xnrcn r Csu:tyi trcc12 r.ave rocei-JP~if =he iz- crease in =he race cf -,he tax nas, - .be~nin ezzect- - rk..ro~s;?s~= such 12-month period.

. - 5.32 If said stztme~tcDvers a peziod xhi~hsiizl1 have ended more than 6 montns prior to =he Issuance of such Parity Bones, zhere shall also be filed w;&- =he Trsscee =he foiiowing:

5.321 A cer-;=;-+-&cate by the County Cor,?=rolier show- . - ing tbaz the collec=ions of the Tourisz Develqmenz Tax for the 12-monzh eriod followin5 Erie -period covered by the statement required by subsec=ion 3.2- -- above and eneinc with the moarh fcr wnrcb. - :he most rececz fizcres are avzila3le do noz show any Ezzinurion in =he ar,nucll emount cf T~ariszievelcrneni Tax 9roceecs wtich, if occurring in =he corresponding months cf the period covered by ',ie szarenecz required by sxbsection 5.31, . would have cause2 the aggzesate znounr of ~vailabie moa-- -:st Develcsmecr Tzx groceecs received by Lhe Tznsree in such 12-nonth period to be less than 133 2ercer;t cf ~aximumAnnual Debt Service computed as regired in srld -- szbsection 5..31; .an6

., -32- 4.36 Iier,oval end Re~lace3er.tReserve Acr3cr.z. Sc~~ecz to tne paynents reqcirec unaer cne forecoi?.c sc~seczlc~ssf tnis Sec::on 4.3, and to any paymezcs reqxired co be made for the benefic of o~lications wnlcn tne Councy ~ayhere- sfter issue junior in lien In the applicazion cf tne Fleooed Revenues to =he Bonds, the County snall on or ~eforezne 15th aay of each month cause all Pledges Revenues reza~nrng. . in the Enterprise Fund to be deposited in the Renewal and Replacement Reserve Account to the extezt deemed necessary by the Director, but in any event in an amount sufficient co make all payments hereinafter reqcired to be nade from said Renewal and Re?lacement Reserve AccDcnz. 1 suns thus ac- cumulated and reta~nesin said account shall be used firs: to reven: aefault in tne payment of interesr on or ?rl?.- c~palcf =he 2oncs; second co remedy any def~ciency in the Bend Reserve kccoun:; iZlrS to psy Expenses of Operation, Maiztenance ad ?ronoc:cn wnen deexed necessary ~y tne C3un:y and wnen there is ~nsufflcienzmoney in tne Operat~nc Revenue AccDunt; fzurth co prevenz default in the payment of interest on and ?r~nc;?~l cf any juzlor lien ooligati=-s when cue wricn may be Assued by the County pzyable frori any part cf tne Plecgec 3evecues; ,,,,.,C. C-h t=, repay zo a Creciz Facility or zo :ne otner pzrty or sarzies to an inzerlocel or otner acreemez: uncier wzicn Sc:p?lenenraI Ftevenues are sus~lief- - zne ar.:,=cr,tcf Sup~ienezzzl Revenues so s.ipl:cd wlzn 2nze:est a: tne raze s?ez~f~iecin =he ?erzinen= scree- men:, but only if, =o c-ie exter: azd uncier che csnkrlo~s proviciee in said agreemezt; E:XZ?, t3 z.c.ie p~yiaez:~ :3 tn0 Orange Counzy C3nvention a Y~s~zars3:r~ar:; sevezzr., in zne Lisczetlon cf zne Cocz~y,Crrr,,, zne zeaezpzio-n of 333Cs 2rior t~ maturity or =he urcnese ef Soncs cn tne s?en market at a price no: hie tsaz =no current reaenr,cion price if the Bonds so purchased are :nen redeemable under C'-neir terms; eic5=h, for the purpose GZ 2aying =he css: of necessary renewals, replacements, and re~airs- of the Civic Cenzer; ninth to 7ay the cosc of an 2rer.a to be locared zt a site 2iffe:ent lzon t-t of the Civic Center; and renzh for =he payment of the coszs of extensions and Setzernenzs to the Civic Center or =y ozher 2crgose for wi~irh Touris= Developmenr Tax sroceecs mzy be used under =he Yourist Develo~mezt2lzn.

4 - 7 Suxlus Xevenues, E2rer all monrhly ' pa-yments zbov~regxred Lave men nade, any deficiency in azy of the aforemectioned accacnts shall be rene2ie2. wizh. any availzble F'LeCseS Zevennes. m;,,,ere~i=er, tll rem~n~n9?ledgod Xeve- nues snall be ceerne? su~lusrevenues and shzll ~e ae?osited by or zr the requesz of the County in any of the .afcremen- e~~oned ' accounts so as to raxse such acczunt or accouzzs to 5.322 A szazenen: by ar independen: Certified Pnblic Accountant co the eEect tk.ac, basec ~3czC~SCXS- sic:s wi~hoffiiclals of ;he Ccuncy and a s;scerner.: by the Trustee of the amoun:s of Tourist Develc?me~: Tax E - proceeds received by the Trustee in the period. covered

E by said County Com~troller's certificate.------, ----~9 id a~pnlln----"-A. i cant has no reason -to doubt the acccracy cf saiZ Cauncy Comptroiler's cercificace.

E' 5.33 The statement- - remlired------hv-2 c17hcarc;hn~YY~LLLIULA c_I. JA71 -L-~Tall=-A further express the opimion thar the aayments required to be made into the various accourcs in che Enccr7rise fun6 zre cnrrenc. . - 5.34 At or before--- - - d~1ive-v------2 n~WL -I11 JULLAclrph 3=-;+..ZSiL - iy DLlllLS,a,,;, .L-. - sccn parity 3oncs tre EO be secured hv +cle arm* 3-cnr7?n ------"..Y *.La&- "G Accoc3r herein created, the anocr,= in the ZonC Reserve shall be increased to an 9mniin- nn- inrc ti-- ACCOU~E ------. -...- Y..C *A"- LaA ---LAIC Haximum Annual Debt Service com2utec on a basis wnicr. in- clcBes 211 3oncs Outstanding iirmedietely afcer rhe issuazce of said ?arl=y 3oncs.

5.25 "he proceeeings acthorizing said ?arity 3ones ccst

req~irethe proceeds cf said acZi:ion=1- ~_ 32~itv-----. ?ones- t~ be - esel solely for the acqnisirlcn of land fzr, =he _ ;-_-- cf, or =he zsiinc 05 im>rovemecrs, extensions, enlarpenecrs, renewcls, re9iacemencs or :ex,-irs to, the Civic-- Cenrer.------, !?- . ------. c-Lr:n: rer,zc:nc- crner o~l~ca=i~ns~ssaed fcr sxcn acr?zse, or for czner cepl=~l ix~=ovemer,=sf=r w~lc?. rne I~crrsr Dev~locnen~Trusc Tend ~ayleszlly be cseB (izclvyg---. car- strucrlon of cn arena inclueing lznd acquisirlon 2nd des:~~) or f~rtne pa-vment cf expenses inziaentzl tnereto ana co tne issuznce- of sucn Pariry Boncs inciuding- tne ca~icalization- ct a-reserve and ca~italizedinreresE-

'C Section -5.4. Taritv =ones with Consent cf Zzsurer. ,, of the 3oncs o~zstrnllng nereunner snrll nave, wnen issued, - insured 2s =o -payment - of ~rinci~al- -_ - and- -- in~erect------. - wnon7.-.--. iirtm--- i77-- - '"'"surer in tne business of insuring such risks, iZ- such inscr- at the tFne of tn~q-n~ln~mri ;ce.r=*r- n - ante is srill in taffec= u- a- . ------yv-.b- -aaura*aL= P~rity30ncs, and if the cze6ir of srid insurer is rben sum on;i---;u=,-ons insured bv it are then rates.- - becalrce nf cllrk --. ------. ------b-'Gu'ance, in one cf -,he =YO mosc secure grades of ~UELCZ~Z? :8ec~-ities zt leas: of the two lzraesr nazionzllv zecsc- by one - -- i ----- nj 9-3 - . . razing agencies which regalarly raze the creclt.. of ncz:c:- . . bonds, the Counzy mav issue adG-',--anal 3onds-- on--- r 3ari-v urr--. .--.= ------beries 1985 bncs for any punose descri~ed-- ---~n ,,----~~T~G&TY---fii -- & - Z~OV~ii the wrirten consen: of said insurer-- tn-- -he ---..-----icc!!2?r- -z ?clrity 9onZs is filed with the Trcscee. ,-rnore rhan one zi series cf 0uts:a naing Bonds are tnen outstaneinq ani are i-s-red ,- c,,-- by more r3an ~LC-I ie,- raen tne consen: of all s:;n - -~ lnsurers mus: be so o~calnec- and fi:Led - prior to tn0 issuance cf any sucn Tar~tyBonds. ~acnsi JC~ consext nus= acknowledge zkac 7 cr,rh ; --. JULAl &LL~UL~I~L-~..-..----- WLLL- zemaln in effect and shall no: be un- -p>qnn>il v wi bhhnl A Section -5.5 Accession of Junior Ller Oblisatiors ro ?ari:v Sta~us. 3y proceecrngs auinorlzlng o~iiparlonsjunlcr in =on ine Pledgee Revenues to the--- -? Boncs,- but whicn meer the reserve accumclation requir---emenzs 02 Subsection 5.33, the County may proviae for the access:ion of such junior lien obligations to c.. --2 LL the scarus of complete pariLy WL;~ cn'e 3onds and there snall Kave been file2 with 7'--ne "-irusree a cerrifica~eof an inde2enaeni Cer- tifiea Public A,,,UIL~~:.~*Cn,.rL--- meer~ng-- - ::he principal and inrerest CnVP-ano mi -= ' ------?- - . - U; ~UDS~C;LC;I 5.31 hereof, and f urtner -;nn Lhn n-. . -.. ---

5.51 that a11 pzyaezts inr~tne VP~LDES CCCOUC~S re- mlljrpd tm kr. i-12 L------..6--Lb cu uc *,r~u~y zne '~'rusteeare current as of the Care m+=", YC~~3a-u~.;3*rm,--:--- dn~--2

5.52 thrr tne Inrezes: Account. tne irinci?el Accscar and (if sucn 3or.c~ ar.e De seccred by rne 2snd 2eserve kccour.t here23 crea:ed) tne 30116Reserve Acc~unrcozcsin tne respecrive aT.>un=s wr.lc3 wo ..k-d 1 ksve bee: recuire5 ta ~e ac- c-~~clzceccnereln or. rne a of access:on ~f 5218 ;unlsr Lien o~1~gzr~or.shad cripinrlly bee- issued as Parlcy 3ozts; s~cnrzcuiits sris,' ~e s?t f~r=nin said cer-:':----c~ze.

P-ITICLS VI General Covenants Seclon 6.1 in- General.- The Counry hereby nakes the . -. ------, - - wing covenants, 111- auu;z~on KO all cther covenznts in tnis with each md every successive holder cf zny of cne 1,,;;-- 7--2--- 9- - ... .rz --- \-ArC-uL-~~~ =eii~yaoncs) so long as any of saic ConSs re- -- *A.,,=~T ~Y.-~-=-A; - -- wu&a LaLAL- A13-- * Section -6.2 Kaintenance cf the Civic Cezzer in Good C)-ne Counzy snail irs~nri~nzne C;vlc Cenzer in good ~~sn,2nd operate =he s&~ein zn ecficie~zzne econonicrl 4nzer >.-,+ 2- ,,,,-,,;:e ---6 - Section -6.3 ~zsurance. Cr(.-.?e Conty shall naintiln znre sn :ne C~vlcCancar zo the axcenz zvzilzale, 5cr r2e .-. i-lZ-- -- I--- - iro= = AAUAUCL GZ nolaers oi obl~~arionsaq.&ie wholly or &-^ ------r is ?art _'=om ~iir;.venues cz the Civic Cenzer, to tne full izsur- ale vz~uesf 211 ~uildi-cs ana- rnacblnery and equipment there:^, - -34- loss or canage by fire. -1qr.rzinq.. . tornado or wincs, 2-2 e: ccxbcsrible prcperzg asaizs: loss c: carnage by ::re-. cr hi,ar.6 other.. . coveraqes anc amoun:s cf insu.-ance, iz- clcci-5 3cb;ic liab;-::y ane canage ED groper-y cf crzers, ncr- rried by otners with respect co similar operations. Such izscrance shall be furnished eizher by one or more sclverit, re- pucable insurance companies or by an accuarily sound self-insurance program mainiained by the County, or iri par: fr~meach. :he cost of such insurance may be paid from the Operacing Revenue Accounz. All money received for losses under any such insurance, gt public liability insurance, is hereby pledped by the counry as additional security for the Sonds until and unless such prsceecs are paid ouc in making good the loss or aarna~e in. re- . srJec: of which such proceecs are received: eirner by reparrlng the prcgerzy camaged or replacing the properzy deszroyec. Adequate provision for making good such loss and damage szall be riade wickin nine:!, cays from t?.e ca-e of ;he loss. Such insc- rznoe proceecs sdill be payable ts zne County. In -he eve-: cf - zny lcss coverec by insurance, tne Direccor sh~llbe proaptly nozified of the zmount and nzzure of tie damage and shall im~edi- : 2:eLy therezfter issue a cer-"'L--lca:e to the Counry and :o :he ee outlining the damage and recorrmending whether the insc- rance grcceecs snall be used :c re?+ir cr repiace such 2roper:y . or shall be ?Laced ir, the 3.ene~al and Re3lacernenz 2eserve Accouzr. --- 4z such proceeds are 55,000 or iess and zre no: vsed by . -. the C3cnry to repair or replace ;he canaped prcperzy. =hey Erie-- be sc pl~cedin said accoun-.. -r- - rne r;rocee?s are over 55,COO. ounry skall upon receipt.-..thereof pay our such ?rocee?s for 5 i G.: prsper repairs cr replacemenrs, or r;lz,ce all cr r cf s-aci -,roceeCs in the Reneual an8 Re;Lzcemez: iteserve

The County Serrion- - -6.4 Sale, Lerse cr Zncumbrence. 1 not se;L, encznber or An any manner dispose of the Civic Cenrer or any scbstanriil ?arz :hereof unzil provision shall have been ,-tie for *e pa-ymenz of all of ;ne Bonds (~roviaed;ha; tnis Covenan: shall not be canstzaed to ?revent the eisr~osalby the Ccvnzy of prcperry which in its judqinent has become inexpeCienr use in conneczion wirh the Civic Center wnen ozner properry cS value is substizu;ed therezor). The Coucty my lease nll par= of :he Civic Center to others for operetion cnaer nrs (I)which zegcize =ne lessee .to operaze =he Iezsed s s ,oz =he beneflt of the public zo tne sane exrezt as. . if Ogerazed by the Conzzy: =d (li) which do not constirute JOLZZ nQez~hi3with, or the giving, lendin5 or use of the rzxing power '= crre_'t ef the Caur.cy ro zid any corporzrion, asscciacion, partnership or person in viclz:ion of Article VII, Se-rion 10 cf the Flcrida ~szs-,iz;lzion. NO SUC~lense snail resulz in catsing s 1985 3onds to be Inanstzizl Developmezz 3onds within ng of Section 103(b) of the Internal 2evenuo CoEe cf =he

55- *, 2nite2 Stztes under circsmstances w?.icn res~ltin a violation cf Section 6.17 heresf. 3efore eE=erinc into z?y acreenen: wit5 ary , .. person or en:icy wzich acreemezt :aqether with all ~1~~1-2:aqree- nenzs, sells or rransfers rhe use, ownershi?, possession or control of more than twenty-five percent in value of :he Civic Center, wnether or not pursuan: to Section 6.23 or this Section, t3e County shall seek and be guided by the advice of couxsel experienced in matters covere2 by Section 103(b) of the 1n:ernal Revenue Code. Section -6.5 3ooks, Records and Accounts. The Councy shall keep or cause the Trus~eezo keep proper DOOKS, records and accounts se7arate and apar: from a11 other records azc accszr.zs, in whicn conpiete and correc: enzries shall be sade of all trans- acrions relating t~ the Civic Center, to the Tourist Developmezt Trusc Fund and rne 3onds in accordance with standard principies of accountinq, and the Counry shall cause szid books and accocnts :o be audited axually as of the clase of ei~h'isczl .~esr- by az Independen: Certified ?cblic Acc~cztant. The County sk,alL ;all. . a ccpy of each such audit promptly after recei2r thereof to each member of the 3oar6 of County Commissioners, the Truscee, =he oriqinal purcnasers of each series of 3oncs and the izsurer cr .holder cf - any 3oncs who skrll have zequesced =he same in x-+5.- : Such annuzl aueit shall contzin, among ozhe: thizss:

6.51 the axsuzt cf Tourist Develc2mezt n,,=x 3roceets received by =he C2cnry, rne arnou2t of surn proceecs de- positea in =he Tourist Development Trusc ?cnc and . rhe- daze, zmunr zr,d r:a~,sferee of EEC? tzansfer frzz SZLS --.,--,,- LSf' 3ovelc2meri'; Trusf :me;-

6.52 r! statexen: showina in derail the 2evenues, ex- d peneitures ark Nez merating Revenues cf zne Civic Cerizer for the period covered by -&e audit;

6.53 balance sheers u of the-. end of the most recently ende2 fiscal Year and the prececlng E'isczl Year snowing =ne an~ur,tin each accourit crezted here~y;

6.54 an anzlysis by the accountan: performing such audiz recarding =he adecuacy-cf the acrs of the County, irs officers and ager,=s, in carrying out the +eqcircmexrs cf chis Zndenture n stzting the recorznendzzions of =he acrouctazi for any suggested changes or ki?sovenen=s; 6.55 a list of all the Icsuzance policies i;: force sh~wingthe amount cf each policy, =he risks coveree, the meof =he insuzez, an6 the expiration dare cf eacn-policy; 6.56 tke amouzt cf money ce9csitec in the Cifzs, Grazts and Ozher Income Account, :he amoun: cf mney re- s:ric=e",y z=ne doncr, crar,tor or ocner party tc ?cr?oses other =?an paymen: cf tne 3oncs and inzerest Eneresr, ("re- stricced money"), all sums paid out of said accocnz dcrinq sucn Fiscal Year and the respective amouncs of restricted and unreszric~ed money remaining in said accouc: 2: tne end of such Fiscal Year; and 6.57 the amount shown in rhe Courty's budget for the next ensuing Fiscal Year with respecr to each of the accounts in the Enterprise Fund. The Trustee and azy insurer or holder of S100,OOO cr mcre In acgregare 3rincipal arr,ount of tne Boncs snall have the rlczz zr any reasonable time to c~nscltwizh =he accountant pre2zrinq sccn ze?or=s wirn res?ect to azy and all nazrers In said rer,ort or wnicn shcuit be in said re?or:. Secrion 6.6 Morthlv O~erarinaRepcrts. Monthly operating re?orcs cf me- Civ~c Ceczer :&Ken from cne off:cial recorcs cf the County and showins Gross Operazing ?.evenues, Zxper,ses cf Opers=ior., Mainrenance 2nd F'romo~~or,,Net O?e:acinq Ftevenues, Bcnd Service Requiremenzs an2 accour.z bal~nces, sna11 oe 2::- nisned to each member 3f zne 30ard of COC;I:Y C31ili~issloners~=ne m---usreel tne origrnzl purcnasers of Escn series of zne 30~cs,2nd to ..,ne insure: or h~lae: cf zny Zoncs wno sncll recues: tne sane 7 -.L -.L .. writrns.

Socrion -6.7 cesRicnrs cf IZSD~CZ~S:. "70-..- v-.,---Scee oz ~r,suzer or bider oz nolaers cf 5100,000 cz scre in 2Sgrecs:o principal axour?z of =he 3oncs ar any time Outszantins Snz.21 nave tne rignt at all rezsonable rimes io inspecz zne Civic Cenzer and cll records, accsunrs and data of the County and the TrUs~eerelating tnerezo, ad w'-&' res2ecr to tne Touris: Devel- OPment Trusz Fund, tne Enterprise -Wnd and tne Construction Fund; Wnrequest the County will furnisn to sucn Trustee, insurer-. cr holder or holiers such financia1 sEarene3-s ind 0rheZ ;nfcZXi2~l0il~ relating to said fun6s, fhe C~cnty,tne TDurist Development Tax, "nd the Civic Center 2s sucb Trcstee, nolcer or hoiders r&y from the co time reasonafly require. Secrion 6.8 5loveos' SalzrIes. No ?art of the S"lary cf any ~ounry- cr=lc;al- - or a2ioyeo shall be caar~ed 'S~Fnst zny part of tno 3ledged ?.ever;xes xnless and only ZD the ex=ecr :he iu=ies and perforxances cf such official oz empioyee 2??er=zi~ zirec=lv =o the sperzrizz cf the Civic Cenrer, No sxcn 'alE!ry or any potion :hereof s,iall be chargee acz5nsz Availa~le To~:ist Development Tax lroceeds ocher ansucn amounrs as ma:? be Ceqsired from time to tine in the Operzring Revenue Acccsn: '"aer Su~seciion4.31 hereof. - Section -6.9 No 9ixinc:io~ cf Rlchts. The C~unryshall ter o +:y corzracr or caz:.-aczs. ~crcane szy +crio~, -. . , resclzs G: wnic5 mi~rz pi: or cln;zrsb :he ri~r.rs of the cf :he 3oncs. Section -6.10 Fidelitv Bonds. Svery officer. age:: or enr~loyee cf ;he Counry having cus:ocy or conirol cf azy of the Pledged Revenues or Bond proceeds snall be bondee by a responsible corporaie surery or under a self-insurance plan in an +mount - not less chan the preaiest amount reasonably anzicipazed to be within the custody or control of such officer, agenr or employee - a: one time. The premiums on such surery bonds snall be paic by the Counry as an exaense of operazion.

Section 6.11 Satisfaczion of Liens. The Courry shall, from money An ine -.Tcurls: Devolspmenr Zrus; Fund, :he Ccnscruc- :ion Fund or ;he 2n:erprise F~nd,from time to rime luly pzy and disciarje cr cause :s be pric and Cischarged all ;axes. assess- ments and ocher governmentni charges. if , la~-u~l:--y is2osec cpon the Civic Center or any part thereof or upon ;he ilecged Revezues, or any part therecf, cs well as any lawful cLaims for labor, marerials or supplies which if unpaid micht by in: become 5 lie- or cherpe -,on tne Civic Cencer or :he Pleiged Bevenues sr any ?a:= =hereof cr which r,ipnr i~pairthe securiry cf the 3occs, exce2r wnen said Cocnry in gooC :ai-,-Y conresis irs iiab:rrry. . .. . co ?'Y ?'Y the szme z sixzy (60) drys cf rhe eve:: g:v;nq. . rise zs "RY such lien, charge or clair~.

.ll Secric? -- 6.12 ?ev~ezrs rs Sczf5claers. . ?ayn2zrs f211izS Cue cn =he =sncs- 2;: ?r:nc:?a_ rnd ;nceresz snrlL be ma=? -'Om the F'lecpel Aevenues or, ar =he cprion cf r5e Cocr.ry, 5rsx 0th~legally aveilabie revenues, ~3 -he holders rnerecf when Cue at pzr. an2 in accord~ncewiin =he rer~ms herec2 and cf the 3oncs and all charges made by tne Tzusiee an2 rile -,aying ageni banks shall be paid by tne Csunzy oui oE funks leczlly availrble there-

Section 6.13 Zxistence cf CZLZT~. n-he Couczy. stall Qintain 2;s corporaie-, ~aenzziy and snali riiake no arzernp: to "use irs corporate existence :3 be abolishel. Section 6.14 No Loss of Lien on Revenues. The Counry - - - Sh+lln3t do, or ~rmrro tic, or suzier :o ~e ccne. Oi omitze5 ~3 be esne, rzy -:re.- or z.i.in9 whatsoever vherejy the -:en-. o-C .C'-3e io?@s on --le sledged Revenues, or zcy p+rt -,hereof, cr the r'c~ity thereof, ci~htcr c~uldbe losr or L~2zired.

Secricn 6.5 3irecror. LL-c being zecocn.ized by the rs of zne -Scnds an ~y the Counry ttar efficlect and CP~nanageneni and operazion of rhe Civic Cenier is essez-

. - - -38- +,,a1 : to tke financial success therecf and to :he seczriry cf the Zoncs, the Couzry ST-., - re~zinen Fncivicuai (=he "3:recz~r") cf rec~cnized ex?eri~nce an2 coE?e=ence iz t,ie operzzi::~ of larue -;xblic ,zc:llcies,C '7" shell noEify :he Trusree in wrl~lng. . wirhin 30 cays of each occasion when 2 Direczor is retainec, anc :he County shall consider all recomrnenaarions of the Direczor. The Direcror shall be recained a: such reasona~lecompensation as nay be fixed by the Board. of Cocnty Comissioners and the 2ayment cf sucn compensation shall be considered to be one of the coszs of cperacing and maintaining the Civic Center. The Direczor snzll sub- mit to the Board of County Corznissioners such recommenda=ions for naintenance, insurance, operation, re?air and. promorion as the Direczor nzy from time to time see fit. Section -6.16 Annual 3uca~rs. On or before sucn dace as may from Erme zo rime De provraec ny law fzr Fre2arar:on 2nd. pzesenratlsr, cf tne C~un:y's ~uSget, zne Cour-,;'~ snail reqcire tenzacive oucgers for zne YocrFst 3evelopment Tr~strcnc- - ezd tnr LRterprrse- Fund to oe prepared and presezrec co ~he3car6 cf County Cornmissroners. Said buoqets shall meet all cf tne re- cuiremezis of SeeZion 129.03 of tne 'lorida Statcres azc snzll be covernel generally oy C3a2ier 129 F.S. 2s the same rizy from zime cline De zzenoef; provice5, tnz: 15 sucn law snoclc oe re?ezled cr amenaed =o ro5ucfi suascanri~llythe ri~orof tne oxd?er:nq Process prescri~eetnereDy, tne County sha11, never=neless, can- +,-&n.ie t~ csiqly witr, zne provis~onscf said Che?c=lr 129 2s In effect gn tne Care cf aellvery of =ne Series 1985 3cnCs es sz~5 law sii~llzzve Deer, amen6eS cnly by arner,cner.=s wnicn dc, not re- ;,.L.CEI s~cnriezr wirn res2ecr zr, t2e S~d~ecary?roceCcre fzr =,is :2:ezpzise- ?irnc and tne Tourist Develspnenr Trrsz rcnc.- - Sucr: ZExual buagezs shall zroviue thaz 211 of tne Pricrizy Zxpenses ci O?era~ion, uinienanc~end Promotion shzll be paid from O~erszlnq -nevenues excepr char rnere may also be incluaed in rne ~uage~for each Fisczl Year in which the Board of County Commissioners determines that Operating Revenues canno= ~e maoe snf f iciecz to Pay all Pziozity Expenses of Operation, Mainzenance and Pro- motion, an amount cf Tourist Developmeat Tax ?roceeBs not exceec- Lag in any r"Fsci1 Year the sum prescribe? by i',ne - Tourist.' Developnenz Plan rs in effect upon the issuance of the Series 1905 Bonb in order to eliminate any deficiency in money avzil- "ble to pzy Trioriry S~ensesof Operation, bkintenance and "ro- mction only* Szid sun Is $400,000 or 1.74% of the unounc o: =ne Tourist 3evelc?menr Tax collecrions rezlized &ring the mcsz recenzly coqlcted Tisczl Year, wnicnevez is treater- Sa~d budgets my pzoviae thzt Ozher Zxpenses cf Dpe-ra+ion, ?Lziz.in-.enance snd "r~not2on u:i,.* .) be pzi6 :=om any available sources sub~ecztc adequari~ pr3vis:cn- fcr txe 7e-yinenz of 211 suns zeqzirel zo be Pais into zne ,i?teres: Accour,~, cne Principal iiccoczr,.. . rne 3322 ireserve Account and for ?aymencs due to a CzeCit Facrllry. In r.9 event a any Icen of Expense of Operation, ~aizrenancecr +'% a ?rorr,otis:: be an item of ?rioriry Sx?ense of O?er2-,is?,, yzi-- :exance and Promo~ior~ur.less tne 9ayaen: cf SLC- izer, is --z-4 ,-,bsolc:el:. necessary to keer, che Civic Ce3rer cperacing free cf liens, to sacisfy ~ud~merizsacainsc tne County paya~lefrom the Pledged Revenues or to pay promorion21 ex?enses deemed essenzial in the writcen opinion of ine Direczor and the Board of Co~3ty Cormissioners of the Cour,ty to artract convenzions and other users of the Civic Center. The County shall qive notice cf each buaget nearing :o =he Trustee and to any aondholaer or insurer of Bonds wno may have requested the same in writins. The Trustee and any Bondholder may appear at the hearing on the proposed budget for the Enzerprise Fund. . and be heard, wherher or not such Truszee cr aondholaer is a cltlzen of the State of ?Icrica cr of Orange County. - Section -6.17 lnrerest on 9oncs to Serrrair. ?EX Exerr.?:; Arbitrage. Tne County recoczlzes =ria= cne ?urcnasers ane nolders cf znzse 3sncs which are szld. - as Sezrizg inrerest whir?. is exezpc frca federal income =axes w~ilnave acce2red then cn, and paid therefor -a price wnich reflects, t.ie unaerstancing thzt Fnreresc theresn Is so exex?: cnaer laws in fzrce at the tine seid 3onBs srLall nave been aeliveree. In chis connection the County acrees =ha= i-, shzll -taite no acrion w,?ic,i aay render the in~ereston any of said 3oncs subjet-, to federal income =axation. ?rior. . to or csnteri,pcraneo~clywitn =he ceLivery of any 3oncs, =he Cna~rr~anof-- zne Sszre of C~unzyCor?,r,issFoners cr =he Csunzy Czizprrsller ST.~-- exec2re an Aro~trage. . Certifica~e cn SeFzlf cf =he Csunry res?ec=- Fng tne investme~z of zhe proceeds cf the Series 19e5 Zoncs. saif cerL;=<,,,,ctte sha'l~. ~e, a re?reser=tzzisn anc cerr:::c~ritn. -. cf Ozan~oCz~czry, and rn executed co7y therecf snall be filed with , . C'-?e Truszee. Whezher c: not any sucn ~nves=inenris reszectec. . by e&he C~czz;~,the Trnstee shall not knowingly invest or szrz-t:szze in t5e invescnen: of any money held by Iz hereunaer which irvest- . men; wozld or reasonably xighr, in the .qood faith judgment cf =he mrustee, violate or maice czcrue any 02 the re2resezzatio~szaae in said Arbitr.age Cerzificare.

. , Section 6.18 Tourlsr Dovelo~mezz Tax to Xena5T! -.iTf ,--ect.?cr Tne Counry shall~eepine Tourisz Developnez: TEX ln - full force and effect, and shall nor reduce the rate cf said tax -; nor the bzse cpon which it is iiz~osed. If for any rezson =he .. =:.ouris= Develo?nec= Tax Orcinance Is iound'not ieszlly scf2cie~: L: ;.- to produce the 5x11. . enounz c- Tourisr Developmeriz Tax 3roceeds which such tax rdgcr ~rococein or6er to me= all tne- reqire- cf mez?=s :his Ir?denrure,-. t,ie Couzty-. shall adopt suck- - anenczrsr_a 3: =e?Lacenezt cz=:iirnce orarcliiances as zay be ezzeczive 23: th~t?rr?cse.

Section 6 9 Direct Taments to Coc~tv3c~csi=2rv. cn - -, -. - - -=le co.~~=yre?rese-=i=s =ria= ;r nas c~recreccne Trs?er C=Z:C:Z~S

C - -- - -40- cf the Florida Departmezt of Sevenue to ~akethe ?syner.ts cf I'P-.suris: Develspnent Tax Proceecs cue zne Cscnry frsn tine =D =imp ro the Csc~tyby 2ayinq the same zo a Cscnry De~csizary (v~ic.". shall be :he sane bank as :he Truszee or an Affiliared bank wnenever the Trustee or one of its Affiliated banks qualifies as a county depositary) for ae~ositin the Tourisr Developme-: Trust fund of the County. Sucn cirecrion shall remain in fxll force and effecr s3 long as any Bon5s are 0u:s:anding hereunder. Said County De~ositaryshall be and is hereby required co turn such money over to the Trustee as receivel, and the Trustee snall apply such Tourist Develcpment Tax Proceees as required by Arricle IV hereof. The Board of Counry Corrmissioners shall aaopt all necessary resaluticns, make all necessary a?propria:ions, and . . aczhorize all necessary warranzs r,ror.p=iy to comply wlrn rne foregoinq 2rovisions.

Sectis? 66.0 NO Ad Valore?. T~2xes. rn,he County snall nct be obllqszeC c=, levy an:^ ad valzrem =axes cr to zase or clverz moneys frcn any general corporzce funds of =ne tounry for the ?aynenc of tne pr~ncipal of cr inrerest on tne 3oncs nor snail. - tne faith, creeit or qe9eral taxins ?owe: cf sai2 Coanry be deexed aleaged to such paymen:; proviaeti, that if and to wnazever . - . _I - C exZen= said Councy vclun:ar~,y avalis izse,,. . of an6 recelves zne Services and facilit~escf :ne main exz~b~tnall cf tne Civlr Cenier, it snall pay f~rsucn servlces and facil:ties accsrdinc 3 . -zne Courty's es=zblisneC rzre scneCale, a zne azoczzs s3 Wrc snall be incluaec in zne anounr of Cr~ss0pera:in~ Zevenues.

- - - - >LeC3ed neresnae: ro be naae in Ls~fclz3ney of tne UeZd SZ.ZZn3 cf A-~erica an2 will ROC accepr as symer,: any of the 3oncs, c:

Secrior; -6.22 Recorcation of Insrruments. The Cocnry Shall cause chis inaent~reanc 2-1 supiemenzs- - and amenemenrs nereco and theretc, as well as sGtn o:hez securlry inszramenzs, EinzncinS s-.aremenrs, cocrinuzricn srazemezts and rll s;?pleiner.rs C~"erezo ' and otner ins=rurnen:s as my be required fron time to beto ~e kept recorded and files in sucn manner and in sucn ?laces as rzy be ;eq~i;e.? by law in order to fully preserve and IJ:otect c,?e secxrlry of =he noldezs and owners of tne 3onds an5 =he richrs sf the Trustee hereunder- Section 6.23 kerztF3.n Sv A~thcritv. --,ae Con~ryzay iny c5 2:s 03lrpzti~zsand respcrs~o:lrries wi:h snssecr- t3 L. -. . i"e Civic Cez~er2ezfozmee by azy ax=nority wzir5 is a ~ol:=lctl . - SQbCivision wrAcn nay be duly creazed Sor rhac p~rposerz sucn a'Jthcriry nxaer~akesin wrizi3g to be Sound by this Inaenzzre in 129-A ,,T T, . cperazins, nairzaining and ?romorin~ the Civic *AL- L---. Cexrer, an6 if the Cou-Zy reraics scf5;c:enc con:rcl z? enfDrce corr;?li~ncew::h rt~sIndent;:e. A-y s;cn al------:v- --I" - ---IL,C~ exe:c:se ;zy ::gn:s qra~~zecor re:a:xec :c cr sy :ne Cocn-y 1- :-2s I-de-- e zs rne exrenr lawfully 3rovrce6 oy :ne 3ca:c of Cscnzy C38- ili:ssioners.

mm-AGE'" VII Events of Default and Remedies Section -7.1 Defizition of Events of Default; Remelies. 2: one or more oi tne follow-nq even:s, ne:e;n czLiea ~venzsof Defau::", snsll happen, thar is ro say, in case:

7.11 default shrll be made in rhe paymenc cf rne pri.2- ci~alor recenp~ior,price of any aond wnen :ne szae snail Decome due and paya~ie,elzher zr aazurr~yor by 3roceec:n;s. . f~rredexpcion or ocnerwlse; or

7.12 dezault shall be made in the payment of iny in- s;allment of interesc on any Band wnen and as such ins=+l?- menz of inzerest shall become cxe enc payaole: or

-1.13 default shrL1 be made oy rne Csur.:y in the ?ayment of any iegcrre2 carzziouz;on zs a s2eci~lsuzaccsun- rn c?.e ?rincipal Accounr or ic =.?e performance cf 8z:i s~li- czricn in respec- oE iiie Bonc Reserve Rccour.~azc sq---CIL... iie- TcLlr- - ,, szzll conrlnue 2-r 30 ~ayszne:ea$=er; or

7.1: the Cacnty 1 sell, mo;-.szge, eis~csec5 cr enccimer =ne C-vlc Cen:er cr eny z znerecf, exce2z as 3ZO"vAaed ' in Seczlon 6.4 of =his Lndenrcre; or

7.L5 the Councy sh~ll(1) acmi-. in w - - L- .. Y izs in- a3ili:y zo pay i;s aebrs generzlly as tney beccme cae, (2) file a petizion in ban~ru~rcyor raKe aavanzage of any in- solvency acr, (3) make an assignmezr for -he benezit of i-s creCi;~rs, (4) consenr to tne appoic+sent of a receiver of icsel: or of rbe mole cr zny su~sr+n~irlpar: of 2:s 9rop- ezty, or (5) be adjuZicared a bankr~st;or

7.16 c couzt cZ cln?ete-z ?uzisc~czion- - srzll e-ter cn order, jucpmec; or decree z?~o~ii;ing a receiver of t3e h-ocrist 3evelc9ner.t Tzcs; :usc- or e Civic Cesrer, or CZ tne wnole of any scbs:znri2l prt of %he Cor;ntyls properzy, or approvinp z pezition seekizg re~rc+nizzzionc2 =?e C3unry under me feeeral banuru~rcy laws or any ocher clplrcasie law or szatuce of zne Snzre2 Szazes cf A~ericaa= zne 5:a;e 02 rlorila, 2nd such order, juc~ezror decree snall nor De vacared- or set aside c; scayed xi+-in 60 czys fzcn :ne czze tne eczry cneresz;- cr - -42- 7.17 under cne ?rovls:c~s of any ocher law fsr tne re- ,le:.I - or ale cf de~zsrs,ary cocrz cf cDz?ecez= ;cr;sd:cr:c~ sr.all assume cuscocy or csnzrol cf the Tourlst 3evelopn.enz rn,rust 'und or the County or tne Clvic Center or of tne wnole or any su~s~antialpart of the Coczty's properzy, azd sucn custody or control snall not be terminated or scayec wicn~n 60 cays from the date of assumption of sucn cxs:ocy or con- e,rol; or

7.18 tne County shall default in the due and punctual performance of any otner of the covenants, condit~ons, aqreemezts an6 prov2s:ons containec in tne Bonds or In :nls Indenture on zne ?art of tne County co be performec, and such default shall continue for 30 days after wr:tzen nctlce s~ecifyingsiicn aefaulr and re~uirlnstne saze to be re- nedlec stlall nave Deon 5iven : che Csunty ~y tne Trzscee (wE~cnmay 5iv7e sucn notlce wnenever ic aeternlnes tna: sucn a aefaulz is suos:sE:ng ana snali glve sucn Rci~ceat zne written request of the noiaers of ncc less man 25% In prln- CL~ELainounr of the acncs tnen Oc=scaneing);

:hen in eacn and every sucn case rne Trustee xiizy, 2-2 cTon zne wrltcen request cf tne holders cf 255 In princrpzl sour.: cf zne 3cnes ~ffecredby rhe Zvent of Defaclz 2nd tnec Octstzne~n~nere- un@er snall, ?roceeC to ?rstoc= and e~forceFcs rlfnts and tne r--c.zzs , cf zne nsiaers cf zne 3cncs by a sciz, acx~sr.cr s2ec:zl groceeCi ng in equity or 2: law, ~y riandamus or oznerwise, e~tner fcr tne secific -,erferrr,axce. - cf any ceor zgrec,rr.e-= c=;?- --.Lclne5 nerein cr in elc sr execztrzn of eny ?Due7 here:?. cranzec c: ,orC any ezforcenenr of aEy pro2er leg21 sr eqcF=a=le re~ecy- - as the Tzcscee, being acvises 3y cou~sel,s?.".rll aeea rr.2~:: ezzec--.-'+u~- ro prorecc and enfcrce zne richts aforesaid. During the continuance of an Event cf 3efault, 211 monies received by the Trustee unaer this Inde~turefrom cne Coun~y,from Lie Tourisr Developmenr Trusr Fund or from any ozher source snell be-zpplled by zne Truscee ,~rstt ' to the pajmezt GZ the rezsonzole and proper charges, expenses and Ilabilizles ?aid Or inccrred by the Truszee and holders of =he 3oncs (iz=hcin~ -eesC cf atrornevs,- enqineers- and other consultantsll zr,2 tnere- ~fter=o =?re 2apezt cF ?rincipal of and In=eres= cn =he Bones in accoiciance wit3 the iezz cf =his Zndenrure.

Section -7-2 Notice of 3efzuLt. The Trzszee s'r,all witkin 90 cavs- zfter =ne occuzrence of 2n Zvenz of 3efaxlt, nail ED 52~=o.neholeers z= the a&eresses shovn cn tne 3cn6 2eciscer 2nd to any Insurer cf Boncs wnicn were insured when issuee norice Of 211 Sven=s cf 3efault known to 'Ae Trus~eec~less sucn ae- -atl:sL shall tave been cxred before the ~lvingcf SUE:: nctice; -

-43- proviaeC tnat excep: in :he case cf defacl: in tne gayae-t of pr~cclpalcf or pre-ic-, if 2ny cr :z:eres: cz any of :ne 3cncs. Lne Trustee snail oe pr5:ecrec 2- virz~zltingsucn notrce 1: znc sg long as tne board cf crrecrors. tne erecxtive cs-~:t:ee or a zrus; cornmitree of cirecsors and/or responsi~ieoffrcers of the Tr~sreein 4301 Eaitz aere-nines that rne w~rnhcld~zgcf sucz nor~ceis in :he best interests of tne 9ondhoiders.

Section 7.3 Terzination of Procee2incs bv Trustee. -,, - -0 case any proceecinfs taKen ~g the Trussee on accounc of rny aefault snall have been discontinued or abandoned for any reason. or shali have been aererminec zcverse?y to the Trustee, then ane in every such case tne Cour.ty. rne Trustee and she BonZhoiders shall be resr~redr3 their forner posirions and ripnrs hereunder. respectively, and a11 zigncs. remeeies and powers cf rne Trustee shrll concinse rs tn3ugh no suca proceecrng sad been tanez. Sec::=n -7.: ?.F=-zs cf 3onCholders to Csntrcl ?rsceee- incs. Anyrc~ng 13 chis -naenczre co zne con:rary ns-.wlrnj;anc- -Anp. the nolaers. or an insurer, of a mzjority in 2rincrpcl anoc~zcf rne Bonis tnen OurscanEing shall nave rhe rrpn:, ay an inssrusent in vriring execusec en6 del~veredso tne Truscee, to c~rec: me mezhod and ?lace sf concuctinp all rerneeirl 7roceed- rnfs to De =aKen ~y tne Truscee here-n5er in res?ect t=L :.?e Bonds: 7r~videCsnzt sucn Sirecr~onsnrll nct-. De osnezvise rnc- In acc-.rkncr wirn law 2nd. =no 'Irxs~eesna-, be inaer;..r.ii~etza 1zs saz~sfacz~enacainst tne cos=s. ex?n?.ses 2nd lia~F1~t~esrs ~e 1ncxrres rnere~ncr tnereDy.

Secr~zn7.5 ?.ic:?r cf 3cn2kolders to IzstFr::ro 5:::. - - No c~laeraf zn-y cz- tje Eiorcs sna-- nave tny r:gr.z :a insriz-re any s~ir.actloc cr proceecinf iz equizy or az law :or tae execu- rion of any sruss herenncer, sr for zny ctner remedy nereunier or on -.he BDZCS uzLess SUC~nolaer previously s.hll have civen to she Trcsree wrircen notice cf zn Event of Defaulr 2s nereizabove provided. nor unless tlso tne holder. or holders. or an insurer. of 25% in principal amount 05 the Son& then Ozzszan5izq shaLl have zisae wrlisen repuesc of -,he Trusree nfzer the ri;nr.ro exercise such powers, or rignr of ac-ion. as the case nay be, snall have accrued, and shall have afforded the T~ilsieea reasa:,zble 02porzcniry eitner to proceed zo exercise the powers nerein~efcze graced, cr ro instizcre such aczion, scit. sr proceecing rn irs name; ncr unless, also, ihere snzil Lave Seen cffere5 ro r,?e m,--~s=eg se---;- --AALy and inde.nr.lry seticfaczory co iz agai~szzae coszs, exsenses and Ilt~'l;-;---hies to be incurred therein or =nereby. md zne huszee sze11 .%ve refused or neglecsed to csz?.lly. -. wi=h sucn request wirzin a. r~esonable. - cine; and sncn mcrrLCZ- f - hrr repues: anl ofer cr rncexiity ire 3ereby declare6 in every sucn case, at the aprion of =he Trustee, to ~e coneitions ?re- cede-~ ED tne execution of any otner remeiy here~ceer;rr being understood and inreneed trzz no one or rcre nciaers cf tne 3cnts snall have -any - ::?fit ir. any rr~anner wnazever oy r.,s cr =?.el: c' c' ,,,or,c- . r~ arzect, clsturb or ?re:ud:ce :ne sec:r;ty cf znls IF- denture, cr :o ezforce any riqnt hereunder, except ~n zne nazner herein provided, and that all proceecincs at law or in eqx~ty sr.all be instituted, had and ma:ntained in tne canner here12 provlaed azd for tne equal Denefit cf all holders cf tne Out- standing 3oncs.

Nothing in this Article VII contained snall, however, affect or Impair the rignt of any 3ondholder, which is a~solute and unconciitional, to enforce the payment cf the principal of and Interest on nls Bonds out of the Plecqed. Revenues or specral accounEs provlded far such ?aymer,t, or cne oolicacion of tne County to pay tne same, oct of said Pledqed Revenues cr specral accounzs, at :he time and place in tne 3on5s, rf azy, expressed. Section -7.6 Scits bv Tr.,!szoe. n-1 riczcs o,C ac-,Fzz cnder this :naer,=c:e, or Lnce: iZy of Lne Bonds, enforcea~lr~v tne Trustee, may De ezforced ~y iz without rne possession cf azy . . cf tne 3~~5sor rhe production tneresf on he zr2z.L or ctner. . proceedinq relative CAeretc, and any sucn scii, or proceec::?, ~nsz~turecby tne Frcstee snall be aroucnt in its nane for =ne razi~lebenefit of tne hoiaers of zne 3onds affeczed Dy sccn s::: cr procee6:n~, su~3ectto rhe zrDvrslDns of rnis Inde~zure.

Secrio;: 7.7 ?.orne=ies C~mclzrFve. No renedy nerel-? c~nferredupon or 7reserved io i3e Zrustee or to the ~onChclcers is ~zzencedz3 5e exclxsive cf any otner renecy or rer,eS;es, azc each 2ar.a every sucn remecy sriill be ccm~lative,and sr,zll ~e in ccc=a every oiner remedy given hereunao: or now or neze- ~fzerexiscinc a= law or in equiry or Dy statute.

-.c Socrion 7.8 P.mli=atio:!- of Monevs P.f=er Default. ,, cn Svezt cf ~efaxtsna-L haspen and snall nor nave been remedied, the Trustee or a receiver appointed for the purpose shall a~plyall Pled~edFteve~nes z.s f~llowsand in =he fcll~ving - -- . . craer : -. -

7.81 Ex~ensesof Receiver an2 Trustee - to the aymenr of rae --.rezsana~le and ?roper cnazses, ex- pezses 2nd A cf zne receiver and Trstee hereu~dor;

- - Maintenance azd Promorion but cnlv- zo the extent required unaer SeczFon 6.16 herecf; 7.63 incr Reciem~t:on Price an2 :-tor- -est - to tne 2aymeEz 01 =ne izzeres: anc ?r~nc:?a, or redec?tlon 2r;ce tnen cue cr. rne Soncs, as follcvs: cf 7.631 Unless the principal all tne-. Bonds shall nave beccne cue and paya~le,2,- sucn moneys snall be a2slied as follows: first: To the payme~t to the persons e9tlxied therezo of all ~nstallmentsof ~n- terest then due, in the order of the maturlty cf sucn ~rstallrnencs (with interes~on ae- faulted installments of inzerest at the rate or rates borne by the Bonas with respect to wnicn sucfi inrerest is aue to tne exreor perm~ttedby Law), and, if tne amounr avail- a~lesnzll no: be scfficier,: to ?ay in full any pzrtlczlzr izszallaezz, =hen t~ the say- ment raca~ly,accsrcing to the amounts cue cn sucn instsllment, to he persons enz~zled tnereto, w~tnour any iiscrir-,~nzticncr pref- ere~ce. --- c -.some of tne Bonas bear ir,teres= payable a: clrzeren:-- ~ntervalsor upon Cif- ferezt iazes than April 1 and Ocrober 1, and if at any time money from tne Scnd 3eserve Acc~czzmcsz be csei :o Fay my sucz izteresz, cne noney in rne 3ana 2eserve P.ccocn-, snrll be a?plied (to tne exten? necessar:J) ro rne 2a:;ner.r cf ~llizrersst fcllrns Cxe cz -&-.e .. ~atesc2oc wzicn sc=? :zteresr is szyable zs and incluC~ngzne 3exr sucreeCin5 Oczs~er 1. arrern - sucn Ocrs~er1, money In tne 3026 Fieserve Account plus any ozher money avail- a~lein =he Lnteresr Accoanr snall be ser asiae for rne 22-mect of Inceresz on Bonds cf eacn class (a class consiszing of all Bonds payzble 2s to inzercst cn tne same dates) $TO za:a mong 3oncs cf tne various clzsses on a Caiiy b+sis so that there snall accrue to eacn 3ondholder tnrou~nouteach Sinking fund Yezr the same proportLon of rne toial inrer- er", saya~leto such 3on2hoirier as shall so accrue to every ozher Boneholder uuring said

year. 9s to any Con2oand Icreresz Bond, sucn ' interest shall accrue on the accrered value cf such 3ond and be ser asiae on a caily sesis cntil tihe 3exz se3iaznii~1coirqoun2ino ate foi such 3oncs, wnereu?on it sna'l be paid to the owner cf such 3ond as lnteresr on. a defaul=ed cblicazion and o~lythe unsaid pcrzicz ccf sach Fzcerest (if ar.y) shall be . - zreazec as princ~szicf szic "o~c. secznd: zo tne payrnez: to the persor.s entlzlec therezo of tne unpaid prlnc~pal of any of tne Bonds wkicn shall have Secane cue at naturlty or c7on nanderory reae~,pcion prior to ma~urity (other than 3onds called for redemption for the paymeEt of wnlch moneys are held pursuant to tne provisions of Arzicle IX of this Indenture), in the order of tneir due dates, wlth lnteresr upon such 3onds frorn tke respeczive daces upon wn~ch they became due, and, if tne amount availabie snal1 no: be suffic:enc z~ pay in full Bonds cue on any particziar date, toqezner wltn sucn interes:, t2e2 to tne payment zrrst-. cf sac? interest, ra=sDly acccrcin5 zo tne aaounc of sucn inreresz due on sucn daze, anc cnen to che payment of sucn principal, ratz- bly acrorcing to zne asouiiz of sucn princ~pal cue on sucn caze, Zo cne 2erscns enzrtled tnerezo ulrnout any ciscr:ainac~~n or preference. If some of rne 3oncs mture (inclucin~ ntn~arzry reder.2rion prior to nazurity 2s a ---,.,:A,rc,--,iy) - upon a b---e:ent;:" Cace cr &aces =:an 0c:c;~er 1 cf eacn year, and 12 at any txe zoney from the Sonci 2eserve Acc~untzust De - - ,:see say any sac: ----r---- - e2e, Y- -..L- -JC- -C ---a I Y zne zs3ey in tne 3snd 3eserve Acraun: not re~~i=pdto say 'n-=7est under paracrapn first aDove sri~ll be t~plied to rne exzent necessary ro rne paymen: of 211 ~rincipal fzLling due on tne dares upon wcich sucn princi~al is payable to and inclu2icg the next October 1. Afcer sucn October 1, money in the 9ond Reserve Account not required to pay inrerest pius any other money zvailablr in :Re Princial Account snall be set rsiae f~rtne 22-mect of principal of Bonds of each class (a clilss consistins of ell 333b pay- s~le2s tc rincipel on =he sane ) pro rzra =or~g 3oncs cf the ozriocs clzsses ukich izarzre oz nzst be reaes~e6 pzrssant =o mnCarory reaeqtlon ?=ID= o rzzurity A,nroucjkoct each 30x16 Petr In such 7roporricn s . o, tne tzzzl ~rinci~alpyable cn ezch suctl son6 as snall oe eq~alaiong all classss of Zonds ssaruring or subjecr zo nandatory re- aexr,cion within sncn 3snd Year. All accreted - I.,,erescI n- cn a Coz?ounc Inreres: 3cnd (exceFt cm- LI.CL-es=,--07 x21c1 sns---. nave ~eez?aid cnaer paracrz=,r, first nerecf) st..a,,. . De zreaceC as Drlnc:?a,'7 :or ?cr?oses cz znls paracra2E second.

-2:,--A - to the paynenc of the reden~tion premlum on and the 2rincipal of any acncs calied for optional redemption pursuanz co their Eerss.

7.832 If the principal cf all the Bont2s snall have become cue and payaaie, all sucn moneys snail be applled t~ the paymenc of :he pr~nclpzland inreresz tnen due an2 ur.2aid cpon zne Bonds, x~thInteresz zneresn as a- foresald, vitnout preference or ioiyof pr~ncipalover rnteresz or cf inzerest over prlr.c:?ai, or of any ~nsczlimeztof inceres: over any otner installment of interest, or of aEy Bond over any ozher Boncs, -~~a~-y,--- accortin~to the anounts due res2ectively for Fr:nri?al and interest, t~ tne Fezsons eczF- :lee C,nereco w:tnouz any C:scrx.iaa=icn cr ,,--ef erence.

C~ncer-in: the Tr~szee ... Section 8.1 Acce~tzncebv Trzsree. The ~~rt~i1Trzs- - - - ,,neasz Sank, toe re3resen'~s- =hat it . nas. r Drancn CZZLC~cf So,*-' K.A., in Orianac, rlor~ca,- and chat said bzancn cffice Is a q~alifies county aeposirory for Orange Coucty cnaer Seczion 136.02 cf he ?lorica Statutes, and acceTts rhe rrusts hereby created, bur ocly u2on the terns and consizions set fortn in =his Article. - -. Secri~n-8.2 Performance of D~tles. The Tr~steeshall, Prior to an Sver,t cf DelauLz, and after zne curina of all suc3 zvezts- cf Dcfaulr wzich my Pave occzrred, performd such duries and cnlq such C~tleses are specificzliy set forzn in =-is -~ncez- ccre, cslzg such care as s corporate rrustee oreinarily wouid use 2.n 2erfcrning crusts unaer a cor2orace inciezturr. n,no Trns~ee 1,curing the exisrence of any sucn Ever.: cf Defaulr wiiich =s nct been curec, exercise such sf rhe rignts and powers vested in ir ay -,.,,s k; Znciezture, an@ use =he sane ae~reecf care and ski11 in =aeFr exercise, as a pruaenz Pin wonLa exezcise or use Qnaez tne circnmscances in the conauct of his own aff~irs. No provision cf th~sInaezt~re shall be c3r,strued to zel~cvf the Trustee from lia~llltyf~r iEs own nealigent act:oE, its own neqllgent fa~lureto acz, or lts own willfa1 n~sconcucz, except that :

8.21 Prior to an Svent of Default hereunder and af=er C,he curing of all such Events of Default wnicn may have occurzed: 8.211 The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable excepr: for =he performance of such aucies and o~llga- tions as are specifically set fcrrh in tnis Inaenture, and no implied covenanrs or 0~1icarion.s snall be read into this Inaenture acainst the Trcstee; and

8.212 In the aDsence cf Sac! faith on r3e part of tne Trusree, tne Truscee may conclusively rely, as to the truth of tne szaremezts and the carrectness of tne opicions expressed =herein, upon any cer-4,--,cate " or opinion furnisned to tne Trustee conforrn~ng=o =ne requirements of =his Inaexircre; but in tne czse cf ar,? sucn certificaze or o?i~,:on wnich by any provis~on hereof is specificzlly require?-. . to be furnished zo rne Trustee, =he Trilstee snz-L De uncier a cuty zo examine me same zo cietermine wnether- or not it c~nformsro tne 'I - -em-?- ,,l,,menrs -D of tnis -naentcre.

8.22 A= cll rimes, zegazS~csof wne=he= or no= any Evenr of Default snall exist: 8.221 The Trustee shall not be liable for any error of jusgmenc made in good faith by a responsible officer or officers of zne Trustee unless ir shall. . be proved triat tne Trusree was ne~ligent13 EscerrElnrns tne perzinent facrs.

8.222 The Trusree shall not be liable with reqect to any action. taken or -orr,Ft-,ed TO be-. take2 by iz in good fzith in accordznce ith the creczicn cf ~?e noiders cf not less zhan a nzjozlty. -. (cz such larger percentage as is ctnerwise spec~zlczllyse~iied by rSe terns hereof) in aggregate pzFnci2l zzaouzz of 211 tne 3ones at the time Ouzstanding.

8.23 None 02 the provisions contained in this Indenture shall require the Truscee to expend or risk its own funds or otherwise incur ineividual financial liability in t3e performance of any of its auties or in tne exerclse of any 'of its rigncs or powers. ! E.24 The ?ermisslve riqnz of =he Trustee t~ 6s :zincs cnumeracel In =his Indenture sriall no: be c~nstrued as a duty and the Truscee snall not be answerable for ocher than its neqligence or willful default. The Trustee snall not be required to take nocice or be aeemed to have notice of any default hereunder, except failure by the County to cause to be made any of the payments to the Trustee required. =o be made by Article IV, or to mainzain the insurance required by Section 6.3 hereof (as to the types and amount of whlcn the Trustee may, in good faith, conclusively rely on a certificate furnished by the County) unless tne Truscee snall be specifically nocified in wriclng. . of such default by tne C~untyOi by rne holaers of ar least 25% in aggregate prin- ci2z.l amount of all 3oncs tnen Ou~szancing,an2 all notices or other instruments requirec-. by :?,is lnaenrure =o be ae- livere6 to zhe Trascee, must, in order co be effeczive, be aelivered at cne principal office of the Trusree, and in cne absence of such notice so deliverel, the Trustee n;ly conclusively assume there is no default except 2s aforesaiZ.

8.25 At any and 211 reasonable zimes, the Trustee an? its culy aritbzrlzee agerts, etzorneys, experrs, engineers,- accoznrznts and re?resencacives, snall have =he riyz zclly- ro ~ns~eczany and all of tne Civ~cCenter, a2~boo~s, a and rec~rcs of the Cousry perraining to c-?e C:v:= Center,-the Tourisr Developmen: Tax, rhe Toczist Developmen= Trr?sr ?and a t5e 3oncs, an2 to taKe such memoranca from an5 in re~ar5rnerezo as xiiay be desired. 8.26 The Trustee shall not be required to ~iveany bon5 or surety In respecr of the execution of the saic =rusts and powers or ocherwise in respect of the premises. Tne Truszee shll not be responsibie for losses on investments xiiarie by it in good fait3 compliance uizh this Inaenture.

8.27 Nozwithstan5lng anything elsewhere in this ',rider.- ture contained, the Trusree snall have the rignt, buz shall not be required, to aemand, in respect of the authenticazion of any Eonds, the-wlzhdraw21 of any chcr ariy action waztsoever win rne p~rview of ' this Snderture, any snowincs, certifica=es, osinions, a-,przlsals or ocher Fr,forrnation cr corporare acricn or eviaence thereof, in addition to that by the terms here~fregxired rs a condition of such action by the Trustee, deemed desirable for the Furpose of establisning t3e rich of the Couzzy :o tsr autneszication of any Bonds, the withcrawzl of any czsh, or the taking of any otner acrion by the Truszee. 8.28 aefore :akin5 aczicr, under :his Arzicle V::I z3e . ? . . Trcszee r,sy recuire :ha= a saz:s:aczzry a.307,l C: czher secxri:g sacisfaczory z3 iz be furnisnec fer =he reir.- bcrsenezc of all ex2ezses to wnic?. i= nay be put and =D protect it aaainst all liability, excep: liability w.is acjudicated to have resulted from the necligence cr wlllfzi default cf tne ?':ustee in conneczion wizh any aczion so taken.

8.29 All monies received by the Frcstee cr 2r.y 2ayizq agent shall, until used or applied or invesced as nerein provided, be held in trust for the purposes for which they were received.. Neither the Trustee ncr any saying agezt szall be under any liability for izteresc cn any nciiies' received hereunder except sucn as may De agreed ~203. Section -8.3 Instruments U~or!Which Trustee 'av ?.elv. -~xce~t as oznerwise provldec in Sec=;on 6.2:

8.31 The Trustee nay rely and snall be protected in acting upon any resolut~sn,cert~ficaze, sta=ene:c, izsrru- men=, cp~cion, repcrt, notice, regzest, consezt, crcer, or- cr orner pe2er or coc~ment reastza~ly believeC oy 1: - ~ =o be qenuine and to PLave beez sr~nedcr Sresezcec 3y =ne ---,i,~er pzrty cr parties;

8.32 Any c~tice,request, c~rec=~cz,.. elec=icz, srler cr demand of tne Csunry mez=ionec nerein shall be sufficienclv ev~iexceCby ar Izscrunez: sl~no?in =ne na7.e cf =.e C~L--.. - y sy rcs Cnarrman cr Cour.ry Atr.:nistrz=zr, cr by =ze Cc;anty C~~pcroller or tne Clerk of tne Board of "c~~;;t y Cocznissioners (unless otner evidence Fn respecz therecf be nerein specifically prescribe?); and ar,y resoiution of zne Board of Coun~yCommissioners of the County nay oe evide3ced . to zne Trxstee by a c~pyzbereof certified by s~~c- Clerk under che County seal; 8.33 Tne Trustee nzy cansult wi=n counsel (wno xay bnz need nor be c~unselfor the County) and the csinion of suc5 c~unselshill be f~llan6 compieze autnorizatioc and Trcrec- C,ion in res9ect ~f any action ta~enor scffered by ir here- uzaer in good feitn and in accorlence wicn -e =icon cf sLcn counsel;

8-34 Whenever in the a~.lnistrazioncf Lie trcsts cnoer tkir-. Indezture, tne Trustee shall Seen ir necessary cr oesizable =zzz a zizzrer De ?roved or es-~blishe? ricr t~ -,=king - or suffering any aczion hereuneer, such xarter (cnless ozher evidence in res2ecr znereof be herein s-cif ically ?rescribed) ray, In zne absezce cf neq1-igence or bad faith on the ?art of =he Tr-stee. be deernee r; be conclssively ~rovecanc esra~l~sne?3y 2 cerzificare cf :ze Cocnry: arc such cerrlf~careof cne Counry szzlL. :n :,e assence cf necligence or bac faicn on cne Tar: of ine Trusiee. be full warran:y to the Trusiee for any aczion taKen or suffered by i: under the provisions cf :nLs Znaenture upon t3e Ealrh rnerec:. I I Section -8.4 Trustee not Res~onsiblefor Recirals acd Other Xarrers. The Trustee sna-1 nor ~e iespons~n~ein any nan- ner wnatsoever for the correcrness of the recitals here~nor in the Bonds (exce?t the Trustee's cerzificate of auzhenricarion thereon), all of which are made by tne County solely: and tne Trustee shall nor be res?ons~ole or accoun~aale rn azy mazner wnaisoever for or wzth respec: to cne vzliliry or exeicn or sufficiency cf ='is Inaenrure, or of zny indenture sup~lenezzal hereco. or of the >onas, or for rhe vzlue of rne Civrc Cencer, or any ?arc rhereof, or for rne r~tlecf tne Csuz-y :-ererc, or rne s~Eflclencycf rne Plecgec Revenues to pay zne pr~nc~palof and rnreres: on tne 9oncs, or for the securiry affordec herely or far rne vnliciry cf any seccrities a: ary cime neld nereunder, 2nd =he Trusiee riiakes no re?reser.:arion w~tnresJect rherezs. m-ne rrcstee stall nsi be accounrzole for cne use cr a?plrczr;an by r>e Counry of zny 3oncs au:nesricaced 2nd deliveree nereczSer cr 02 rhe proceeds 05 sucn Boncs, oz for tne use or e7plicarion cf eny rnorles acre over oy rne Tr~szeeLn accordance v;th +zy zrc- visl~ncf rnls Inaenrure.

S 8.5 Truszee !?z-J E 3cncs. C-he Trxszee nzd i:s ctf~cersana- Cireczcrs may acqilire znc zolf, or secome sne pledpee c5, 3024s an8 m+y czherwise deal -2tne Caszry in i-ne mannez and r3 =he sane exzen-. znd with like effecz as tho25b : i -L were not Truszee hereunder.

Section 8.6 Monies Nee6 Not 3e SecrecateC. Subjer: to i' - ~neprovisions of Ar-Acles ZV, X and XIi, cll rnonles received by tne Zrustee, until uses oz apslied as herein pr~videl,alfnouch neld in trust for :be pcqoses far which -hey were received. need ROC be sesregazed Zrom orner funds exce?t =s the exzenr required hereby cr ~y law. Noriithsrin~ingtne foregoing, :he Trustee shall invesr monies neld by i: hereunder pursuznz ro =he ~rovisions oi Arricle IV hereof.

Section .- 8.7 Izrerventi~r:bv Tzustee. In ar.y juiicizl proreeeing zo wlcn the Cocr.:y zs z szrzy znl which ir. =a~ opirzon cL the Tzusiee an2 i=s counsel tias z substzn=~zi. . beazinp On =he i~rerestsof owners of Zne 30nBs, tne Truszee zizy izrer- vene oil be52lf o' 3on2bolaers ind, susjecz io the provisions cf Subserzion 8.28, l do so if requeszeb in writi.14 by the owners of ar lezst 25% in zcszegzre 2rincipai a.ocnt CS a11 30-ds &~DFOctstandizc. v-he r;;nzs. . 2nd oblicazi3-s cf t5e Trzs:ee z3 inzervene iz ary sucn judlc~zl?r=ce~cine cnaer znis Secrlcn zre :2x5jec-,zo the a??roval of a court cf cor;.Ferer= jurlsciczicn. -. if cpprovzl of sucn interveztion is crnerwise required by law. Section -8.8 Con~e-sationcf Trustee. 5e Cocrtv- cave- nanzs and agrees =o cause to ~e pale ro cne Truszee from time ro tlme, and the Truscee snall be entitled to, reasona~ie corn?en- sazlon as tne Counry and tne Trustee nay from time to time agree pursuant to separate acreement between the County and tne Trcs- tee, for all servlces rendered by it in the execution of tne trusts hereby created and in the exercise and performance of any cf t,?e powers and auties hereunder of tne Truscee, wnicn csm- pensazion snall not be l~m~redby any provlslon cf law in regard to zne c?mpensation of a trustee of an express crust. The Counry L - - pay or relmourse cne Trusree c7on 1zs request for all expenses, cisbursemenrs and advances izcurred cr mace ~y tne Trus- zee ~n accordance xltn ary of zne ?rovLsisns cf tzis Inaentcre incluc~nstne reasona~leccnpensz::on arc ;ne ex7enses and CLS- b~rsementsof its couasel and crr. a-l persons no- regularly in its ez)ioy. ?ursuar?z co se?arace agreeme-: Detueen rhe C3u-r:y an2 tne f--rusteel excepz any sucn expense, 2Fs~ursenen: cr advance as may ar~sefr~n 2:s negligence cr oaz fal=n. Tne Truszee, rf and zo --.,e - exrenr acthcrized. by a receivers,C..Fp, bankrcprcy cr crner csurz of cornperen= ~urisd~ction,snzll De enr~zled (~urncr OD- l;~azec) rs zane acvances f3r rne 7crpose 3f 2reserv:n; - zrcperzy- cf zne Cscnry cr cf c~scnar$~nstax lrens or srner llens cr er- c:zsrzr,ces on =he Civlc Cenrer. The Counzy also cDvenancs ro I-zdezrrfy tze Fruscee for, a t3 ncLE ir asis EZ~ Izcs, l~ao:i~=y,.-. ex2ense or advznce incsrre6 cr ~aaewlcnouz ne~lipence or bad :zit? on =he szrr cf =ne Fzcszee, arlr:ne oct cf or In c~nneccionwizn zne accepcance or ad~.~nistrarlcncf rhis trusr; inclueins fees for legal, ensineerlng ana czher ~rc- fessional services aeene6 aevisaole by the Tzuscee and all CoSiS 2nd expenses 05 aefenCLng Frse--'C agziasi any cla;m c' liabiliry in the premises. The o~ligazionsof rne County unaer tnis Sec- tion 8.8 to corrpensaze =he Trustee 50; services -rn? =c pap or re~nbnsse =he Trustee $01.-exsnses, Cisbursenen=s, lizoiliries and a~vances snall constlru~e arieitional Inaebrecness hereunaer, In aefa~lzof t3e psyment OF sucn aadi-tional inae~tedness by 3e C~unry, tae Trustee uzless removed unaer Seccicn B-10 nereof sLm.Ll rsve 2 lien ~nerefcron any nonies he12 by =he Trus- Tee nereuncer prior 2~yzi~hzs In suc3 nonies cf tne hcleers cf t3e 3oncs exce2z fzxts held in rr-ilst by =he Trustee for =ne beno,fit of +he holders rf Bozss, tne pa-mezt of w2ic.i has been provi6ed for within the cozzezplarlon cf Article X heresf. Secti~n-8.9 QualFfication of Trcstee. m',>ere shall zz all cines oe a Trilsree nereunaer wxcn siiell be a cor?orarion CrganizeE and 6oicg business under =he laws of the 3rited Staces or +ry stare rherecf, authcrire? under s-ch laws ro exercise ,,,~o:aze-my =:ust powersr navinc a cn--',,.,d,nec cz.?izzl, szr~lcs2r.d un2ivicec prafizs cf zr leas: 53,000,000 anc scsjecc zs sc?er\-r- sion or examination by teaera1 or szate aurhorlty. Any sucn E'rustee except for a successor Trustee appointed under Secziori 8.103 shall have its principal office and place of business ir. the State of Florida and be, or be Affiliated wicn, a uualifiec county depository for Orange County unaer Secrion 136.02 of che Flori6a Statures; proviaed, however, if =here be no such corporz- tion qualified under this Indencure and willing to so acz as Trustee, any such Trusiee shall then meet the requirements of a successor Trustee set forth in Secrion 8.103. If such corporation pcblishes reports of coneition at leas:. . annually pursuarc zs law cr to z5e requiremenzs cf any supervlslnq or examining aurhc- riry above referred to, =hen for rhe pur3oses of this Secrion 6.9 C',ae c~mbinedcapital, surpius and undivided profits of such cor- poracion shall be aeezec zo be its c-mbined capitrl. surgLus anl cndivide2 >rzfits as sez fori5 in izs mosr recfcz re?cr= cf coc- cicion so pablisned. In case at any cine =he Truszee sriall cease :o be elicibie in accordance wizb ihe provisions of this Secrion 8.9, the Tr~sceesnall resign irzne2iazely in =ke xrnner a-C wlz5 tne effec= s~ecifiedin Section 8.10.

Section 8.10 ResFc~~rF~rcf Trcstee sn? >-=3cirtze?.: ~f SUCCO~~DT. . . 8.101 "he Truszee my at any zinc resi~nby 5lv:nq wz~z- ten nozico to the Counry and by eivinc ro tne 9cnCnalders .-CI-C^ ---. zzrice S? pxblicazFz~! ~f . SCC:- ze~i-..-~- --.. , . ..,__CP snelL be by first class mtll -3 rne Bsndnclcers ar zne as- tresses snown on rne Bond is.Upon rece:v:zg sufn x.dbLce*--. sf resiqna=ion, =r?e Counzy snall ~ros:ly a??oin: a successor "rusree by an inszrumezt in writ-ng execuied by order of izs 3oard cf Councy Comritissicners. Zf no successor Truszee skell have Seen so rspcinted and nave accepted appoin~nexit within 30 days after tne puolicarion of sucn r.ctice cf resicnation., =he resicnLng Trr?szee my ?eritior! tny clurr oC conperen: juristic:ion fur-tne apsoiz-mr.z of a surcesszr Truszee. Also, rr tne expirazion of said 30 Cays, 2257 ~T.SL~Z~Zsf sme oz all of ;he 3oncs or any 3onCholaer wno hrs Seen a .bona fide holaer cf,a 3ocd cr 3oncs fcr ar leas= six months nay, sn behelf of t.,Lrosel,f an2 ail ozners siz~ilrzly sizu+zed, pezizlcn my sucn c Esr rhe z2poizznent of a scccesscr Trustee. Surn C~LZ'~ =>erez?cn, af=es sucn mzice, if rny, as I= zyaeen 2rcpez and ?rescribe, a22oinr a successor Tr~stee. 8.102. In crse at ariy rine any cf the fclloving s,',rll 4: 8.1021 The 'Trustee shall cease -.s be e:i5131~ --4 1:: accsraance wlrn zne prov1s;or.s cf Sec::zn 8.9 ,- =s ZS or Sunsecz;on 8.103 and snall fa;: :s res~~nafter wr-:=en requesz tnerefor by the Coun:y or ~y azy Bondhoider who has been a bor,a fiae nolcer of a Bond or Bonds f~ra: least s~xmonths, or

8.1022 The Trustee shall become incapable cf aczing, or shall be adjudged a bankrupt or in- sclvent, or a receiver of rhe Trustee or of izs property snall be appointed, or any publlc officer snall take charge or control of the Truszee or of lts ?roperty or affairs for the pur7ose of re- habil~tatlon,c~nservation or licuidat~on, then, in any such case, the County nay remove the Trcstee anc appoint e successcr Trcstee by an rnszrunent An vr~z~ng execzze? ~y oraer cf its 3oard cf County Cari~.~ssionerscr any BonCholaer may, on benaif cf h~mself and a11 orhers similarly sr:uatec, pezition any court o' cornperen: ~uris- iicz~onfcr tne renoval of tne Trcsree en2 rhe a?poir.rmer.r of e successcr Truszee. Sucn cocrr may tnereKpon, efrer sucn nczice, if any, as ir may Seem ?roper and ~rescri~e, remove tne Trcszee and ap?oinz a successor Trcscee. 8.103 Tne holders or an izsurer cf a ma:crFty in aqcrecare prlnc~pal amount cf ~11tae Bcnss at zne =Line Outstankinc nzy at any t:me remove the Trustee and ap7oirt a ~actesscrTruscee ny EX :nszr:ine?r or csrfzzrezf Izsrrcaezzs ~n wr~rrn~s~cned by sucn 2oncnol6ers. Such surcecser Trustee snell De a corporation autnor~zedunder z.;pl~canle laws to exercise corsoreze trusz powers and may be Incor- porated cnaer tne laws of rhe Unized Stztes or cf any State an6 need not have its principal office or place of business ~n rne State of ?Lari&a. Sucn successor Trustee shs'l satisfy the minimum com~inedcapital, scr?lus and undivided profits requiremen: set forth in Section 8.9. -An tne evect frat sucn successsr Trcstee 6oes---not heve its ?rincigal office in the Stare of Tloriaa or is not qualiflod as a county depository for Orange Counry xndez Seczion 36-02 cf rae Florida Szazutes, It shdl appoinz a cwzrus",e or CD- :rrszees having a 2rinti2~1lace of hsiness In the State of t'lori2a +nB which shall be so q1~elifie2as a cocnry deposizory for Oz-e Couzry and snall mee= zne reqirenen=s f~ra successor Tr~stecsez forrh in Secicn 8.9- Sucn successor TIUS~~CIray deiecate to such co-rrrtstee or c2- trcsrees sutfi ?overs, rLgnzs, eu-:--es and res2onsibilities 2s sucn successor Tz~sreenay eeem necessary or desirable in oraer ro pezmit sucn successor Tscsree ro lawfully execxte =he tscsrs heroin ser forth wi',?oui qualifyizg zo eo Scsi- . - - j j- ness or otherwise subjecting i:self t3 the juriselction of any recuLarsry auz-crizy c5 cne S~a:e of :LS~;CE.- - - --.- subject :CI tne aparcva; cf :ne ho-cers. of a major~cyin apqreqate principal amount 0: all :he Sands a= rne time Outstanding, may at any time remove tne ?rus;ee and appoint a successor Trustee ~y an instrument in wrltinp signed by the Counrv and accompanied by an ins:rume~t or - - - - i concurrent ins truments in writing signed by such aoncholcers aproving such removal and appoin~aez;.

8.105 Any resignati--UI~ or-- removzl of the Trustee and ap- poicrment of a successo r Trusree pursuazt to any cf the 3ro- visions cf this------~nGQ,-~;~ 8.10 shall beccme ezfec-ive cnnn - ----.a I L-- ar?-ninL.n--- acce?fance of------LA L.hlG1l L uy :ne. successor Trus:ee 2s 3ro- viaec in Seczion 8-11.

Sect l n- R 11 F---- . -----I -.-- -~:icer-~nqthe Sucressor ?rus=ee. Azy r-r~s;ee -a3nni--=r. as rovicec in Section 8.i0 snaiL -==--*ALGu 1 execute, acknowledge and cel~vrr.--- - to the Cou~ty2nd to irs pre- decessor Trustee--- -..;~n -A.aL-u.breri~ in^^-.----- acce?crng- such appoinrmen; here- ZnereuDon -elgnarlon or removal of rhe 2redeces- - 1 unaer, an2 . 2nd sucn successor Zruszee, - u= conveyance, snzll bec~mevescee :rus;s, auzles and o~licarions sf s herecxder, w:;h li~eezrecz - - 2s rf nnral---, -. . 3ut neverzheless, sn =:e - =ne reques: sf =ne successor ------bG~=-.iy LO acr s-zell execxce ane ce-rver iZ =ransferrina - pa.-- successor Fruszee, u?cn r-e -i.-,-s,' om- lovers end rrus~sc5 rze -:--- request cf my sucn successcr -- enrz~ze my and zll inscrcme~zs 2, ?P+L=. -7 .. veszinp in and confir~ing TO .ignrs, ?overs and curies. Azy neverzneless, rerain a lien cpon ed oy sucn ?.-ustee to secure the amunrs - - z------y.., re~mbursemezc, sx2enses 2nd :nne.=Azv. It by Secr~on8.6.

No successor Tzuszee s.',all accear cg~oizrmenr 2s 2ro- vide6 in this Secrion 8.11 cnless 2: -he rime -cf sucl zcceprrncc SEE,'. SUCC~SSCI Tz~szeesilzll ~e eLicibie cnaer -.he ~zovisiscscf Secti~n8.9 or ScSsetrin- a ln2

on the acccat+r~ecc ap~ci~.?-na~:by a successcr Tzzs- ----isn 2-11, me Cscnry skel z~il2 s uc:7 nn-ire -n ---ac3 30nCh~laer at &-~ne acdress snom on Trustee, the successor teeszc:; c+;se sue- n~-:~~De u~lishe-en? :ciied a; tne exesc . c;;~:-. Sec-icn -8.L2 Mercer or 1 0 re cor?oration n:~wr~c- te Zrus:ee nay oe mergec 0: w w^ich :: ~ay~e consolicz:edf or any cor?orat;on resulrlng frOm a~ymerger Or ~onso~iaa~ion0 ;filch he resnail be a par~y, any co;ora;lon succeecing o the buslness 05 t re,1 be the successor of the Trustee hereunder witrout t execurlon or iilinp o in; paper or a hea on fie of znl. of the parzies hereto. znything nereln to 'e contrcry notwi:ns:zn~i-if provided tisuch successor Trustee s ie ellqlble Lnder the provis~onsof Seczion 8.9 or SuDsectlOn 8.103.

Seczion 8.13 Retezzior cf Finzncizl The Trustee s re:a;n ell ncsen iu:-ls,ec by Te Counr; US:O Sec:ion 6.5 hereec fcr a lees: 2e-oe c seve: yezzs Z.:CI tne receig; nee; ?ro;ide? ,=f:e: two ye,=rs from recerpt the Truszee my aesrroy sca: if 1; ze- :dins pnoro~rcpricrepr0auc:rons ana no Even: 0 3efauI; is pe.6-

Seczi3n 8.24 Tzusree 32, kc: Tir~uchkoen;s. - rn-he ?r;sfee y execcte cny G e :xtrs or ?ewers nererf 2nd jer- eri; zny c~:y riereunaer eec;:ec;Ly cr 3y CT zhrcucn 1,s z.9en:s cz zt:arne:Js.

Sefti~n8.15 -rcs:ee Nc; L~zblefar Damaoes in cperz- - - - - 7-.- --Z'LSiEf SZL-- RC= De Lx=Ly;LC2&--:? ;"~-e fsr deccj c~nzrzc:ee cr lic3Lli--y 31 ccmzges inc-rred ~n me r,zn+gemez: cr o?ez+=ion cf ;ne Civic Cezcer.

- Section -9.1 Eviae-ce of SondholBer Actioz. Azy request, direcz-on or ocher InsErument required oy --is Indezture ro be signed or execured by Bondholders may be in any num3er of concurrent wrizings of similar tenor and may be signed or executed ~y such 9ondholcers in person or by agen; cppointed in writing. Proof of tne execution of any such request, crrection.. or other instrument, or of the writinp appointing sucn agenc and of the ownersnip 05 Bo~ds,if made in the 2ollowing manner, -shall be sufficlenr for any purpose of this Inaer,~.;re and shall be conclusive in favor o: rhe Trusree wit recard t~ any accion taken by iz cnaer such recuest.

9.11 The fact and late cf the execzzion by any perscr. cf my sucn writing may be roviaea by the cerrificare of any cf f ice: in any jurisdiction, who, by the lzvs =hereof, has power ro take acknowled~men:~wirkin salc. - ;urisciczion, zo tne effecc tnat the person signing sucn wricino aCknDh7- ledae2 before him the execczlcn znerecf, or oy an aff~Cav~z cf a wrtness to sucn execuricn;

9.12 m-he fact cf the hoiCFnc cf 3onds by any 2~nthol5er and tne amount, and issue nuns cf sucn aoncs, and zne care of his nolding :ne same ssall oe esraalisned by"-reference cs rxe 30~62e5isz~r.

Def easazce; Unclziae? Kczies

Section -10 -1 Dlscharae cf Izaeb-,efness, -=-- (1)ZrlE County shall pay or cause io De pa~d- to rne nolders ane owners of the 3onds the principal, zremim, 1: - an5 inroresr ro seczne zzy, . cue thereon at the times 2r.C in :*.e rzzzner sr:?;;~z;oC- tkerein an8 bereir.. (2) a11 fees and expenses of tne Trustee znd =he sayins agents shall nave been paid or ~roviaedfoz, and (3) =he Counry 1 keer,, perform and observe ell and siric~lar :ne covenants +z2 gromises in tne Yoncs anl in znis I~denrnreexlresses is to be ke?i. xr2ormed 2nd observed by it cz on i;s 32rr. rnen zhese 3resezzs tne rights hereby granzed shall ceese, 6ere-ne z.nZ be void, and rhereugon the Trusree szzll cancel ad Clsc&r~e -.-nls in5esture znB execure an6 deliver t3 'be C~untysuc3 i~lstru- . . . . menrs in vr~z-ngrs saall be reccLs:ce. If :he Counry snzll jey or cacse to be ?aid ro rne kolcers and owners of cll Ouzs~anCins -soncs cf a parzicular series, or of a particxlar za-~i+-y___ _ - t;i=nF~ a series, =2e principl, ~reni;;:,, if any, azd interest zo Secsae - due there33 at the times an2 in the nacner stipclated t5erein and herein, sccn 3oncs sr-all cease to De en=:=led zo any Ilez, Dene- 5: or seccr::y cnder :-2s ;nden=urr, and all covezazzs, scree- l,~en=sa~d o~licat~ons cf tne County zo tne nciaers cf sucr: Zsnds snall cnerecgon cease, :erninace and become void and De cis- cnargec and satisfied. Section -10.2 Provision for Tavmezt. Bonds for the paymen: or reaenptlon of wnlcn suf f lclen~monies cr scgE:--~cienc Qualified Permitzed Inveszzencs shall have been de2osizec with the Trustee (whether upon or prior co the maturity or the reaemp- tion date of such Bonds) shall be aeemed to be pai2 witkin the meaning of this Article 2nd no lonq2r Outs~ancing unaer cnis Indencure; provided, however, znat if such 3onds are zc be redeemed prior zo the natcrizy tnerecf, -notice of sucn reaex2tion shall have been culy civen as proviaed in Arzicie L,J.--- cf chis ~nsentzre- - or arrangements satisfacrory to the Truszee shzll hzve been mace for he civinq r,?erecf. Qualified PermizteC ~nvesr- nenzs snail be csnsiaered scfficien: for purFoses of chis Seczion . 10.2 only 1: - seid invesrme~rsare not redeemable prior to natu- rF~ya= the oprion of the issuer =heresf and narure an6 bear --. interest in such amounts ,236 a= such times as will assure SXZZL- C: D-- cash =o pey currently mazurin~ in~erestand c=: py 7rFz- ,,,,, . cF?21 and reaen2cion prer.icms rz- any when cue on the 3onds with- C,.-UL rendering =be inzeresc on any 3czcs taxable under the Izter- nzl Zevenze Co6e cf =he "-;-,,.,Led Szazes.

The Cocnry z~y.zz zny tFze surrender to =ne Zrzscee fsr czRCD1l--. . -- by I: e:y-3oncs revicusly auzhe?.=Fc~:ei azf ce- l~vered nerecncer wnlc? zne Coazry nay cave acquire6 ~n any EZZ- arsoevez, ane sucn Soncs, cpon sucn scrrender ans cancella- , sscll be @eened r= be pzrc. . 2nd rerired. Sectic? -10.3 Terzinetion cf Coccrv's Lia~llirv. Excezt as provlae5 In Sect~sn10.5 nereof, lqon zne cznceI2tr:an and discnarge of-tn~sindenture un6er Section 10.1 nereof, or Upon tne 6e2osir with =ne Trusree of sufficient noney and DuzlFZisd. I)erzi;z=ed Inves~mexs (suc.? sufficiency beir.g ceter- I?.lned as 2rcviaeC ir! SetZion 10.2 ,herer;f) for tne re=ireme-nr cf any parricular 30nd or 3on=s, ~21lia~rllry ..I. cf the Coul?=y in re- t of such 3032 or Bonds and the inzerest thereon sriall crzse, rzine anC De cor.?iezely cFschzraet2 and tne holaezs =hereof 1 tnererfzer be en-~ziec.- - only to 2a-vmenz oct cf tne money and 2roceecs cf tne Qzzlified Ternitred lnves-nenzs ae2ssized Uich tne Tzcscee as af=resz:& Zor =.?eir- pzynen:, sfijecz z0 tne P=9visior?s of Secrl~n1G.i. -towever, :r - zne Trusree, on a6vice Of counsel, sh2l csnclnde =he= =ne de~erzinazion znd C~scsarcje ne Couczy's lia~iliry nerezndez, upoc cne ae2oslt of ?er?uitzel -inveszner?rs with =he Trustee 2s a30ve ?r2- "idee, wccle or night resulr in readering the interesr on any ce

- :

ii :he 3oncs subject t~ federzl inc~zetaxation, -! the Trxszee sk,all -- - . i so norify =he Cosnty i: wr:rin$ a26 sca-i refuse zs accepr SLC- -A , 4 Ce?osiz uzless rhe Caunry snall execcre and aelive: z3 zrie 7~x5- -, - :ee a sx>?lenezcal inaencure neezin; =he recuirenezzs c: =ne nexz :-i: sentence hereof. Sucn su?~iemenral inaenture snall provide (a) =hat so long as said ae3~sit of money and Qualified ?err.iztel Investmexzs remains sufficienr for its purposes and in rhe nancs of the Trusree, none of the covenants herein appearing excesz fcr rne granting cla-ses, the covenanr of tne Coun:y ro pay :he 3oncs as to principal and interest appearing in Secrion 6.12 nerecf, and the covenan= not to atfect the tax exempc status of interesr on the aonds in Section 6.17 hereof, shall be enforceable cr er,forcei agzinsr the Coun:y, bur (n) r5.t; =he Counry sr.all ncz inccr any obliuations senior to or on a parity with rhe Soncs in =he security 9ranteZ by the cranrizg clauses of =?,is Incecrure-.

,.-oz-7 l to zhe time chat che Trusree shall hoia cash fzncs (wi:ho~t reliance upon interest on inves:mer.rs) .s~5ficier.z - zs pay and cischarge szid Poncs. SaL6 su?pleme-rz.1 ince-rcre sht2l- fcrrher- 2roviae thzz vnenever the monies nzc QuzLifiel ler~iztecLnvJesr- ments in such deposit snall ~ecemeinsufficienz . - for =he znr7ose thereof, the Trustee shall im~e2lazelyso ncrlry zhe Csuzry, 2r.d therecpon ,211 provisions of isinaenrxre s?,rll acsir. becme EuLly er-forceable and sna-1 be enfarced by :be Truszee sub?scz. nowever, ro any cozrrrc: riczrs wkich may hzve been ~ran=ecc3 e Counzy curing zne perioc a sucn ce?osiz GZS - - Set=i=n -1C. 4 ZncLaimeC M~~ies.Cncn =he- . ,- cznce--2ricn cf =r.:s Inde.?t:re, 3 zstwiz.i..s=arc~;;~szck t2:- cischaroe, e Trusrte snzll c~zzizue 3 kcit in snies hslc ~y i; for =he pyn;ianr cf 9zir.cipzl. - ;f snL hreresr tnl reden?:ion rsniurns on me 3oncs unz;- szid 3azCs SnzLl. have been presenzec :or jtymen:. ,-L =-.er,z- =he emir~zior, Cf :ne perrinea: sratuze of linizarions (as z? whirh tke Tz~sree nay rely upon counsel of i;s own choosing), any money rezti?! Unclaime6, tne Ornsree shall pay said money over zo =he tounzy for deposit in tne Tourist Development Trust Fund or shill ssy Such money zs is zhen o~heruiseproviaed.by lau. . . - -, .. - - Section -10.5 Insurer's Subrooation . p?.ishrs. ~n =he event that zne ?rinc~,al zric redem~z~on?rice, ir a~=li;able, +rid inrerest cue or! some or ~11cf tne 3oncs snu ~e 2aie cr prz- vide6 for by an insurer of such Bonds Tuzsuanr policy - - zo s the Couzrj;, tke assi~?nenr 238 ?Aecpe cf rhe ri:nzs- - ted 2nd all covenants, agreemezzs and czhe: 051122- e County to the holders cf the Bands so ;'scree 2-2 onzinue to exis: 232 szid ixsurer sh~llbe s~5zc~zze~ . . to t;~e-7_,,,,s CC- cf suck zonl5~laers.-

- -

. . . . Section -11.1 Su~>lerne?tal Inaenzilres Not 2ecu~r:nc Consent of Boncnolaers. In accirion KO =ne cnanqes ?erT,;tced D; Sectlon 11.3 nereof, the County when authorized bv- resolution of its Board of Counzy- Commissioners, and the Trustee from time ts time and at any time, suajecr to the conditions and restricrions in this Inde~ture contained, snall enter into an indenture or indentures supplemental hereto, wnich ineenture or indencures thereafter shall form e part hereof, for any one or more or a11 of the following pur2oses: - 11.11 To add to the covenazrs and asreenezzs of tne Couc=y in this -,naenrure - containe5, other cDvenzzts and agreements tzereafzer :o be observe? or to scrro?der, re- siric~ or 1imir azy ric,?= or power herelri reservo? to cr c~~ferreBupon =ne Cscnzy (includlng but not Ilm;rec t3 tne rignt to issue 2arlty 3oncs unaer Article V); To make such for the purpse of any ar.Digni=y, or of curing, c~rrecringcr s~gplemenz aefoctive provision conca~ned rn tnis ereor card to matters or questlcns arising unaer =!?is Ind 2s tne Couzry my teen necessary or cesira~leazd zsz s:stent witn rhrs -,naer.rure and wkicn snzll c a5 ~ffecr-theinteresrs cf cne n~laerscf ine 3cncs;

11.13 m-0 provise fsr rhe issiiance cf r)ari:y 3,sncs 2~r- . . -- rr =,, siiazt to the provisions cf ~~~~~~e v nerecf, ,,& -,ne Isssance cf cS1lgz~icrs junior in lien on rhe TLec~ed?.eve- nges cr any part rhereof; 11.14 Ta designzte one or nore paying aGents;

11.15 To co~2ly with %he provisions of S-e+;-,,,"n 10.3 herecf when money and =he Permicced Znvestrnests aesicnared Enerein sufficier,i to proviae for the zetiremenr of 3oncs saall nave been cieposites with the Trustee; anc - 11-16 To zC1 :D the Civic Cezt~sas defined in Article - hereof fzrther lesally authorize2 Civic Cenrer fzc~-ltres-.-. .

11.17 To rake snch nofifietisns in he 2rovisions hereof rs mty 3e 5emed necessary by the Counzy co acron- no6ate the issuance of 2i~I~y3oncs which (F) zre Coz2c~nd Inrerest Bonds or [ii) Sezr interesc er a flozzing xz=e or (lii) are payable as to principal on lates o=her tkaz

- Ocr~ber1, or rs ro Inrerest- on cates crker =sar. >-?ril 1 2nd Ocz~ber 1, but ocly. if sucn modifications, In the written cpl~~oncf nz~lcnz-~y- recocn~zec ~onl c3czsel filed z~=nzne m-,,,,,szee do ?,a~resxl: L?. xz=er:zlly c:r.l.lsr.:n$ cne sec~r:cy here~yczanzec to :ne nslcers cf any 3zncs a= tne z~ne0::- stancing . Any sup2lemen:al indenture authorized by the pr2visions of this Secrion 11.1 may be execuzed by =he C3un:y and cne Trus- tee witnout the consent of or nocice to tne hclders of any cf tne Bon6s at the time Outstanc~nl;, notwitnstancing azy cf the prc- visions of Secrion 11.2, but the Trustee shall noc be o~ligated to enter into any such supplemenzal indencure which affeczs the Trustee ' s own rignts , aucles or irY?iuni=ies uncier tnis ;naen~ure or otherwise. . . Sectian 11.2 Sumienenzzl Indentures 2ecu~r;nc Consent -- - cf Bondholders. wlrn cne c~nsent (evlaentec as ~rov~aec~n &...rzlcle IX) cf the holders of noc less tk2n 515 in a,-cregaze -ar~ncrpzl amounc of cne 3onds sr the e O~cscancing, cne Ccrunty, when authorized by a resolution of its Board of County C~~rr~issioners,anl the Trustee snail from time to cine ant a= any -,he , encer Fcto an incienture or ~ndenccresscp7lemencal hereco -,-:*- zne ~cr3cseof aetln; z;ly ~rovis~c~st~ or c2anc:nc in ar,y --,.~=nner er el:minarin~ any of zne ?rovlsFons cf =>is -,naentrre cr of any su~~iemezz&lincienzure; aroviaec, nowever, znaz no sucn cf sc~pleneczrl~ndencure snalL -. (1) exrenc =ne fixed xazurity a:? 3cnc or recuce rne raze cz rnceres: zfierean or exrenc zne cine cf paymeric cf interest, or reduce cne arnounr of_.rne pzincipal Znere- cf, or reczce cr excen2 tne zime fzr ?ayae~.t cf azy ?rezim, 321'- a~leon tne reaeri?~ion rnereof, wizhocc tne csnstz: zf zne coLcer cf eacn 3ona so affeczed, or (2) re~ucezne af~resaidercencage sf holeers of 3oncs require2 to a?prove any sucr, s~~piemenc~l in,or (3) aeprive zhe nolaers of tne 3ones (exceac as rl201eszid) cf tne rignt to paymenz of the Soncs or from =5e Ple6geC Revenues without =he censer,: cf the haleers of all tne 3oncs then Outstanding. Upon receipc by the Trustee of a certi- fie5 resolrrclon authorizing the execution cf any such supple- menzzl incienture, and cpon t3e Ellin5 wizh the Zrzsree of evidence of =he consen; of 3on2holiezs, 2s aforesaid, zne Zr~stee sc~lljoin vizh the Counry in tne execazion of sue supplemezt2l Fnaenture niiless such suppienlenzzl innenzurc affeczs zne Trrs- ree'r own zl~hrs,cuzies O: ixznznities under rnis Zndenture or c+,ierwlse, in which case the Trustee may in izs ~iscr~ricn,bxt snrll 3.0~be obligazee to, eiirer into such s~~~lerner,=alizdez-

-,r shzll nct be necesszry for rhe cznsent cf tbe acne- holciers unaer =his Secrion 11.2 ro as2rove -Ae garric~L~rforrr, cf any proposed suppienenral indenture, but it shzll be sxfficiect ;C -,such consent shall z??rove :he subs=zrice rnereof. - ?rozr,=ly after tbe execution by t,ie Csnzry znZ. . =?e "-~s:ee- - of azy s~~~lemezraiinde2:cre pcrsuzr.:. . z3 cne ?rsv:slo-s ~5 -hi,.,, s Secrlon 11.2, z5.e Coczry shall rr,z1~ a norice cf sncn arnencnen: zo the holaers of all of cne Bonds cnen ou=s=zncing a: ehe addresses shown on the Bond Reqister. Any failnre of the County to cive such notice, or any defect therei~,shall ncc, however, in any way impair or affect the validity of any such sx~?iemental indenture. Section -11.3 Amencnent with Consezt of Insurer Cr.1~. C -,, all oi tne Boncs Outscanclng nereunaer snail nave, wnen issued, bee^ insured as to payment of principal and interest when cue by an Insurer in tbe business of insuring such risks, if sucn insurance is sri11 in effect a= the time cf the proposed su~pie- men:al inderitnre ame52ing this Indenture, and if Ene credit cf sai6 insurer is then sucn tzar obligarions insured by i= are znen ra~ec,beraese of sucn insurance, ~n one cf zne two mcs: secure grades of municipal securities by ar lees; one cf :re rxo larpest rizzionally recoq~rzea raring agencies wnicz regularly race :ne cre2it of municlpai bonds, tne County and tne Zzscee may execre one cr aore suppieme~tcl indent-res zmendir.5 all or any par-. of Arricles IV to and inclu2i-9 IX only wi-h cne writren consezr cf sa:~ i-sczer zni rze ac~nou~edgmentoy sa;d inscrer Zza: 5.218 rzszrazce ill renain in fell 'orce anc effecz: sai6 cs-ser.: an2 1ckzowle5pemer.r szzll be filee wizb zne Fruscee znc tne co~senr cf the holders c-C any Boncs snall nsz be necesssry. m,he fore- ccinj r cf +mencmer.c, nowever, does not 13~31~i3 aiy aeze- men: to Sec:ion 6.17 nereof wirn rsspec; to zbe Exez7:ion ~f l-.,,,e==---or s: sale 3sn:s fr~sfe2ersl inccr;.e -b,xaz:en - ncr r~zy any sucz zzienemez: ce?rive tne hclaers cf ezy 3sn6 cf ri~zzzo 2ay-T- nez-, cf zne 9onks from rne 3locqeS 3evezues altsgszner. +on inc wlzn. . tne Tzescee cf eviaence cf sxcn ccnsen; cf zhe ---- d. zsr;re= ES zforeszIC, tne TrusEee shzll join ,,,,, tne Couzry In tne execation 05 any such supp1emen:zl indencure u~less such Sc~~lernez-.alisae~zuze zffects -.he Trustee's oisn rign-.s, dzries oz ;-LnxC=ies under this Indenture or otherwise, in wnich case tae =rzsree may zz izs discre~iorr,SUT siizll ~otbe c5licared ro, ezter inco sucn suaplemental indenrure. g2ter tne rxecuz-ion by the Couszy asd the Trusree cf such supplemen;+l indeszure, nntice thezeo: shall be riilee in tne same nazner as nozice of zn amenc- - - - Section-- -Ll.4 Sus~ler;ler,r~lindectare tc, X3Eifv T5.s -3aezture. qcn zne execxz~on of any s~~~lerienzaL-~r..aez=;lre -0 the ?iovisions of isAce , tkis ,nde7i~c~e shall be ~o~i~ie~~n2anended in accsreance t3ezevith- - and =he resle-=ive rigtrs, Cw--&--s ;a znC obligarions cncer this -ncezrcre CZ the Counry, zhe Trustee and a11 holders of 3oncs Oursraneinq herezntjer sk-zll thersaf zer be becerzrined, exercisee.. end e:i;rced herunder s.;;jec in all respecrs ro such rnoc~ficaticn2r.l caezc- merits, an2 all. - the teras and conditions of any such supplene~tal indencure snz,, be ar,d be deemed :3 be ?a:: cf tne cerms zzc ccncitions cf xis 23aezt:re for any and all pur?oses. Section 11.5 Trustee Mav Relv U~ozO~inicn of C~u~sel Re Sc3~lerner.ta~. ---3cen~ure. Su~]ecz to zne prov~s~onsof Secz;sn 8.2 tne Trxstee zay- receive z.n o~inionof counsel es conclus~ve evidence that any supplemenczl indent~reexecuzed parsuanE to the provisions of this Article XI complies wltn the requlremenzs cf this Article XI. Section 11.6 Notation on 9onds. Bonds acther.ricate6 and delivered afzer zne execuclcn of aEy sc??lemental indenture pursuanz to =he provisio~s of this Article XI may bezr a .ncta- -,,*on, in form approved by the Trustee, as to any natzer provided . for in siicki sc-,plerner,trl indenzure, and 1: - suck sc?plemer:cai inaen~ureshall so pr-oviae, new ir!scr~;men=s,so moeified +s :o conforn, in tne c2Fnion cf the Trustee and tne 3oarc cf Counry Cc~znissioners cf the Counry, to any zodificaclon cf this Inaen- cure- contsine2 in any such scpplenenzal indencure, nay be prepared by rhe County, aurhenticated by the Tr~steeand delivered ..-out,- cost to the holaers of the 3oncs then OucstanCing, upon surrencier fcr cancellazion cf such 3onds, in eg~~1aGGregzLe 2rinci2zl Emounzs.

Ssczior. -12.1 Srle sf 1,~nes. mhe Series 19E5 2sn2s-. szall be se-d as a cnrt ans ezcn :=sue cf Tzriry 2sn5s snz,, De sold at one zime or frca rime to time in bloc~sas tne Soar6 cf Cs~rity Cor;;?..issIoners nay ~y resolctior, determine. A terrified c~pyof each such resclurion snall be filed wlzn the Z'raszee and shsll snow tne zane of rhe purchzser of eacn series or slock cf Bonds, =he purchase price thereof, and =he rate cf interest to be borne there~y,as well ~s the terns en? conCitions, if any, un&r wklca the =ones nay be maae subject to reaezqzion 2rior ro razz- z:ry.

Section 12.2. Ai19lication of Sesies 19E5 30x5 ?rc-- - cee6s- Zp0n tne wsL==en request of Zne Couzry zae Trcscee sxa-- - - ae-~ver the Series 19E5 Bonds to Lhe pcrcnasers =bereof and shall receive and receipt L-or the pa-men= of the purchase prize :here- -or+t ?he Trxszee shall a~2lythe ?urchase price so received as follows:

12.21 thrt porticn wcre2resenzs acczued izteresz shall be deposited in =he Incerest Account; 12.22 A sufficien; sun snzll be aeposi-el wirn cze cr-5- ;ee cncer tne inde-cure seczr:~c rne O;C 33ncs r ?rovlde fcr he ?almen= of sa~lOiZ 3or.e~ ;r. acccrcance v:zn sarc

12.23 A sufficient sum to pay c?s:s 05 iss~ance, in- clucinq fiscal, le~al,bond insurance, printing and o;ner expenses properly incidezzal to tne issuance of tne Serles

1985- aonds and to the refunsing of tne Old 3oncs snall oe applied to such purpose.

12.24 Any remainder shall be deposited in the Renewal and Replacement Reserve Accounr. -

Yoney aeposited with the trcstee under the -.in~e--~- ,L& e seccrinp the 0ll 3oncs snrll be neld by said trcscee EZG invesiec ourstian:- -- - to an Escrow A~reement r? be enrerec inzo berween rne C~uniyzinc said trusree.

mTIC;Z XIII

Secticn -L13.1 3enefit cf Inaer.rcre. -;xce?z as herein ex?ressly o;nervLse pr~aioec,norclng ~r ;srs Znae~zcreexlressed or in~l~e2-. is in~exaeCcr snzll se ccnscruel zo czcfer c?on any person, z:rm ir cor?or+rlcn czner rkan rne ~arriesnerezo azd rne :=lae:s ;a$ acy insurers cf z-e 3oncs issued unaer anc secured sy

-A,kb,. a ri~n:, rene6:i sr CLE-Z. lepal cr er~;za~Le, ---.--4 ------. uzder 31 DY r~asoncf rt~s-noezrcre or zny c~venazz,ccnc2r:oz or sr~?ulazion nereof. znis. inaen~nre. znZ all izs COV~Z+Z=S~ c3ndi::or.s an8 s;i?ela:icns Delng inzenaed to De znl ~eingfir cne sole 2nd exclcsLve sens5iz cf zne jarries nerezo ar.6 tne holders and any insurers cf zne Boncs: Section -13.2 Severibilirv In case any one or more 05 the ?rovislons of cnrs indenzure cr of zne =on& shrll for eny =elson be hel2 ro be illegal or Lnva?il, sucn illegzliry cr iz- vz.lidi:y sh+ll not ~Sfect+ny oxher provision cf rnis indenaze or of ;he >ones, Scz ='is inaenxnre and tne aonds shrll be c3c- srsued and edorced +s i sach -illes+l or invalid pzovision._. nal nor been con;aine6 rhereis. In crse any covesar.z, s~~~-iZ~~21 obliga~icn cz apreartezz contzined in tne Eioncs or in =ne Inden- Zure s%ll Cor zny reason De neld zo be unerLorcetbLe cr in violz=ion rf law, =hen sucl c~venznt,szipulation. obllqazion Or agreener: s.'.all be deemel to be rhe covesanr, sxi?ularicn, Db- -'igaricz cs agresmer.r 05 the Counry :o tne frill exzezx =?.at =ne power :o incur sucn obligexion or ro make sucn covenrzr. szipla- +.ran . c- 2grees;ez- shzll hrve been conferred on :ne CDLZZ~by lz~. Secticn 13.3 Eozcs ?avable Sclelv fror ?:PC?~? ?.e- - - n ~ezueszo: S:?c:nc 33 ,:C:V~SL~~S. ,ne 5oncs co 3s: csRs=;z~~?a * - . . - - re3: cf rne C~xr-~.. DL= sztn 2snds sr.2-i be gaya~l~so-e-y ~F=F, he Plecqec 2evezues and said Bonds shall not cirecrly, indirectly or continqently o~liaace tne County to levy cr zo piedoe any form 02 taxazion whatever therefor or to make any apprcpria- tlon for their paymenc, except as otherwise providec in :,'is Inaenture. Section -13.4 Notices. 2xcept as otherwise provided herein, all norlces, requeszs, aemancs and o~hercommunications reauired or permitted unaer this Inaeniure shall be deemed. t=, have been duly given if aelivered or mailed, firs: class, postace prepaid, as follows: (a) If to the Ccu~ty:

C/O 302rZ cf C~CZZ~Cc:....Fssioners P.O. 3ox 1393 Orlando, 'Icrida Attenzion: Cocnzy Akiinis=razor wlrn carDon copy Aztenzion: County Com?tr~ller

(D) ,,- C t~ the "r~scee: Soczhezst 3ank, N .;-. One Souzzeas: ?ir,zncial Center Xlzrnl, 'lori~a 33131 At=ez=ion: Czr2cr~zeTrcsz 3e~arzaezz

3 c.: such other ?ersozs . cr. aocresses -,he zes2ecrive 2azty her~~fceraesicnares ix wrlz:xG zo rae ozher. Section -'3.5 Tspezts u on Saturdavs, Sundavs, oft. Yhenever a care c3cn w,-.Acn a paymenc AS co De naae unaer -:?AS Inaenture falls on a Saturday, Sun~sy,a legal holiday or , . ipes-.-1.-. zny 3th-e~cay cn wnich ban~~xg ,L,,,lo~s are authorize2 to be close2 in :he State- b. ukicn rhe aq?nenc is to be mace, sucn pazmezt xay be xiiaae on the nexz succeeding seculzr lay wirnouz iczeresz foz rne intervezing perioc. Section -13.6 A~zlitzSleLaw. This Indenture stzll be construe2 under ano governed 3y zne laws of t5e St~zecf rlorilz.-

Section 13.7 f~zntez~arts. mi--,-s; Indenture rnty be execr;red in ,,-p-e ' cerezch of wnich shall be re- rnc'-; .. - --.=,aed 7 for ill cr2oses as an cr~c~na~;and sucn t~l~--o--,,.,,,+a== 5 shall c~nstlru~ebur cnr and the same icstrument, m Sem+; mm ' Xea2incs 2nd Ca~:icrs. headincs . 3. - - ,he an2 c:zptiscs of ~neAr;:c-es - szc Secr~3nsci zz;s -3cenzzre have bee-. . :i:serre2 f3: csnveniezce znC referer.rc pur?cses cnly 232 sr.a-- nor be deened to constituze a par= nerecf.

IN WITNZSS WZZREOF, OUNGE C33NT?if FLORIDA, by resclu- tion duly adopted by its Board of Counry C?missioners has caused tnis inaenrure to be execute6 by the C5airnrn of the 9oard cf County Commissioners and the corporate seal of said County to be hereunto affixed, attested by the County Com?trolier and ex officio Cierk of said Board, and Southeast Bank, N.A., in the City of Miami, Florida, has caused this Indenture to be executed and atresred in is be?.alf by irs duly au~3orizecoEficers and ics corporate seal to be hereucr~affixel, all 2s cf the day anZ ye+? Sirs-. above wrizren, but acrually -?.is= - day of Decemjer, 1985.

(County Seall By *Au%w-" Cna~rzancf rne 30arc cz Attest:

Csunty Csn?=rc-ler. -

(Trcsree Sszl) Section -13.8 Eea2incs an? Ca~rions. The heaei-cs an2 captions of cne Arz;c~es anc 5ecz;ons o: ZELS Inde-zure crve been.. inser~ed for convenience an2 reference FcrFoses oxly rxd sr.r-1 not be deemed to c?nscitu;e a part hereof

LN WITNESS WrlSRfOF, ORANGE COUNTY, FLORIDA, by resolution duly adopted by ics 4oard of Counzy Commissioners has cacsed this indenture to be executed by the Chairman of the 3oard of County Commissioners and the corporate se+l of said Councy co be hereunto affixed, atrested by the Counry Camptroller and ex ofzicio Clerk of said Board, and Southeast Bank, N.R., in the City o: Miami, Florida, has caused this indenrure to be executed and attesced in its behalf by its 2uly authorized officers and i-s corporate seal to be hereunto a:'ixec, 211 as of the cay and yezr firs; above writcen, but acrutlly thisyy- day tf Decenbe:,

(County Sed

Attest :

(Trustee Seal)