RESOLUTION NO

MIA 184152500v2 RESOLUTION NO. 15-028 A RESOLUTION OF THE SCHOOL BOARD OF OSCEOLA COUNTY, FLORIDA, AUTHORIZING EXECUTION OF AMENDED AND RESTATED SCHEDULE 1995A AND AMENDED AND RESTATED SCHEDULE 2004A TO THE MASTER EDUCATIONAL FACILITIES LEASE PURCHASE AGREEMENT AND A SERIES 2014A ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF A SERIES 2014A SUPPLEMENTAL TRUST AGREEMENT; APPROVING THE NEGOTIATED SALE THROUGH A DIRECT PRIVATE PLACEMENT OF REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2014A IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $12,500,000 FOR THE PURPOSE OF REFINANCING A PORTION OF THE OBLIGATIONS OF THE SCHOOL BOARD UNDER THE (1) SERIES 1995A LEASE BY REFUNDING ALL OF THE OUTSTANDING SERIES 2004B CERTIFICATES AND THE SERIES 2004C CERTIFICATES AND (2) SERIES 2004A LEASE BY REFUNDING ALL OF THE OUTSTANDING SERIES 2004A CERTIFICATES, AND AUTHORIZING EXECUTION OF A CERTIFICATE PURCHASE CONTRACT; AUTHORIZING THE EXECUTION OF SUCH FURTHER AGREEMENTS AND AMENDMENTS AS SHALL BE NECESSARY OR DESIRABLE TO CARRY OUT THE PURPOSES OF THIS RESOLUTION; PROVIDING FOR INCIDENTAL ACTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The School Board of Osceola County, Florida (the School Board ), as the governing body of the School District of Osceola County, Florida (the District ), has determined to finance and refinance certain of its capital needs through a master lease purchase agreement pursuant to Sections 1001.42 and 1013.15, Florida Statutes; and WHEREAS, the School Board has the power under Sections 1001.32(2) and 1001.42(2), Florida Statutes, to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for educational purposes, and under Sections 1001.42(11) and 1013.15(2), Florida Statutes, to enter into leases or lease purchase arrangements of sites and educational facilities for school purposes; and WHEREAS, the School Board and the Florida School Boards Association, Inc. (the Association ), a not-for-profit corporation, have provided for the lease purchase financing and refinancing of certain real property and educational facilities ( Facilities ) from time to time by entering into a Master Educational Facilities Lease Purchase Agreement dated as of April 1, 1992 (the Master Lease ) and related agreements; and

WHEREAS, the Facilities to be leased from time to time are identified on separate Schedules (each a Schedule ) attached to the Master Lease; and WHEREAS, the Association has entered into a Master Trust Agreement dated as of April 1, 1992 (the Trust Agreement ) with U.S. Bank National Association (successor in interest to First Union National Bank of Florida), as trustee (the Trustee ), providing for the issuance of series of Certificates of Participation to the public from time to time, representing undivided proportionate interests in the principal portion and interest portion of the Basic Lease Payments to be made by the School Board under the Master Lease and the Schedule(s) relating to such series of Certificates of Participation; and WHEREAS, pursuant to an Assignment and Assumption Agreement (the Assignment ) dated as of April 1, 2010, among the School Board, the Association and the Trustee, the Association assigned to the Osceola County School Board Leasing Corporation (the Corporation ), all of its right, title and interest under (a) the Master Lease and all related Schedules, (b) all Ground Leases between the Association and the School Board, (c) all Assignment Agreements between the Association and the Trustee, and (d) the Trust Agreement and all related Supplemental Trust Agreements, and the Corporation has assumed all of the Association s obligations thereunder; and WHEREAS, the School Board and the Association entered into (i) a Series 1995A Ground Lease dated as of October 1, 1995 (the Series 1995A Ground Lease ) and (ii) Schedule 1995A dated as of October 1, 1995, ( Schedule 1995A and together with the Master Lease, the Original Series 1995A Lease ) to the Master Lease pursuant to which the School Board leased certain real property to the Corporation and subleased from the Corporation such real property and leased the improvements thereon, known respectively as the Series 1995A Facility Sites and the Series 1995A Facilities ; and WHEREAS, to provide funds for the acquisition and construction of the Series 1995A Facilities, Certificates of Participation, Series 1995A (the Series 1995A Certificates ) were issued in the aggregate principal amount of $40,510,000 pursuant to the Trust Agreement, as supplemented by a Series 1995A Supplemental Trust Agreement dated as of October 1, 1995 (the Trust Agreement, as so supplemented is referred to herein as the Series 1995A Trust Agreement ); and WHEREAS, the Association assigned substantially all of its interest in the Series 1995A Ground Lease and the Original Series 1995A Lease to the Trustee pursuant to a Series 1995A Assignment Agreement dated as of October 1, 1995 (the Series 1995A Assignment Agreement ); and WHEREAS, as a result of a decline in interest rates, the School Board refinanced a portion of its obligations under the Original Series 1995A Lease by amending and restating the Original Series 1995A Lease as of April 15, 1999, and refunded a portion of the Series 1995A Certificates from a portion of the proceeds of the issuance of $47,365,000 Certificates of Participation, Series 1999A (the Series 1999A Certificates ), pursuant to the Trust Agreement, MIA 184152500v2-2 -

as supplemented by a Series 1999A Supplemental Trust Agreement dated as of April 15, 1999; and WHEREAS, as a result of a decline in interest rates the School Board refinanced an and additional portion of its obligations under the Original Series 1995A Lease, as previously amended and restated, by further amending and restating the Original Series 1995A Lease, as previously amended, as of November 1, 2004, and refunded an additional portion of the Series 1995A Certificates from the proceeds of the issuance of Certificates of Participation, Series 2004B, in the aggregate principal amount of $6,230,000 (the Series 2004B Certificates ), and Certificates of Participation, Series 2004C, in the aggregate principal amount of $12,620,000 (the Series 2004C Certificates, and collectively with the Series 2004B Certificates, the Series 2004 Certificates ) pursuant to the Trust Agreement, as supplemented by a Series 2004B/C Supplemental Trust Agreement dated as of November 1, 2004; and WHEREAS, as a result of a decline in interest rates the School Board refinanced a further portion of its obligations under the Original Series 1995A Lease, as previously amended and restated, by further amending and restating the Original Series 1995A Lease, as previously amended and restated, as of December 1, 2009, and refunded all of the Series 1999A Certificates from the proceeds of the issuance of Certificates of Participation, Series 2009A, in the aggregate principal amount of $35,165,000 (the Series 2009A Certificates ) pursuant to the Trust Agreement, as supplemented by a Series 2009A Supplemental Trust Agreement dated as of December 1, 2009 (the Series 2009A Supplemental Trust Agreement ); and WHEREAS, the School Board and the Association entered into (i) a Series 2004A Ground Lease dated as of November 1, 2004, as amended as of June 2, 2006 (as amended, the Series 2004A Ground Lease ) and (ii) Schedule 2004A dated as of November 1, 2004, ( Schedule 2004A and together with the Master Lease, the Original Series 2004A Lease ), to the Master Lease pursuant to which the School Board leased certain real property to the Corporation and subleased from the Corporation such real property and leased the improvements thereon, known respectively as the Series 2004A Facility Sites and the Series 2004A Facilities; and WHEREAS, to provide funds for the acquisition and construction of the Series 2004A Facilities, Certificates of Participation, Series 2004A (the Series 2004A Certificates ) were issued in the aggregate principal amount of $63,245,000 pursuant to the Trust Agreement, as supplemented by a Series 2004A Supplemental Trust Agreement dated as of November 1, 2004 (the Trust Agreement, as so supplemented is referred to herein as the Series 2004A Trust Agreement ); and WHEREAS, the Association assigned substantially all of its interest in the Series 2004A Ground Lease and the Original Series 2004A Lease to the Trustee pursuant to a Series 2004A Assignment Agreement dated as of November 1, 2004 (the Series 2004A Assignment Agreement ); MIA 184152500v2-3 -

WHEREAS, as a result of a decline in interest rates the School Board refinanced a portion of its obligations under the Original Series 2004A Lease by amending and restating Schedule 2004A as of June 1, 2013, and refunding a portion of the Series 2004A Certificates from the proceeds of the issuance of $41,880,000 Certificates of Participation, Series 2013A (the Series 2013A Certificates ), pursuant to the Trust Agreement, as supplemented by a Series 2013A Supplemental Trust Agreement dated as of June 1, 2013; and WHEREAS, as a result of a decline in interest rates the School Board wishes to consider refinancing (a) an additional portion of its obligations under the Original Series 2004A Lease by further amending and restating the Original Series 2004A Lease, as previously amended and restated, as of November 1, 2014 (the Series 2004A Lease ), and refunding all of the outstanding Series 2004A Certificates ( Refunded Series 2004A Certificates ), and (b) a portion of its obligations under the Original Series 1995A Lease by further amending and restating the Original Series 1995A Lease, as previously amended and restated, as of November 1, 2014 (the Series 1995A Lease ) and refunding all of the Series 2004B Certificates (the Refunded Series 2004B Certificates and all of the Series 2004C Certificates (the Refunded Series 2004C Certificates and together with the Refunded Series 2004A Certificates and the Refunded Series 2004B Certificates, the Refunded Certificates ); and WHEREAS, to accomplish such refinancing, the Corporation may enter into a Series 2014A Supplemental Trust Agreement (the Series 2014A Supplemental Trust Agreement ) with the Trustee to be dated as of November 1, 2014 providing for the issuance of refunding Certificates of Participation, Series 2014A in an aggregate principal amount not to exceed $12,500,000 (the Series 2014A Certificates ) to refund the Refunded Certificates, which Series 2014A Certificates will represent undivided proportionate interests in the principal portion and interest portion of a portion of the basic lease payments to be made under (a) the Series 1995A Lease equally and ratably with the Series 2009A Certificates allocable to the Series 1995A Lease, and (b) the Series 2004A Lease equally and ratably with the Series 2013A Certificates allocable to the Series 2004A Lease, and in the manner provided in the Trust Agreement as amended and supplemented by the Series 2014A Supplemental Trust Agreement; and WHEREAS, the School Board deems it to be in the best interests of the District based on information and advice provided by the School Board s Financial Advisor to accept that proposal to purchase the Series 2014A Certificates which will provide the most favorable financing terms available to the School Board and will result in the lowest possible risk and costs associated with the Series 2014A Certificates and will enable the School Board to lock in the interest rates prior to issuance of the Series 2014A Certificates; and WHEREAS, a portion of the proceeds of the sale of the Series 2014A Certificates will be deposited with U.S. Bank National Association, as escrow agent (in such capacity, the Escrow Agent ), under a Series 2014A Escrow Deposit Agreement dated as of November 12, 2014 (the Series 2014A Escrow Deposit Agreement ), between the School Board and the Escrow Agent and used to prepay the Refunded Certificates on December 1, 2014 (the Prepayment Date ), at a Prepayment Price equal to 100% of the principal portion of Basic Lease Payments represented by the Refunded Certificates, together with interest accrued to the Prepayment Date; - 4 - MIA 184152500v2

NOW THEREFORE, BE IT RESOLVED BY THE SCHOOL BOARD OF OSCEOLA COUNTY, FLORIDA THAT: Section 1. Amended and Restated Schedule 1995A ( Amended and Restated Schedule 1995A ), which together with the Master Lease shall constitute the Series 1995A Lease, substantially in the form submitted to this meeting and attached hereto as Exhibit A-1, and Amended and Restated Schedule 2004A ( Amended and Restated Schedule 2004A ), which together with the Master Lease shall constitute the Series 2004A Lease, substantially in the form submitted to this meeting and attached hereto as Exhibit A-2, are hereby approved, with such insertions, modifications and changes as may be approved by any one of the Chairman, Vice Chairman or the Superintendent, and the Chairman or Vice Chairman and the Secretary, upon such approval, are hereby authorized and directed to execute Amended and Restated Schedule 1995A and Amended and Restated Schedule 2004A. The execution of Amended and Restated Schedule 1995A and Amended and Restated Schedule 2004A by the Chairman or Vice Chairman and the Secretary shall constitute conclusive evidence of the approval thereof. Section 2. The Series 2014A Escrow Deposit Agreement between the School Board and the Escrow Agent, substantially in the form submitted to this meeting and attached hereto as Exhibit B, is hereby approved, with such insertions, modifications and changes as may be approved by any one of the Chairman, Vice Chairman or the Superintendent, and the Chairman or Vice Chairman and the Secretary, upon such approval, are hereby authorized and directed to execute the Series 2014A Escrow Deposit Agreement. The execution and delivery of the Series 2014A Escrow Deposit Agreement by the Chairman or Vice Chairman and the Secretary shall constitute conclusive evidence of the approval thereof. Section 3. The form of Series 2014A Supplemental Trust Agreement between the Corporation and the Trustee submitted to this meeting and attached hereto as Exhibit C is hereby approved, with such insertions, modifications and changes as may be approved by any one of the Chairman, Vice Chairman or the Superintendent. The execution and delivery of the Series 2014A Supplemental Trust Agreement by the Corporation and the Trustee shall constitute conclusive evidence of the approval thereof. Section 4. (a) It is hereby found and declared that a negotiated direct placement sale of the Series 2014A Certificates to Wells Fargo Municipal Capital Strategies, LLC or an affiliate thereof (the Initial Purchaser ) provides the School Board with the most attractive financial structure and enables the School Board to lock in and not be subject to potential increases in interest rates prior to the issuance of the Series 2014A Certificates, is in the best interest of the School Board and is found to be necessary on the basis of the following reasons, as to which specific findings are hereby made: MIA 184152500v2 (i) the volatility of the municipal market, including the market for annual appropriation tax exempt securities such as the Series 1995A Lease and the Series 2004A Lease as represented by the Series 2014A Certificates, requires flexibility in order to permit the School Board to enter the market at the most advantageous time, rather than at a specific advertised date, thereby permitting the School Board to obtain the - 5 -

best possible price and interest rate with respect to the Series 2014A Certificates and achieve its savings goals, and any lack of flexibility in the sale of the Series 2014A Certificates could be prejudicial to the School Board and to the public; (iii) the nature of the refinancing of all or a portion of the School Board s obligations under the Series 1995A and the Series 2004A Lease, and the refunding of the Refunded Certificates, is a complex transaction and the structure of the issue and the current demand for this type of security support a negotiated sale; and (iv) the School Board will not be adversely affected if the Series 2014A Certificates are not sold pursuant to a competitive sale. The form of the Certificate Purchase Contract (the Purchase Contract ) for the Series 2014A Certificates among the Initial Purchaser, the Corporation and the School Board, submitted to this meeting and attached hereto as Exhibit D, and the sale of the Series 2014A Certificates by the Corporation and the Trustee upon the terms and conditions set forth therein, is hereby approved, with such insertions, modifications and changes as may be approved by the Superintendent, and the Chairman, Vice Chairman or Secretary, upon such approval by the by the Superintendent, are each hereby authorized and directed to execute the Purchase Contract. The execution and delivery of such Purchase Contract by any of the Chairman, Vice Chairman or Secretary shall constitute conclusive evidence of the approval thereof. Execution of the Purchase Contract is subject to the following additional requirements: (i) the aggregate principal amount of the Series 2014A Certificates shall not exceed $12,500,000; (ii) the final maturity of the Series 2014A Certificates shall not be later than June 1, 2028; and (iii) the net present value savings as a result of the refunding of the Refunded Certificates shall not be less than 3.00% of the par amount of the Refunded Certificates. Section 5. The Chairman, Vice Chairman, Secretary, Superintendent, Chief Business and Finance Officer, Director of Finance and the School Board Attorney are each authorized and directed to execute and deliver all additional documents, contracts, instruments and certificates and to take all actions and steps on behalf of the School Board, including without limitation, to change the series designation or the dated date of any and all documents in the event of a delay in the issuance of the Series 2014A Certificates, on behalf of the School Board which are necessary or desirable in connection with the issuance of the Series 2014A Certificates, the execution and delivery and compliance with the provisions of the Master Lease, Amended and Restated Schedule 1995A, Amended and Restated Schedule 2004A, the Trust Agreement, the Series 2014A Supplemental Trust Agreement, the Series 2014A Escrow Deposit Agreement and the Purchase Contract, or the refinancing of the Series 1995A Facilities and the Series 2004A MIA 184152500v2-6 -

Facilities or the purchase and sale of certain Government Obligations in the Escrow Deposit Trust Fund and which are not inconsistent with the terms and provisions of this Resolution. Section 6. It is hereby found and determined that all formal actions of the School Board concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the governing body of the School Board, and that all deliberations of the governing body of the School Board that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements. Section 7. If any section, paragraph, clause or provision of this Resolution shall be held invalid by any court of competent jurisdiction, such holding shall not affect any other section, paragraph, clause or provision of this Resolution. Section 8. All resolutions or portions thereof previously adopted by the School Board which are inconsistent with the provisions of this Resolution are hereby repealed to the extent of such inconsistency. Section 9. This Resolution shall take effect immediately upon its adoption. [Remainder of page intentionally left blank] MIA 184152500v2-7 -

[SEAL] Attest: Voting for the adoption of the foregoing Resolution were: Voting against the adoption of the foregoing Resolution were: Adopted this 4th day of November, 2014. Secretary, The School Board of Osceola County, Florida Approved as to form: School Board Attorney Chairman, The School Board of Osceola County, Florida MIA 184152500v2-8 -

EXHIBIT A-1 FORM OF AMENDED AND RESTATED SCHEDULE 1995A MIA 184152500v2

SCHEDULE 1995A dated as of October 1, 1995 as Amended and Restated as of April 15, 1999, November 1, 2004, and December 1, 2009, and as further Amended and Restated as of November 1, 2014 to Master Educational Facilities Lease Purchase Agreement by and among OSCEOLA COUNTY SCHOOL BOARD LEASING CORPORATION (successor in interest to The Florida School Boards Association, Inc.), as Lessor (the Corporation ), and THE SCHOOL BOARD OF OSCEOLA COUNTY, FLORIDA as Lessee (the School Board ) and U.S. BANK NATIONAL ASSOCIATION (successor in interest to First Union National Bank of Florida), as Trustee and Assignee (the Trustee ) MIA 184150808v2

This AMENDED AND RESTATED SCHEDULE 1995A (the Schedule or Schedule 1995A ) is hereby entered into under and pursuant to that certain Master Educational Facilities Lease Purchase Agreement dated as of April 1, 1992, as amended and supplemented (the Master Lease ) pursuant to which the Corporation has agreed to lease purchase unto the School Board and the School Board has agreed to lease purchase from the Corporation, subject to the terms and conditions of the Master Lease, which are hereby incorporated by reference as if set out in full herein, the Series 1995A Facilities herein described together with the rights described in clauses (b), and (c) of Section 1 in the Series 1995A Ground Lease. The Master Lease with respect to this Schedule and as amended, modified and supplemented hereby, is referred to herein as the Series 1995A Lease. All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. SECTION 1. Definitions. For purposes of the Series 1995A Lease the following terms have the meaning set forth below. All terms not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series 2004B/C Supplemental Trust Agreement and the Series 2009A Supplemental Trust Agreement. Assignment Agreement shall mean the Series 1995A Assignment Agreement dated as of October 1, 1995 between the Corporation and the Trustee. Certificates or Series of Certificates shall mean, collectively, the Series 2009A Certificates and the Series 2014A Certificates, allocable to this Schedule 1995A. Commencement Date for the Series 1995A Lease is October 15, 1995. Continuing Disclosure Agreement shall mean that certain Continuing Disclosure Agreement, dated December 18, 2009, in connection with the issuance of the Series 2009A Certificates. Movable Equipment Purchase Date for the Series 1995A Lease is the date of acceptance thereunder for each item of Movable Equipment. Participating Underwriter shall mean any of the original underwriters of the Series 2009A Certificates required to comply with the Rule in connection with the offering of the Series 2009A Certificates. Rating Agency shall mean each of Moody s Investors Service, Standard & Poor s, a division of The McGraw-Hill Companies, Inc. and Fitch Ratings and any other nationally recognized rating service not unacceptable to the Series 2009A Credit Facility Issuer which shall have provided a rating on any Outstanding Certificates. Rule shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Series 1995A Facilities shall mean the Facilities described in Section 3 of this Schedule 1995A. MIA 184150808v2

Series 1995A Facility Sites shall mean the Facility Sites described in Section 4 of this Schedule 1995A ground leased by the School Board to the Corporation, as the same may be amended or supplemented from time to time. Series 1995A Ground Lease shall mean the Series 1995A Ground Lease dated as of October 1, 1995 between the School Board as Lessor and the Corporation as Lessee, as amended as of April 15, 1999, as the same may be further amended or supplemented from time to time. Series 1995A Supplemental Trust Agreement shall mean the Series 1995A Supplemental Trust Agreement dated as of October 1, 1995 between the Corporation and the Trustee. Series 1999A Certificates shall mean the $47,365,000 Certificates of Participation, Series 1999A dated as of April 15, 1999, issued under the Trust Agreement and evidencing undivided proportionate interests of the owners thereof in Basic Lease Payments to be made by the School Board pursuant to the Master Lease. Series 1999A Supplemental Trust Agreement shall mean the Series 1999A Supplemental Trust Agreement dated as of April 15, 1999, between the Corporation and the Trustee. Series 2004 Certificates shall mean, collectively, the Series 2004B Certificates and the Series 2004C Certificates. Series 2004B Certificates shall mean the $6,230,000 Certificates of Participation, Series 2004B, dated November 16, 2004, issued under the Trust Agreement and evidencing undivided proportionate interests of the owners thereof in Basic Lease Payments to be made by the School Board pursuant to the Master Lease. Series 2004B/C Supplemental Trust Agreement shall mean the Series 2004B/C Supplemental Trust Agreement dated as of November 1, 2004, between the Corporation and the Trustee. Series 2004C Certificates shall mean the $12,620,000 Certificates of Participation, Series 2004C, dated March 3, 2005, issued under the Trust Agreement and evidencing undivided proportionate interests of the owners thereof in Basic Lease Payments to be made by the School Board pursuant to the Master Lease. Series 2009A Certificates shall mean the $35,165,000 Certificates of Participation, Series 2009A, dated December 18, 2009, issued under the Trust Agreement and evidencing undivided proportionate interests of the owners thereof in Basic Lease Payments to be made by the School Board pursuant to the Master Lease. Series 2009A Credit Facility shall mean the financial guaranty insurance policy issued by the Series 2009A Credit Facility Issuer on December 18, 2009 guaranteeing payment of the principal and interest in respect of the Series 2009A Certificates when due. MIA 184150808v2 2

Series 2009A Credit Facility Issuer shall mean Assured Guaranty Corp., a Maryland insurance corporation, or any successor thereto or assignee thereof. Series 2009A Supplemental Trust Agreement shall mean the Series 2009A Supplemental Trust Agreement dated as of December 1, 2009, between the Corporation and the Trustee. Series 2014A Certificates shall mean the $[PAR] Certificates of Participation, Series 2014A, Evidencing Undivided Proportionate Interests of the Owner Thereof in Basic Lease Payments to be made by The School Board of Osceola County, Florida, as Lessee, pursuant to a Master Educational Facilities Lease Purchase Agreement with the Corporation, as successor to The Florida School Boards Association, Inc., as Lessor. Series 2014A Supplemental Trust Agreement shall mean the Series 2014A Supplemental Trust Agreement dated as of November 1, 2014, between the Corporation and the Trustee. SECTION 2. Lease Term. The total of all Lease Terms of the Series 1995A Lease are expected to be approximately twenty-four (24) years consisting of an Original Term of approximately eight and one-half (8 1/2) months from October 15, 1995, through and including June 30, 1996 and twenty-three (23) Renewal Terms through June 30, 2019. Each Lease Term shall be subject to annual renewal pursuant to the provisions of Article III of the Master Lease. SECTION 3. Series 1995A Facilities to be Lease Purchased. A general description of the Series 1995A Facilities and the estimated costs of the Series 1995A Facilities to be leasepurchased under the Series 1995A Lease are as set forth in Exhibit A hereto. The School Board reserves the right to substitute other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease. SECTION 4. Series 1995A Facility Sites Ground Leased to the Corporation and Permitted Encumbrances. The legal descriptions of the Series 1995A Facility Sites to be ground leased to the Corporation and Permitted Encumbrances (in addition to those specified in the Master Lease) are as set forth in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series 1995A Ground Lease. SECTION 5. Application of Certain Proceeds of the Certificates. (a) Pursuant to the provisions of the Series 1995A Supplemental Trust Agreement, the Trustee deposited the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 1995A Certificates, together with other legally available funds: Amount * Account $15,605,659.00 Series 1995A Acquisition Account 217,580.23 Series 1995A Cost of Issuance Subaccount ** 3,511,392.09 Series 1995A Reserve Account 100,129.88 Series 1995A Lease Payment Account *** MIA 184150808v2 3

23,995,004.66 Series 1992A Escrow Fund * Includes $3,007,900.86 of other legally available funds. ** Excludes $311,800.78 premium for the municipal bond insurance policy for the Series 1995A Certificates. *** Represents accrued interest. (b) Pursuant to the provisions of the Series 1999A Supplemental Trust Agreement, (i) the Trustee deposited the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 1999A Certificates, together with other legally available funds: Amount Account $11,000,000.00 Series 1999A Acquisition Account 53,400.18 Series 1999A Cost of Issuance Subaccount * 49,331.25 Series 1999A Lease Payment Account ** 22,659,105.00 *** Series 1994A and Series 1995A Escrow Deposit Trust Fund **** * Excludes $281,807.34 premium for the municipal bond insurance policy for the Series 1999A Certificates. ** Represents accrued interest. *** Includes $592,901.25 of other legally available funds. **** Includes amounts for refunding of Series 1994A Certificates and the Refunded Series 1995A Certificates. and (ii) the Trustee transferred funds in the Series 1995A Reserve Account in the amount of $3,511,392.00 to the School Board upon the issuance of the Series 1999A Certificates. (c) Pursuant to the provisions of the Series 2004B/C Supplemental Trust Agreement, the Trustee deposited the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2004B Certificates, together with other legally available funds: Amount Account $27,398.35 Series 2004B Cost of Issuance Subaccount * $6,211,030.18 Series 2004B Escrow Deposit Trust Fund * Excludes $23,157.12 premium for the municipal bond insurance policy for the Series 2004B Certificates. (d) Pursuant to the provisions of the Series 2004B/C Supplemental Trust Agreement, the Trustee deposited the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2004C Certificates, together with other legally available funds: MIA 184150808v2 4

Amount Account $73,952.67 Series 2004C Cost of Issuance Subaccount * Series 2004C Escrow Deposit Trust Fund $13,558,243.75 * Excludes $47,478.15 premium for the municipal bond insurance policy for the Series 2004C Certificates. (e) Pursuant to the provisions of the Series 2009A Supplemental Trust Agreement, the Trustee shall deposit the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2009A Certificates, together with other legally available funds: Amount Account $8,757,591.68 Escrow Deposit Trust Fund 53,013.49 Series 2009A Cost of Issuance Subaccount * * Excludes $78,780.54 premium for the municipal bond insurance policy for the Series 2009A Certificates. (f) Pursuant to the provisions of the Series 2014A Supplemental Trust Agreement, the Trustee shall deposit the following sums attributable to the Series 1995A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2014A Certificates: Amount Account $ Escrow Deposit Trust Fund $ Series 2014A Cost of Issuance Account SECTION 6. Basic Lease Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (May 26 and November 25) and the Remaining Principal with respect to the Series 1995A Facilities to be lease purchased, which amounts are represented by the Series 2009A Certificates and the Series 2014A Certificates, attributable to the Series 1995A Facilities, are set forth in Exhibit C hereto. The Composite Schedule of Basic Lease Payments set forth in Exhibit C hereto shall be no less than the principal and interest payments with respect to the portion of the Certificates relating to the Series 1995A Facilities and shall only be amended in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of the Certificates pursuant to Section 7.2 or 7.3 of the Master Lease, and prepayment or defeasance of Series 2009A Certificates pursuant to Article III of the Series 2009A Supplemental Trust Agreement or Section 801 of the Trust Agreement or prepayment or defeasance of Series 2014A Certificates pursuant to Article III of the Series 2014A Supplemental Trust Agreement or Section 801 of the Agreement. Trust MIA 184150808v2 5

The interest portion of the Basic Lease Payments represented by the Series 2009A Certificates expressed as an annual interest rate, is exempt from the limitations on interest rates set forth in Section 215.84, Florida Statutes, since the Certificates are rated within the three highest rating categories by a nationally recognized rating service. Upon the occurrence of a Determination of Taxability, the rate applicable to Series 2014A Interest will be increased in order to provide Lease Payments sufficient to pay the portion of Series 2014A Interest allocable to the Series 1995A Lease at an interest rate as described in Section 201(g) of the Series 2014A Supplemental Trust Agreement. Upon the occurrence of a Credit Event or an Event of Default (as defined in Section 201(g) of the Series 2014A Supplemental Trust Agreement) and subject to any notice requirement described in Section 201(g) of the Series 2014A Supplemental Trust Agreement, the rate applicable to Series 2014A Interest will be increased in order to provide Lease Payments sufficient to pay the portion of Series 2014A Interest allocable to the Series 1995A Lease at a Default Rate. SECTION 7. Additional Lease Payments. (a) Additional Lease Payments with respect to the Series 2004 Certificates consist of the following: Trustee Fees: Trustee Expenses: Corporation Service Fees: Corporation Expenses: Dissemination Agent: Dissemination Agent Expenses: An annual fee of $3,500, payable annually in advance and an acceptance fee of $1,000 for each Series of Certificates. At Cost. An annual fee of $5,000 during the first year, and an annual fee of $3,000 thereafter. As provided in the Master Lease and the Trust Agreement. An annual fee of $500 for the Continuing Disclosure Agreement relating to the Series 2004 Certificates. At cost. (b) Additional Lease Payments with respect to the Series 2009A Certificates consist of the following: Trustee Fees: Trustee Expenses: An annual fee of $2,700, payable annually in advance and a one-time acceptance fee of $1,250. Expenses to be billed at cost. Legal fee for Trustee counsel at closing of $4,500. Thereafter, reasonable costs and expenses pursuant to the Master Lease or MIA 184150808v2 6

Corporation Service Fees*: Trust Agreement. An annual fee of $7,500 during the first year, and an annual fee of $3,000 thereafter. Corporation Expenses: Legal fee for Trustee counsel at closing of $5,000. Thereafter, as provided in the Master Lease and the Trust Agreement. * Amounts represent combined fees for services under the Series 1995A Lease, the Series 1994A Lease and the Series 1999A Lease. (c) Additional Lease Payments with respect to the Series 2014A Certificates consist of the following: Trustee and Escrow Agent Fees: Trustee and Escrow Agent Expenses: Trustee annual fee of $, payable annually in advance. Escrow Agent fee $ at closing or $ annually. At cost. SECTION 8. Prepayment Provisions. In addition to or in lieu of the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided in Section 6 of this Schedule 1995A are subject to the following prepayment provisions: (a) Optional Prepayment. (i) Series 2009A Certificates. With respect to the Series 2009A Certificates relating to this Schedule, the principal portion of the Basic Lease Payments due on or after May 26, 2021 shall be subject to prepayment on or after May 26, 2020 by the School Board in whole or in part on any Business Day at the option of the School Board, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments to be prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date. (ii) Series 2014A Certificates. The principal portion of Basic Lease Payments represented by the Series 2014A Certificates is not subject to prepayment at the option of the School Board. (b) Extraordinary Prepayment. (i) Series 2009A Certificates. MIA 184150808v2 7

(ii) MIA 184150808v2 (A) The principal portions of Basic Lease Payments due under the Series 1995A Lease shall be subject to prepayment in whole or in part at any time and if in part, in such order of maturity of Certificates corresponding to the due dates of the principal portion of Basic Lease Payments due under the Series 1995A Lease as shall be designated by the School Board to be prepaid and by lot within a maturity in such manner as the Trustee shall determine, in an amount equal to the principal portion of the Basic Lease Payments prepaid under the Series 1995A Lease, at a Prepayment Price of par plus the interest accrued to the Prepayment Date, if there are Net Proceeds equal to or greater than ten percent (10%) of the remaining principal portion of the Basic Lease Payments relating to the Series 1995A Facilities as a result of damage, destruction or condemnation of any portion of the Series 1995A Facilities and an election is made by the School Board under Section 5.4(b) of the Master Lease to apply the amount to the prepayment in part of the principal portions of Basic Lease Payments relating to the Series 1995A Facilities and represented by the Outstanding Series 2009A Certificates. (B) The principal portion of Basic Lease Payments due under the Series 1995A Lease and represented by the Series 2009A Certificates shall be subject to prepayment in whole on any date at the option of the Series 2009A Credit Facility Issuer from funds provided by the Series 2009A Credit Facility Issuer if the Lease Term is terminated for the reasons set forth in Sections 4.1(b) or 4.1(c) of the Master Lease. Series 2014A Certificates. (A) The extraordinary prepayment provisions set forth in Section 7.2.2(b) and Section 5.5(b) of the Master Lease shall not apply to Basic Lease Payments represented by the Series 2014A Certificates. Notwithstanding anything in the Series 1995A Lease to the contrary, in lieu of the extraordinary prepayment provisions of Section 5.5(b) of the Master Lease, the amount that would be allocable to the Series 2014A Certificates had they been subject to the extraordinary prepayment provisions of Section 5.5(b) of the Master Lease, shall be used instead in accordance with the following: Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Series 1995A Lease as fully as if they were the originally leased Series 1995A Facilities or (2) at the direction of the School Board, upon delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 1995A Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) of the Master Lease. (B) The principal portion of the Basic Lease Payments due under the Series 1995A Lease and represented by the Series 2014A Certificates shall be subject to prepayment in whole at any time, at a Prepayment Price of par plus the 8

interest accrued to the Prepayment Date, if the Lease Term of all Leases is terminated for the reasons referred to in Section 4.1(b) or 4.1(c) of the Master Lease. SECTION 9. Other Special Provisions. A. Representations. (1) The School Board hereby confirms its representations, covenants and warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 1995A, and except as otherwise provided below. (2) The Corporation hereby confirms its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 1995A, and except as otherwise provided below. (3) To the extent permitted by Florida law, including by the provisions of Section 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2009A Credit Facility Issuer in accordance with the provisions of Section 503(i) of the Series 2009A Supplemental Trust Agreement. B. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2009A Credit Facility Issuer at the following addresses: Series 2009A Credit Facility Issuer: Assured Guaranty Corp. 31 West 52 nd Street New York, New York 10019 Attention: Risk Management Department Policy No: [Policy No.] Facsimile No.: (212) 581-3268 Telephone No.: (212) 974-0100 Email: riskmanagementdept@assuredguaranty.com C. Continuing Disclosure. With respect to the Series 2009A Certificates, the School Board covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Series 1995A Lease to the contrary, failure of the School Board or the Dissemination Agent to comply with the Continuing Disclosure Agreement shall not be considered an event of default thereunder or hereunder; provided, however, the Trustee may (and, at the request of any participating underwriter or the Holders of at least 25% aggregate principal amount in Series 2009A Certificates, shall) or any Holder of the Series 2009A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the School Board to comply with its obligations under this Section 9.C. For MIA 184150808v2 9

purposes of this Section, Beneficial Owner means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009A Certificates (including persons holding Series 2009A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009A Certificates for federal income tax purposes. D. Supplemental Provisions Required by Series 2009A Credit Facility Issuer. (1) Unless otherwise consented to in writing by the Series 2009A Credit Facility Issuer, the interest portion of Basic Lease Payments calculated at a variable rate (i.e. the corresponding Certificates are variable rate) due under all Leases shall not exceed 25% of the total principal portion of Basic Lease Payments due under all Leases and represented by one or more outstanding Series of Certificates issued pursuant to the Trust Agreement. (2) So long as any Series 2009A Certificates insured by the Series 2009A Credit Facility Issuer remain outstanding or any amounts are owed to the Series 2009A Credit Facility Issuer by the School Board, any interest rate exchange agreement, cap, collar, floor, ceiling, or other agreement or instrument involving reciprocal payment obligations between the School Board and a counterparty based on interest rates applied to a notional amount of principal (each an Interest Rate Exchange Agreement ) entered into by the School Board in connection with the Series 2009A Certificates or any parity obligations hereinafter issued shall meet the following conditions: (i) the Interest Rate Exchange Agreement must be entered into to manage interest costs related to, or a hedge against (A) assets then held, or (B) debt then outstanding, or (C) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Interest Rate Exchange Agreement shall not contain any leverage element or multiplier component greater than 1.0x unless there is a matching hedge arrangement which effectively off-sets the exposure from any such element or component. Unless otherwise consented to in writing by the Series 2009A Credit Facility Issuer, any termination payments to be made by the School Board to a swap provider in connection with any Series of Certificates may only be Additional Lease Payments (i.e. they shall not be considered Basic Lease Payments). The School Board shall not designate an early termination of any Interest Rate Exchange Agreement unless it demonstrates to the satisfaction of the Series 2009A Credit Facility Issuer prior such designation that the payment of any resulting termination or settlement amount that is to be payable by the School Board that such payment will not cause the School Board to be in default under the Financing Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Interest Rate Exchange Agreement must have a rating of at least A- and A3 by S&P and Moody s, respectively. If the counterparty or guarantor s rating falls below A- or A3 by either S&P or Moody s, respectively, the counterparty or guarantor shall execute a credit support annex to the Interest Rate Exchange Agreement, which credit support annex shall be acceptable to the Series 2009A Credit Facility Issuer. If the counterparty or the guarantor s long term unsecured rating falls below Baa3 or BBB- by either Moody s or S&P, respectively, a replacement counterparty or guarantor, acceptable to the Series 2009A Credit Facility Issuer, shall be required. MIA 184150808v2 10

E. Series 1995A Ground Lease and Series 1995A Assignment Agreement. The parties hereto agree that any reference in the Series 1995A Ground Lease and the Series 1995A Assignment Agreement to the Series 1995A Certificates, Series 1995A Certificate holders and Series 1995A Credit Facility Issuer shall be deemed to be references to the Outstanding Series 2009A Certificates, the Series 2009A Certificates holders, and the Series 2009A Credit Facility Issuer, respectively, each as their interests may appear. This provision shall survive the termination of the Series 1995A Lease. F. Hazardous Waste Covenant. The covenants and provisions set forth in Schedule I hereto are incorporated herein and shall be deemed a part of this Schedule 1995A. The obligations set forth therein shall survive the termination of the Series 1995A Lease. G. Supplemental Provisions Required by Initial Purchaser. (1) The School Board shall provide to the Initial Purchaser within two hundred seventy (270) days of the end of each fiscal year of the School Board during the term hereof, a copy of its audited financial statements for such fiscal year; provided, however, if the audit is being conducted by the Auditor General, the financial statements shall be provided within 15 days after they are available. (2) The School Board shall provide to the Initial Purchaser the School Board s annual budget within 30 days after the approval thereof. (3) Pursuant to Section 504 of the Master Trust Agreement, the Initial Purchaser shall direct and control all remedies on default or an event of nonappropriation pursuant to the Master Lease with respect to the Series 2014A Certificates. (4) The School Board and the Corporation hereby represent that there are no obligations currently payable under the Master Trust Agreement that are subject to immediate acceleration. The School Board and the Corporation covenant that they will not enter into any agreement payable under the Master Trust Agreement or the Master Lease that allows for immediate acceleration. H. Section 9.4 of the Master Lease. For purposes of the Series 1995A Lease, Section 9.4 of the Master Lease shall read as follows: SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Corporation and the School Board and, if required under the terms of the Trust Agreement, by the Trustee, with the consent of the Credit Facility Issuer, if any, for each series of Certificates and in the event that there is no Credit Facility Issuer for a series of Certificates, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of each such series of Certificates Outstanding who are affected by such waiver, alteration, modification, supplement or amendment shall be required. Notwithstanding the foregoing, a Schedule may be amended without obtaining the consent of Holders MIA 184150808v2 11