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1December 8, 2017 Mayor and City Commission of the City of South Miami, Florida City of South Miami Health Facilities Authority c/o City Attorney, City of South Miami 1450 Madruga Avenue, Ste 202, Coral Gables, Florida 33146 Re: Not To Exceed $950,000,000 City of South Miami Health Facilities Authority Refunding Revenue Bonds, Series 2017 (Baptist Health South Florida Obligated Group) Ladies and Gentlemen: You are each meeting today at the request of the undersigned, Baptist Health South Florida, Inc., a Florida not-for-profit corporation ("BHSF"), to consider the adoption of Resolutions to authorize the issuance of the above-referenced bonds (the "Bonds") by the City of South Miami Health Facilities Authority (the "Authority''). The undersigned hereby certifies that: 1. BHSF has been designated as the "Obligated Group Agent" under the provisions of the Amended and Restated Master Indenture dated as of December 1, 2017 (the "Master Indenture") among BHSF and the other Borrowers described below (collectively, the "Members of the Obligated Group" or the "Obligated Group") and Wells Fargo Bank, N.A., as master trustee, and, as such, has the authority to make certain decisions with respect to the other Members of the Obligated Group, including decisions regarding the financing and refinancing of projects for the Obligated Group pursuant to the Master Indenture. 2. BHSF is the parent and controlling entity of South Miami Hospital, Inc. ("South Miami Hospital"), a Florida not-for-profit corporation, which is a health facility as defined by Chapter 154 of the Florida Statutes, as amended, and is located within the Authority's jurisdiction. BHSF and South Miami Hospital have requested the Authority to issue the Bonds that will finance or refinance projects for such health facIlity, and/or for another not-for-profit corporation under common control with such health facility. 3. The following entities are under common control with BHSF and/or South Miami Hospital: Baptist Hospital of Miami, Inc. ("Baptist Hospital "), Baptist Outpatient Services, Inc. ("BOS"), Doctors Hospital, Inc. ("Doctors Hospital"), Homestead Hospital, Inc. ("Homestead Hospitaf'), Mariners Hospital, Inc. ("Mariners Hospitaf'), West Kendall Baptist Hospital, Inc. ("West Kendall Hospitaf'), Fishermen's Health, Inc. ("Fishermen's"), Bethesda Health, Inc. ("BH!'), Bethesda Hospital, Inc. ("Bethesda Hospitaf'), Bethesda Health Outpatient Services, Inc. ("BHOS"), Bethesda Health Comprehensive Imaging Services, Inc. ("BHe!'), and Bethesda BHSF 2017 -Affidavit to City Commission and Authority 4810-6072-7640 v.2.docx 1127620 Payroll Services, Inc. ("Payrolf' and, together with BHSF, Baptist Hospital, BOS, Doctors Hospital, Homestead Hospital, Mariners Hospital, South Miami Hospital, Fishermen's, BHI, Bethesda Hospital, BHOS and BHCI, the "Borrowers"). 4. As more specifically set forth in the Resolution, the proceeds of the Bonds will be used to (A) payor reimburse BHSF, South Miami Hospital, Baptist Hospital, BOS, Doctors Hospital, Homestead Hospital, Mariners Hospital, West Kendall Hospital, Fishermen's, BHI, Bethesda Hospital, BHOS, BHCI, and Payroll for, or refinance any indebtedness incurred to pay, the costs of acquiring, constructing, expanding, renovating, rehabilitating and equipping certain healthcare facilities and all necessary, attendant or related facilities, equipment, site work and utilities thereto; (B) refund all or a portion of the outstanding portion of the (1) $800,000,000 original aggregate principal amount City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 2007 (Baptist Health South Florida Obligated Group) (the "Series 2007 Bonds"), (2) $130,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010A (the "Series 2010A Bonds") and (3) $85,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010B (the "Series 2010B Bonds" and, together with the Series 2010A Bonds and the Series 2007 Bonds, the "Prior Bonds"); (C) fund a debt service reserve fund for the benefit of the Bonds, if deemed necessary or desirable by the Authority and BHSF; (D) fund working capital for any of the Borrowers, if deemed necessary or desirable by BHSF and the Authority; (E) fund interest accruing on the Bonds, if deemed necessary or desirable by BHSF; and (F) pay certain expenses incurred in connection with the issuance of the Bonds, including the cost of any credit or liquidity enhancement. 5. Each of the facilities financed or refinanced with the proceeds of the Bonds and the Prior Bonds are or or will be initially owned, operated or managed by one or more of the Borrowers at the following locations: 6855 Red Road, 10 Giralda Avenue, 5000 University Drive, 1150 Campo Sano Avenue, 1171 Campo Sano Avenue, 1500 Monza Avenue, 1501 Venera Ave, 1575 San Ignacio, 1500 San Remo and Gables Grand Plaza in Coral Gables, Florida; 8500 SW 117th Road, 7535 N. Kendall Drive, 8900 N. Kendall Drive, 8940 N. Kendall Drive, 8950 N. Kendall Drive, 9035 Sunset Drive, 8780 S.W. 92nd Street, 9045 S.W. 87th Court, 9049 S.W. 87th Court, 8740 S.W. 94th Street, 8755 8785 S.W. 92nd Street, 9200 S.W. 87th Avenue, S.W. 92nd Street and 88th Avenue, 8755 S.W. 94th Avenue, 8750 S.W. 14th Street, 13001 S.W. 88th Street, 9915 N.W. 41st Street, 14701 NW 77 Ave, 1240 S. Dixie Hwy, 14660 SW 8th Street, 11805 S Dixie Hwy, 1222 S. Dixie Hwy, 2660 Brickell Ave, 8820 S.W. 40th Street, 8840 S.W. 40th Street, 8301 N.W.12thStreet,9000S.W.13thAvenue, 12400S.W.127thAvenue, 13611 S.W.142ndAvenue, the 30 acres north and east of the intersection ofS.W. 96th Street and S.W. 162nd Avenue, 9555 S.W. 162 Avenue,.13500 S.W. 152nd Street, 14100 S.W. 136th Street, 6140 S.W. 70th Ave., 9350 Sunset Drive, 8741 S.W. 94th Street, and S.W. 154th Street and 134th Avenue in Miami, Florida; 2100 N.W. 84th Avenue in Doral, Florida; 160 N.W. 13th Street, 104 N.W. 12th Street, 112 N.W. 12th Street, 192 N.W. 12th Street, 127 N.W. 11th Street, 119 N.W. 11th Street, 111 N.W. 11th Street, 105 N.W. 11th Street, 1220 N.W. 1st Avenue, 151 N.W. 11th Street, 135 N.W. 13th Street, 143 N. W. 11 th Street, 3377 N .E. 8th Street, 136 N. W. 12th Street, the 60 acres located on the north side ofS.W. 312th Street approximately 0.4 miles west ofS.W. 142nd Avenue and approximately 0.25 mileseastofS.W. 152ndAvenueand the 30 acres south of Campbell Drive at S.W. 312 Street -2- and S.W. 142nd Avenue, and 975 Baptist Way in Homestead, Florida; 7400 S.W. 62nd Avenue, 6200 S.W. 73rd Street, 6200 S.W. 72nd Street, 6842 S.W. 80th Street 5975 Sunset Drive, 7330 S.W. 62nd Place, 8250 Sunset Drive, 6250 Sunset Drive, 7401 S.W. 62nd Avenue, 7411 S.W. 63rd Avenue, 7421 S.W. 63rd Avenue, 7431 S.W. 63rd Avenue, 7500 S.W. 62nd Court, 6320 Manor Ln, 7401 SW 62 Ave, 7211 SW 62 Ave, 6790 -6880 S.W. 80th Street, 7150 SW 62 Ave and 6233 Sunset Drive in South Miami, Florida; 4741 S. University Drive in Davie Florida; 6264 West Sample Road in Coral Springs, Florida; 15885 Pines Blvd in Pembroke Pines, Florida; 1642 Town Center Circle in Weston, Florida;, 12472 W Sunrise Blvd in Sunrise, Florida; 40 High Point Road, 91550 Overseas Highway, 91500 Overseas Highway, 87465 Old Highway and 87455 Old Highway in Tavernier, Florida; 103400· Overseas Highway, 100210 Overseas Highway and 100360 Overseas Highway in Key Largo, Florida; and 2815 South Seacrest Boulevard, 10301 Hagen Ranch Road, 2623 South Seacrest Blvd. and 9655 West Boynton Beach Boulevard in Boynton Beach, Florida. 6. South Miami Hospital is a "health facility" within the meaning of Section 154.205(8) of the Authority Act. 7. South Miami Hospital is located within the jurisdiction of the Authority by virtue of owning and operating the general acute care hospital known as South Miami Hospital (including its related facilities), located in the City of South Miami, Florida. 8. BHSF is the parent and controlling entity of South Miami Hospital and each of the other Borrowers, and accordingly each of the other Borrowers is a not-for-profit corporation under common control with South Miami Hospital. 9. Each of the other Borrowers, except BHSF, BHI and Payroll, owns and/or operates general acute care hospitals and related health care facilities located outside of the City of South Miami, Florida as follows: (a) Baptist Hospital-Baptist Hospital in Miami, Florida; (b) Homestead Hospital-Homestead Hospital in Homestead, Florida; (c) Mariners Hospital-Mariners Hospital in Tavernier, Florida; (d) Doctors Hospital -Doctors Hospital in Coral Gables, Florida; (e) West Kendall Hospital-West Kendall Baptist Hospital in Miami, Florida; (t) Fishermen's -Fishermen's Community Hospital in Marathon, Florida; (g) Bethesda Hospital -Bethesda Hospital East and Bethesda Hospital West in Boynton Beach, Florida; (h) BHOS -Outpatient radiology services in Boynton Beach, Florida; -3 - (i) BHCI -Outpatient diagnostic center in Boynton Beach, Florida; and (j) BOS -Outpatient diagnostic centers and urgent care centers at various locations in Miami-Dade County and Broward County, Florida. 10. The Prior Projects (as defined in the Resolution) consist of "projects" within the meaning of Section 154.205(10) of the Authority Act. 11, Pursuant to Section 154.247 of the Authority Act, the issuance of the Bonds to refinance the costs of those portions of the Prior Projects which are located outside of the City of South Miami, Florida will result in a benefit or cost savings to South Miami Hospital. 12. The refinancing of the costs of the Prior Projects through the issuance of the Bonds by the Authority will serve a valid public purpose by advancing the commerce, welfare and prosperity of the City of South Miami, Florida and its people. -4- STATE OF ----- COUNTY OF ---- ) ) SS ) Dated: ,2017 -----' Subscribed and sworn to before me this day of ,2017 ___________ [stamp] Notary Public By ____________ _ Name: ------------ Title: 1 RESOLUTION No. --- 2 A Resolution of the Mayor and City Commission of the City of South Miami, 3 Florida approving the issuance by the City of South Miami Health Facilities 4 Authority (the "Authority") of its Refunding Revenue Bonds, in an aggregate 5 principal amount not to exceed $950,000,000. 6 WHEREAS, the City of South Miami Health Facilities Authority (the "Authority") has 7 been created by the Mayor and City Commission of the City of South Miami, Florida (the "City 8 Commission") pursuant to the Health Facilities Authorities Law, Part ill of Chapter 154 of the 9 Florida Statutes, as amended (the "Act"). The Authority is authorized under the Act, and 10 particularly Section 154.247 thereof, to issue revenue bonds for the purpose of financing projects 11 located outside the geographical limits of the Authority or outside the state of Florida if the 12 Authority finds that there will be a benefit or a cost savings to a health facility located within its 13 jurisdiction; and 14 WHEREAS, Baptist Health South Florida, Inc. ("BHSF"), a Florida not-for-profit 15 corporation, is the parent and controlling entity of South Miami Hospital, Inc. ("South Miami 16 Hospital"), a Florida not-for-profit corporation, which is a health facility as defmed by Chapter 17 154 and is located within the Authority's jurisdiction. BHSF and South Miami Hospital have 18 requested the Authority to issue Refunding Revenue Bonds (Baptist Health South Florida 19 Obligated Group) in an aggregate principal amount not to exceed $950,000,000 (the "Bonds") 20 that will finance or refinance projects for such health facility, and/or for another not-for-profit 21 corporation under common control with such health facility; and 22 WHEREAS, the following entities are under common control with BHSF and/or South 23 Miami Hospital: Baptist Hospital of Miami, Inc. ("Baptist Hospital"), Baptist Outpatient 24 Services, Inc. ("BOS"), Doctors Hospital, Inc. ("Doctors Hospital"), Homestead Hospital, Inc. 25 ("Homestead Hospital"), Mariners Hospital, Inc. ("Mariners Hospital"), West Kendall Baptist 26 Hospital, Inc. ("West Kendall Hospital"), Fishermen's Health, Inc. ("Fishermen'S"), Bethesda 27 Health, Inc. ("BIll"), Bethesda Hospital, Inc. ("Bethesda Hospital"), Bethesda Health Outpatient 28 Services, Inc. ("BHOS"), Bethesda Health Comprehensive Imaging Services, Inc. ("BHCI"), and 29 Bethesda Payroll Services, Inc. ("Payroll" and, together with BHSF, Baptist Hospital, BOS, 30 Doctors Hospital, Homestead Hospital, Mariners Hospital, South Miami Hospital, Fishermen'S, 31 BIll, Bethesda Hospital, BHOS and BHCI, the "Borrowers"); and 32 WHEREAS, the proceeds of the Bonds will be used to (A) payor reimburse BHSF, South 33 Miami Hospital, Baptist Hospital, BOS, Doctors Hospital, Homestead Hospital, Mariners 34 Hospital, West Kendall Hospital, Fishermen's, BIll, Bethesda Hospital, BHOS, BHCI, and 35 Payroli for, or refinance any indebtedness incurred to pay, the costs of acquiring, constructing, 36 expanding, renovating, rehabilitating and equipping certain healthcare facilities and all necessary, 37 attendant or related facilities, equipment, site work and utilities thereto; (B) refund all or a 38 portion of the outstanding portion of the (I) $800,000,000 original aggregate principal amount 39 City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 2007 (Baptist 40 Health South Florida Obligated Group) (the "Series 2007 Bonds"), (2) $130,000,000 original 41 aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities City of South Miami Commission Resolution (TEFRA).docx 1126648 1 Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010A (the "Series 2010A 2 Bonds") and (3) $85,000,000 original aggregate principal amount Palm Beach County Health 3 Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) 4 Series 2010B (the "Series 2010B Bonds" and, together with the Series 2010A Bonds and the 5 Series 2007 Bonds, the "Prior Bonds"); (C) fund a debt service reserve fund for the benefit of the 6 Bonds, if deemed necessary or desirable by the Authority and BHSF; (D) fund working capital 7 for any of the Borrowers, if deemed necessary or desirable by BHSF and the Authority; (E) fund 8 interest accruing on the Bonds, if deemed necessary or desirable by BHSF; and (F) pay certain 9 expenses incurred in connection with the issuance of the Bonds, including the cost of any credit 10 or liquidity enhancement; and 11 WHEREAS, each of the facilities financed or refinanced with the proceeds of the Bonds 12 and the Prior Bonds are or will be initially owned, operated or managed by one or more of the 13 Borrowers at the following locations: 6855 Red Road, 10 Giralda Avenue, 5000 University 14 Drive, 1150 Campo Sano Avenue, 1171 Campo Sano Avenue, 1500 Monza Avenue, 1501 15 Venera Ave, 1575 San Ignacio, 1500 San Remo and Gables Grand Plaza in Coral Gables, 16 Florida; 8500 SW 117th Road, 7535 N. Kendall Drive, 8900 N. Kendall Drive, 8940 N. Kendall 17 Drive, 8950 N. Kendall Drive, 9035 Sunset Drive, 8780 S.W. 92nd Street, 9045 S.W. 87th 18 Court, 9049 S.W. 87th Court, 8740 S.W. 94th Street, 8755 8785 S.W. 92nd Street, 9200 S.W. 19 87th Avenue, S.W. 92nd Street and 88th Avenue, 8755 S.W. 94th Avenue, 8750 S.W. 14th 20 Street, 13001 S.W. 88th Street, 9915 N.W. 41st Street, 14701 NW 77 Ave, 1240 S. Dixie Hwy, 21 14660 SW 8th Street, 11805 S Dixie Hwy, 1222 S. Dixie Hwy, 2660 Brickell Ave, 8820 S.W. 22 40th Street, 8840 S.W. 40th Street, 8301 N.W. 12th Street, 9000 S.W. 13th Avenue, 12400 S.W. 23 127th Avenue, 13611 S.W. 142nd Avenue, the 30 acres north and east of the intersection ofS.W. 24 96th Street and S.W. 162nd Avenue, 9555 S.W. 162 Avenue, 13500 S.W. 152nd Street, 14100 25 S.W. 136th Street, 6140 S.W. 70th Ave., 9350 Sunset Drive, 8741 S.W. 94th Street, and S.W. 26 154th Street and 134th Avenue in Miami, Florida; 2100 N.W. 84th Avenue in Doral, Florida; 27 160 N.W. 13th Street, 104 N.W. 12th Street, 112 N.W. 12th Street, 192 N.W. 12th Street, 127 28 N.W. 11th Street, 119 N.W. 11th Street, 111 N.W. 11th Street, 105 N.W. 11th Street, 1220 N.W. 29 1st Avenue, 151 N.W. 11th Street, 135 N.W. 13th Street, 143 N.W. 11th Street, 3377 N.E. 8th 30 Street, 136 N.W. 12th Street, the 60 acres located on the north side of S.W. 312th Street 31 approximately 0.4 miles west of S. W. 142nd Avenue and approximately 0.25 miles east of S. W. 32 152nd Avenue and the 30 acres south of Campbell Drive at S.W. 312 Street and S.W. 142nd 33 Avenue, and 975 Baptist Way in Homestead, Florida; 7400 S.W. 62nd Avenue, 6200 S.W. 73rd 34 Street, 6200 S.W. 72nd Street, 6842 S.W. 80th Street 5975 Sunset Drive, 7330 S.W. 62nd Place, 35 8250 Sunset Drive, 6250 Sunset Drive, 7401 S.W. 62nd Avenue, 7411 S.W. 63rd Avenue, 7421 36 S.W. 63rd Avenue, 7431 S.W. 63rd Avenue, 7500 S.W. 62nd Court, 6320 Manor Ln, 7401 SW 37 62 Ave, 7211 SW 62 Ave, 6790 -6880 S.W. 80th Street, 7150 SW 62 Ave and 6233 Sunset 38 Drive in South Miami, Florida; 4741 S. University Drive in Davie Florida; 6264 West Sample 39 Road in Coral Springs, Florida; 15885 Pines Blvd in Pembroke Pines, Florida; 1642 Town 40 Center Circle in Weston, Florida;, 12472 W Sunrise Blvd in Sunrise, Florida; 40 High Point 41 Road, 91550 Overseas Highway, 91500 Overseas Highway, 87465 Old Highway and 87455 Old 42 Highway in Tavernier, Florida; 103400 Overseas Highway, 100210 Overseas Highway and 43 100360 Overseas Highway in Key Largo, Florida; and 2815 South Seacrest Boulevard, 44 10301 Hagen Ranch Road, 2623 South Seacrest Blvd. and 9655 West Boynton Beach Boulevard 45 in Boynton Beach, Florida; and -2- 1 WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the 2 "Code"), requires the approval of the issuance of the Bonds by the City Commission, as the 3 "applicable elected representative" under Section 147(f) of the Code, after a public hearing 4 following reasonable public notice; and 5 WHEREAS, attached hereto as Exhibits A and B, respectively, are copies of the 6 publisher's affidavit evidencing publication of the Notice of Public Hearing and the Minutes ofa 7 Public Hearing held by the Authority on December 8, 2017; 8 NOW, THEREFORE, Be It Resolved by the Mayor and the City Commission of the 9 City of South Miami, Florida, as follows: 10 Section 1. The issuance by the Authority of the Bonds in an aggregate principal 11 amount not to exceed $950,000,000 is hereby approved. 12 Section 2. The Bonds shall not constitute a debt, liability or obligation of the City of 13 South Miami, Florida or of the State of Florida or of any political subdivision thereof or a pledge 14 of the faith and credit or any taxing power of City of South Miami, Florida or of the State of 15 Florida or of any political subdivision thereof, but shall be limited obligations of the Authority 16 payable solely from and secured by a pledge of payments made by the borrowers of such Bond 17 proceeds. 18 Section 3. The approval given herein shall be solely for the purpose of satisfying the 19 requirements of Section 147(f) of the Code and shall not be construed as an approval of any 20 zoning application or any regulatory permit required in connection with the issuance of the 21 Bonds or creating any vested rights with respect to any land use regulations, and the City 22 Commission shall not be construed by virtue of its adoption of this Resolution to have waived, or 23 be estopped from asserting, any rights or responsibilities it may have in that regard. 24 Section 4. Severability. If any section clause, sentence, or phrase of this resolution is 25 for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding 26 shall not affect the validity of the remaining portions of this resolution. 27 -3- 1 Section 5. Effective Date. This resolution shall become effective immediately upon 2 adoption. 3 4 5 6 7 8 9 PASSED AND ADOPTED this __ day of _____ :, 2017. 10 11 12 13 14 15 16 17 ATTEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATTORNEY -4- APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Welsh: Commissioner Harris: Commissioner Edmond: Commissioner Liebman: SECOND DRAFT DATED DECEMBER 1, 2017 BHSF 2017 Loan Agreement 4853-1144-9429 v.42.docx 1127620 LOAN AGREEMENT DATED AS OF DECEMBER 1, 2017 BY AND AMONG BAPTIST HEALTH SOUTH FLORIDA, INC., BAPTIST HOSPITAL OF MIAMI, INC., BAPTIST OUTPATIENT SERVICES, INC., DOCTORS HOSPITAL, INC., HOMESTEAD HOSPITAL, INC., MARINERS HOSPITAL, INC., SOUTH MIAMI HOSPITAL, INC., WEST KENDALL BAPTIST HOSPITAL, INC. FISHERMEN’S HEALTH, INC., BETHESDA HEALTH, INC., BETHESDA HEALTH OUTPATIENT SERVICES, INC., BETHESDA HOSPITAL, INC., BETHESDA PAYROLL SERVICES, INC. and BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES, INC. AND CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY Certain rights of the City of South Miami Health Facilities Authority hereunder have been assigned to Wells Fargo Bank, N.A., as Bond Trustee under a Bond Trust Indenture dated as of December 1, 2017 from the City of South Miami Health Facilities Authority. -i- TABLE OF CONTENTS (This Table of Contents is not a part of this Loan Agreement and is only for convenience of reference.) SECTION HEADING PAGE ARTICLE I DEFINITIONS ............................................................................................................2 ARTICLE II REPRESENTATIONS ...............................................................................................2 Section 2.1. Representations by the Authority ...........................................................2 Section 2.2. Representations and Warranties by the Borrowers ...............................3 ARTICLE III INVESTMENT OF FUNDS .....................................................................................6 Section 3.1. Investment of Funds; Arbitrage; Tax Exemption Agreement. ...............6 ARTICLE IV ISSUANCE OF THE BONDS OF THE AUTHORITY ..........................................7 Section 4.1. Proceeds of the Bonds ............................................................................7 Section 4.2. Payment of the Bonds.............................................................................7 Section 4.3. Right of Bond Trustee to Enforce the Loan Agreement and Series 2017 Obligation Pledged under the Bond Indenture ......................................7 ARTICLE V OBLIGATION PAYMENTS; FUND DEPOSITS; PREPAYMENTS AND OTHER PAYMENTS ................................................................................................7 Section 5.1. Payment of Principal, Premium, If Any, and Interest; Payments under Tax Exemption Agreement; Delivery of Acquired Bonds ......................7 Section 5.2. Payments Hereunder ..............................................................................8 Section 5.3. Credits on Loan Payments .....................................................................8 Section 5.4. Prepayment ............................................................................................9 Section 5.5. Notice of Prepayment .............................................................................9 Section 5.6. Effect of Partial Prepayment .................................................................9 Section 5.7. Amortization Schedules ........................................................................10 Section 5.8. Additional Payments ............................................................................10 Section 5.9. Borrowers’ Obligations Unconditional ...............................................10 Section 5.10. Sources of Payment ..............................................................................11 Section 5.11. Liquidity Facility; Alternate Liquidity Facility ....................................11 Section 5.12. Credit Facility; Alternate Credit Facility ............................................11 Section 5.13. Self Liquidity Arrangement ..................................................................12 ARTICLE VI COVENANTS RELATING TO THE USE AND OPERATION OF PROPERTY ....................................................................................................................12 Section 6.1. Use of Property ....................................................................................12 Section 6.2. Rates and Charges ...............................................................................13 -ii- ARTICLE VII PARTICULAR COVENANTS OF THE BORROWERS ....................................13 Section 7.1. Maintenance of Corporate Existence and Status .................................13 Section 7.2. Consent to Assignment of Loan Agreement Rights and the Series 2017 Obligation to the Bond Trustee ............................................................14 Section 7.3. Maintenance; Recording ......................................................................14 Section 7.4. Financial Statements, Etc. ...................................................................14 Section 7.5. Indemnity..............................................................................................15 Section 7.6. Licensure, Accreditation and Eligibility for Payment .........................16 Section 7.7. Government Grants ..............................................................................16 Section 7.8. Transfer of Assets .................................................................................16 Section 7.9. Discharge of Orders, Etc. ....................................................................16 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES THEREFOR .................................17 Section 8.1. Events of Default ..................................................................................17 Section 8.2. Application of Proceeds of Remedies ..................................................18 Section 8.3. Remedies Cumulative ...........................................................................19 Section 8.4. Delay or Omission Not a Waiver .........................................................19 Section 8.5. Waiver of Extension, Appraisement, Stay Laws...................................20 Section 8.6. Remedies Subject to Provisions of Law ...............................................20 ARTICLE IX SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT........20 Section 9.1. Supplements and Amendments to This Loan Agreement .....................20 ARTICLE X DEFEASANCE ........................................................................................................20 Section 10.1. Defeasance ...........................................................................................20 ARTICLE XI MISCELLANEOUS PROVISIONS ......................................................................21 Section 11.1. Loan Agreement for Benefit of Parties Hereto ....................................21 Section 11.2. Severability ..........................................................................................21 Section 11.3. Notices..................................................................................................21 Section 11.4. Successors and Assigns ........................................................................22 Section 11.5. Counterparts ........................................................................................22 Section 11.6. Governing Law.....................................................................................22 Section 11.7. Immunity of Officers, Employees and Members of Authority, the Borrowers and Members of the Obligated Group ...............................22 Section 11.8. Business Days ......................................................................................23 Section 11.9. Rights of Credit Facility Provider and Liquidity Facility Provider ....23 This is a LOAN AGREEMENT dated as of December 1, 2017 (the “Loan Agreement”) among Baptist Health South Florida, Inc. (“BHSF”), Baptist Hospital of Miami, Inc., Baptist Outpatient Services, Inc., Doctors Hospital, Inc., Homestead Hospital, Inc., Mariners Hospital, Inc., South Miami Hospital, Inc., West Kendall Baptist Hospital, Inc., Fishermen’s Health, Inc., Bethesda Health, Inc., Bethesda Health Outpatient Services, Inc., Bethesda Hospital, Inc., Bethesda Payroll Services, Inc. and Bethesda Health Comprehensive Imaging Services, Inc. (individually a “Borrower” or a “Member of the Obligated Group”, and collectively, the “Borrowers” or the “Members of the Obligated Group”), each a Florida not for profit corporation, and the City of South Miami Health Facilities Authority (the “Authority”), a public corporation created and existing under and by virtue of the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida statutes, as amended (the “Act”). PRELIMINARY STATEMENT Reference is hereby made to the Amended and Restated Master Trust Indenture dated as of December 1, 2017 (as supplemented and amended, the “Master Indenture”), among the Borrowers, as the Members of the Obligated Group (as defined in the Master Indenture), and Wells Fargo Bank, N.A., as master trustee (the “Master Trustee”), and to the Bond Trust Indenture dated as of December 1, 2017 (the “Bond Indenture”) between the Authority and Wells Fargo Bank, N.A., Orlando, Florida, as bond trustee (the “Bond Trustee”), for definitions of various terms used herein. The Borrowers desire to obtain moneys from the Authority which will be used to (i) refund the (a) $800,000,000 original aggregate principal amount City of South Miami Health Facilities Authority Hospital Revenue Bonds, Series 2007 (Baptist Health South Florida Obligated Group) (the “Series 2007 Bonds”), (b) $130,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010A (the “Series 2010A Bonds”) and (c) $85,000,000 original aggregate principal amount Palm Beach County Health Facilities Authority Health Facilities Revenue Bonds (Bethesda Healthcare System, Inc. Project) Series 2010B (the “Series 2010B Bonds” and, together with the Series 2007 Bonds and the Series 2010A Bonds, the “Prior Bonds”); and (ii) pay certain expenses incurred in connection with the issuance of the Bonds (as hereinafter defined) and the refunding of the Prior Bonds. Pursuant to the Act[s], the Authority is obtaining funds for such loan through the issuance and sale of its City of South Miami Health Facilities Authority Hospital Refunding Revenue Bonds, Series 2017 (Baptist Health South Florida Obligated Group) in the aggregate principal amount of $___________ (the “Bonds”), which the Bonds will be issued under and secured by the Bond Indenture. Pursuant to the Bond Indenture, the Authority will pledge and assign the Series 2017 Obligation and its rights under this Loan Agreement (excluding Unassigned Rights) as part of the security for the Bonds. The Bonds will be payable out of the payments to be made by the Borrowers under this Loan Agreement, payments by the Members of the Obligated Group on the Series 2017 Obligation and other payments provided for in the Loan Agreement. -2- In order to provide security for the repayment of the Bonds, BHSF is concurrently with the delivery hereof issuing to the Authority its Direct Note Obligation, Series 2017[A] (City of South Miami Health Facilities Authority) (the “Series 2017 Obligation”), issued pursuant to the Master Indenture in the principal amount of $__________. In consideration of the premises, the respective representations and agreements contained herein, the acceptance of the Series 2017 Obligation by the Authority to secure, among other things, said loan to the Borrowers and for other good and valuable consideration, the receipt whereof is hereby acknowledged, and in order to secure the payments to be made by the Borrowers pursuant to Article VI hereof and the performance of all the covenants of the Borrowers contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS The terms used in this Loan Agreement, unless the context requires otherwise, have the same meanings as set forth in the Bond Indenture or in the Master Indenture, as the case may be. All accounting terms not otherwise defined in the Bond Indenture, the Master Indenture or herein have the meanings assigned to them in accordance with accounting principles generally accepted in the United States and then in effect. All references in this instrument to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or other subdivision unless the context indicates otherwise. ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Authority. The Authority represents and warrants that: (a) The Authority is a public corporation validly created and existing under the Act, is authorized to enter into the transactions contemplated by this Loan Agreement and to carry out its obligations hereunder, has been duly authorized to execute and deliver this Loan Agreement, the Bond Indenture, the Purchase Contract and the Tax Exemption Agreement and agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence; (b) The issuance and sale of the Bonds, the loaning of the proceeds of the Bonds for the purposes herein described, the execution and delivery of this Loan Agreement, the Bond Indenture and the Tax Exemption Agreement, and the performance of all covenants -3- and agreements of the Authority contained in this Loan Agreement and such other documents and of all other acts and things required under the Constitution and laws of the State to make this Loan Agreement, the Bond Indenture, the Purchase Contract and the Tax Exemption Agreement a valid and binding obligation enforceable against the Authority in accordance with its terms, are authorized by the Act and have been duly authorized or approved by proceedings of the Authority adopted at meetings thereof duly called and held; and (c) To provide funds to loan to the Borrowers for the purposes described above, the Authority has authorized its Bonds in the aggregate principal amount of $_______, all of which are to be issued upon the terms set forth in the Bond Indenture, under the provisions of which the Authority’s interest in and payments to be made under this Loan Agreement (other than Unassigned Rights) and upon the Series 2017 Obligation are pledged and assigned to the Bond Trustee as security for the payment, among other things, of the principal of, premium, if any, and interest on the Bonds. Section 2.2. Representations and Warranties by the Borrowers. BHSF represents and warrants that it has been designated as the agent of each of the other Borrowers [pursuant to their respective articles of incorporation and bylaws] for the purposes of incurring indebtedness on behalf of each such Borrower and making all necessary representations and warranties on behalf of each such Borrower in connection with such incurrence. BHSF makes the following additional representations and warranties on behalf of itself and of each of the other Borrowers as the basis for the covenants herein: (a) It is a not for profit corporation duly incorporated under the laws of the State, is in good standing and duly authorized to conduct its business in the State, is duly authorized and has full power under the laws of the State and all other applicable provisions of law and its articles of incorporation and bylaws to create, issue, enter into, execute and deliver this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement and the Tax Exemption Agreement and to approve (execute in the case of BHSF) the Series 2017 Obligation, and all action on its part necessary for the valid execution and delivery of this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement, the Tax Exemption Agreement and, in the case of BHSF, the Series 2017 Obligation have been duly and effectively taken; and the Series 2017 Obligation in the hands of the holder thereof will be the legal and valid obligation of BHSF and each other Member of the Obligated Group. (b) The execution and delivery of this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement, the Tax Exemption Agreement and the Series 2017 Obligation, and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms or conditions of any corporate restriction or of any agreement or instrument to which such Borrower is now a party, and do not and will not constitute a default under any of the foregoing, or result in the creation or imposition of any Lien of any nature upon any of the Property of such Borrower, including Property which such Borrower subsequently acquires, except for Permitted -4- Encumbrances; it has good and marketable fee simple title to its existing Property which constitutes real property and good and marketable title to its other Property, and covenants that it will have such title to Property which it subsequently acquires, in all cases free and clear of all Liens except Permitted Encumbrances; the easements, rights-of-way, Liens, encumbrances, covenants, conditions, restrictions, exceptions, defects, irregularities of title and encroachments on adjoining real estate, if any, now existing with respect to such Borrower’s Property do not and will not materially adversely affect the value of the Property currently affected thereby, materially impair such Property, or materially impair or materially interfere with the operation and usefulness thereof for the purpose for which it was acquired or is held by such Borrower; its Property does not violate any applicable zoning, land use, environmental or similar law or restriction; and the recitals of fact and statements contained in this Loan Agreement with respect to such Borrower are true. (c) No litigation, proceedings or investigations are pending or, to the knowledge of the Borrower, threatened against such Borrower seeking to restrain, enjoin or in any way limit the approval or issuance and delivery of [the Official Statement or] the Bonds by the Authority or this Loan Agreement, the Master Indenture, the Purchase Contract, the Tax Exemption Agreement, the Escrow Agreement or, in the case of BHSF, the Series 2017 Obligation by such Borrower, or which would in any manner challenge or adversely affect the corporate existence or powers of such Borrower to enter into and carry out the transactions described in or contemplated by or the execution, delivery, validity or performance by such Borrower of the terms and provisions of this Loan Agreement, the Master Indenture, the Purchase Contract, [the Continuing Disclosure Agreement,] the Tax Exemption Agreement, the Escrow Agreement or the Series 2017 Obligation. In addition, [except as specifically described in the Official Statement,] no litigation, proceedings or investigations are pending or, to the knowledge of such Borrower, threatened against such Borrower except (i) litigation, proceedings or investigations involving claims for professional liability in which the probable ultimate recoveries and the estimated costs and expenses of defense, in the opinion of Independent Counsel, will be entirely within the applicable insurance policy limits (subject to applicable deductibles) or are not in excess of the total of the available assets held under applicable self-insurance, pooled risk insurance and shared risk insurance programs or (ii) litigation, proceedings or investigations involving other types of claims in which an adverse determination will not, in the opinion of Independent Counsel, have a material adverse effect on the operations or condition, financial or otherwise, of the Obligated Group. (d) It is a Tax-Exempt Organization; it has received a determination letter or letters from the Internal Revenue Service to the foregoing effect which are still in full force and effect; and it has no “unrelated business taxable income” as defined in Section 512 of the Code which could have a material adverse effect on the Borrower’s status as a Tax-Exempt Organization, or which, if such income were subject to federal income taxation, would have a material adverse effect on the condition, financial or otherwise, of the Obligated Group. (e) The audited consolidated balance sheets of Baptist Health South Florida, Inc. and Affiliates as of September 30, 2017 and 2016 and the audited consolidated -5- statements of revenue and expenses and changes in cash, cash equivalents and board designated funds for each of the two years in the period ended September 30, 2017 [provided to the Initial Bank,] have been audited by Deloitte & Touche, LLP, independent auditors, for the periods indicated in their report thereon, which is included with such financial statements. The financial statements audited by Deloitte & Touche, LLP, present fairly, in all material respects, the financial position of the Obligated Group at September 30, 2017 and 2016, and the results of its operations and cash flows for each of the two years in the period ended September 30, 2017, in conformity with generally accepted accounting principles in use in the United States. There has been no material adverse change in the condition, financial or otherwise, of the Obligated Group since September 30, 2017 from that set forth in the financial statements included in such Appendix, except as disclosed in writing to the Authority [or the Initial Bank]. (f) Neither the financial statements referred to in paragraph (e) above, this Section 2.2 nor any written statement furnished by such Borrower to the Authority [(including the information contained in the Official Statement furnished by or on behalf of or relating to the Borrower)] contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. The representations and warranties of such Borrower in the Tax Exemption Agreement are true and correct. There is no fact which such Borrower has not disclosed to the Authority in writing which materially adversely affects or, so far as such Borrower can now foresee, will materially adversely affect, the financial condition of the Obligated Group, any Member of the Obligated Group’s status as a Tax-Exempt Organization or the Obligated Group’s ability to own and operate its Property, or such Borrower’s ability to make the payments under this Loan Agreement or BHSF and the other Members of the Obligated Group’s ability to make the payments on the Series 2017 Obligation, in both cases when and as the same become due and payable. (g) It has not heretofore engaged in, and the consummation of the transactions herein provided for and compliance by such Borrower with the provisions of this Loan Agreement, the Series 2017 Obligation and the Tax Exemption Agreement will not involve, any prohibited transaction within the meaning of the Employee Retirement Income Security Act of 1974, as amended (herein sometimes referred to as “ERISA”), or Section 4975 of the Code. No “employee pension benefit plans” (as such term is defined in Section 3 of ERISA) (the “Plans”) maintained by such Borrower and no trusts created thereunder, have incurred any “accumulated funding deficiency” as defined in Section 302 of the Employment Retirement Income Security Act of 1974, as amended, and the present value of all benefits vested under the Plans did not exceed, as of the last annual valuation date, the value of the assets of the Plans allocable to such vested benefits. (h) It has all necessary material licenses and permits to occupy and operate its existing health care Facilities. (i) None of the proceeds of the Bonds will be used, directly or indirectly, to refund indebtedness the proceeds of which were used to pay, for the acquisition, construction, renovation, remodeling or equipping or any of the expenses of (i) any -6- institution, place or building, or any portion thereof, used or to be used for sectarian instruction or study or as a place for devotional activities or religious worship or in connection with any part of the program of a school or department of divinity for any religious denomination or the training of ministers, priests, rabbis or other similar persons in the field of religion or (ii) any property which is owned or used or to be owned or used by a person which is not a Tax-Exempt Organization. (j) The representations, warranties and covenants contained in the Project Certificate are true and correct in all material respects as of the date thereof and are incorporated herein by reference. ARTICLE III INVESTMENT OF FUNDS Section 3.1. Investment of Funds; Arbitrage; Tax Exemption Agreement. The Borrowers covenant and agree that moneys on deposit in any Fund under the Bond Indenture shall at all times be invested by the Bond Trustee in Qualified Investments and the Borrowers will take all actions necessary, including without limitation providing the Bond Trustee with, or causing the Bond Trustee to receive, all necessary directions in writing to assure that such moneys are continuously invested in accordance with the provisions of the Bond Indenture and the Tax Exemption Agreement. If the Obligated Group Agent fails to provide the Bond Trustee with such written direction, moneys in such funds shall, to the extent otherwise permitted by the Bond Indenture, only be invested in the types of investments described in subsection (g) of the definition of Qualified Investments, or, if the Bond Trustee is not otherwise permitted to invest in the types of investments described in such subsection (g), then in United States Government Obligations. The Borrowers further covenant and agree that they will not take or permit to be taken any action or fail to take any action, including without limitation any action with respect to the investment of the proceeds of any the Bonds (whether or not held under the Bond Indenture), or with respect to any other moneys or securities deposited with the Bond Trustee pursuant to the Bond Indenture, or with respect to the payments derived from the Series 2017 Obligation pledged under the Bond Indenture, or from the Master Indenture or this Loan Agreement, or with respect to the purchase of other obligations of the Authority, or with respect to any actions or payments required under the Tax Exemption Agreement, or with respect to any other moneys or properties, regardless of the source or where held, which may, notwithstanding compliance with the other provisions of the Bond Indenture, this Loan Agreement and the Tax Exemption Agreement, result in constituting the Bonds “arbitrage bonds” within the meaning of such term as used in Section 148 of the Code. The Borrowers covenant that neither they nor any related person (as defined in Section 144(a)(3) and 147(a) of the Code) pursuant to an arrangement, formal or informal, will purchase obligations of the Authority in an amount related to the amount of the Series 2017 Obligation delivered in connection with the transaction contemplated hereby. -7- ARTICLE IV ISSUANCE OF THE BONDS OF THE AUTHORITY Section 4.1. Proceeds of the Bonds. The Borrowers agree that the proceeds of the Bonds being loaned to the Borrowers shall be deposited with the Bond Trustee and applied as provided in the Bond Indenture. Section 4.2. Payment of the Bonds. The Borrowers agree that the principal of, premium, if any, and interest on the Bonds shall be made payable in accordance with the provisions of the Bond Indenture and this Loan Agreement. The Borrowers further agree that this Loan Agreement, the Series 2017 Obligation and payments to be made thereunder (excluding Unassigned Rights) and thereon shall be assigned and pledged to the Bond Trustee to secure the payment of the Bonds. The foregoing notwithstanding, the Borrowers agree that the moneys and securities, if any, on deposit in the Rebate Fund are not part of the “trust estate” and are not available to make payments of principal, premium, if any, and interest on the Bonds. Section 4.3. Right of Bond Trustee to Enforce the Loan Agreement and Series 2017 Obligation Pledged under the Bond Indenture. The Borrowers agree that the Series 2017 Obligation pledged under the Bond Indenture and this Loan Agreement and all of the rights, interests, powers, privileges and benefits accruing to or vested in the Authority under the Series 2017 Obligation pledged under the Bond Indenture and the Loan Agreement may be protected and enforced in conformity with the Bond Indenture and, except for Unassigned Rights, may be thereby assigned by the Authority to the Bond Trustee as additional security for the Bonds and may be exercised, protected and enforced for or on behalf of the Bondholders in conformity with the provisions of the Loan Agreement, the Master Indenture and the Bond Indenture. ARTICLE V OBLIGATION PAYMENTS; FUND DEPOSITS; PREPAYMENTS AND OTHER PAYMENTS Section 5.1. Payment of Principal, Premium, If Any, and Interest; Payments under Tax Exemption Agreement; Delivery of Acquired Bonds. The Borrowers jointly and severally agree that they will duly and punctually pay the principal of, premium, if any, and interest on the Bonds at the dates and the places and in the manner mentioned in this Loan Agreement, according to the true intent and meaning thereof and hereof. Notwithstanding any schedule of payments upon the Series 2017 Obligation pledged under the Bond Indenture, the Borrowers jointly and severally agree to make payments hereunder and be liable hereunder at such times and in such amounts (including principal, premium, if any, and interest) so as to provide for payment of the principal of, premium, if any, and interest on the Bonds outstanding under the Bond Indenture when due, whether upon a scheduled interest payment date, at maturity or by mandatory redemption or acceleration upon the Bonds or otherwise. The Borrowers also agree to make any payments required to be made by the provisions of the Tax Exemption Agreement. -8- Section 5.2. Payments Hereunder. The Borrowers covenant and agree to make the following payments directly to the Bond Trustee for deposit into the Debt Service Fund on the following dates: (a) Interest: On or before the fifth calendar day and in all events prior to the second Business Day preceding each February 15 and August 15, commencing February 15, 2018, an amount which will be not less than the interest to become due on the next succeeding Interest Payment Date of the Bonds; provided, that the Borrowers shall be entitled to certain credits on such payments as permitted under Section 5.3 hereof. (b) Principal: On or before the fifth calendar day and in all events prior to the second Business Day preceding each August 15 commencing August 15, 2018, an amount equal to not less than the next installment of principal becoming due on the Bonds by maturity or mandatory Bond Sinking Fund redemption; provided, that the Borrowers shall be entitled to certain credits on such payments as permitted under Section 5.3 hereof. (c) [Purchase Price: Whether or not a Liquidity Facility or a Credit Facility is in effect with respect to any Bonds and whether or not the Liquidity Facility Provider or the Credit Facility Provider has paid the full amount required by the Bond Indenture for the payment of the Purchase Price at the times required under the Bond Indenture, the Borrowers shall not be obligated to pay, but at its option may elect to pay, any amounts necessary for the payment of the Purchase Price of any Bonds in a Daily Rate Mode or Weekly Rate Mode that have been tendered for purchase at the option of the Holder thereof pursuant to Section 6.1 of the Bond Indenture and not (i) deposited with the Bond Trustee by the Remarketing Agent from the proceeds of the sale of such Bonds pursuant to Section 6.1 of the Bond Indenture or (ii) provided to the Bond Trustee pursuant to a drawing upon a Credit Facility or Liquidity Facility, if any. Any such payment by the Borrower to the Bond Trustee, if and to the extent the Borrower elects to make such payment, shall be in immediately available funds and paid to the Bond Trustee at its Principal Office by 2:15 p.m., New York City time, on each date upon which a payment is to be made pursuant to Section 6.1 of the Bond Indenture. Notwithstanding the above in this subsection (c), the Borrower shall have the obligation (not the option) to pay the Purchase Price of the Bonds upon their mandatory tender for any Bonds that are secured by a Self Liquidity Arrangement delivered by the Borrowers or upon the mandatory tender on (i) each Direct Purchase Period Purchase Date or (ii) any other date as required by the terms of the Bond Indenture.] Section 5.3. Credits on Loan Payments. Notwithstanding any provision contained in this Loan Agreement or in the Bond Indenture to the contrary, in addition to any credits on the amount owing hereunder resulting from payments on the Obligations pledged under the Bond Indenture or resulting from the payment or prepayment of the amount owing hereunder from other sources: (a) any moneys deposited by a Borrower or by the Bond Trustee on a Borrower’s behalf in the Debt Service Fund shall be credited against the obligation of the -9- Borrowers under Section 5.2(a) hereof to pay interest on the amount owing hereunder as the same becomes due; (b) any moneys deposited by a Borrower or by the Bond Trustee on a Borrower’s behalf in the Debt Service Fund shall be credited against the obligation of the Borrowers under Section 5.2(b) hereof to pay the principal of the amount owing hereunder as the same becomes due and in the order of maturity to the same extent as payments are applied upon the Bonds; and (c) the principal amount of Bonds of any maturity purchased by a Borrower and delivered to the Bond Trustee, or purchased by the Bond Trustee upon the direction of the Obligated Group Agent and canceled, shall be credited against the obligation of the Borrowers to pay principal pursuant to Section 5.2(b) (including installment payments corresponding to mandatory sinking fund payments on such Bonds). (d) Purchase of Bonds: The principal amount of Bonds purchased by, or on behalf of, the Borrowers and delivered to the Bond Trustee for cancellation, or purchased by the Bond Trustee on behalf of the Borrowers and cancelled, shall be credited against the obligation of the Borrower pursuant to Section 5.2 hereof to pay the principal of the Series 2017 Obligation. (e) Direct Payments to Direct Purchaser: Any moneys paid by the Borrowers directly to the Bank as principal of or interest on the Bonds during a Bank Loan Mode as such becomes due and payable shall be credited against the obligation of the Borrowers under Sections 5.2(a), 5.2(b) and 5.2(c) hereof to pay interest on and principal of the Series 2017 Obligation as the same becomes due. Section 5.4. Prepayment. The Borrowers shall be permitted to prepay the amount owing hereunder so as to provide for any prepayment of the Bonds permitted by the Bond Indenture. No other prepayment of the amount owing hereunder shall be permitted. Section 5.5. Notice of Prepayment. The Obligated Group Agent shall give the Authority not less than 45 days’ prior written notice of any optional prepayment of the amount owing hereunder, which notice shall designate the date of prepayment and the amount thereof and direct the redemption of the Bonds in the amounts corresponding to the amount to be prepaid. Such notice may be withdrawn by the Obligated Group Agent prior to delivery of the Authority’s notice to the Bond Trustee pursuant to Section 7.3 of the Bond Indenture. Section 5.6. Effect of Partial Prepayment. Upon any partial prepayment of the amount owing hereunder, each installment of interest which shall thereafter be payable hereunder and on the Series 2017 Obligation pledged under the Bond Indenture shall be reduced, taking into account the interest rate or rates on the Bonds remaining outstanding after the redemption of the Bonds from the proceeds of such partial prepayment and after the purchase and delivery and cancellation of the Bonds described in Section 5.3(c) hereof so that the interest remaining payable hereunder and on the Series 2017 Obligation pledged under the Bond Indenture shall be sufficient to pay the interest on such outstanding Bonds when due. -10- Section 5.7. Amortization Schedules. On the date of any partial prepayment of the amount owing hereunder, the Obligated Group Agent shall deliver to the Authority and the Bond Trustee two copies of an amortization schedule with respect to the principal amount then outstanding hereunder setting forth the amount of the installments to be paid on such amount after the date of such partial prepayment and the unpaid principal balance of the amount owing hereunder after payment of each such installment. Section 5.8. Additional Payments. The Borrowers agree to pay directly all costs incurred by or on behalf of the Authority or the Borrowers in connection with or incident to the issuance and sale of the Bonds which exceed the amount on deposit in the Costs of Issuance Fund described in Section 9.2 of the Bond Indenture, including without limitation any financing costs, recording expenses, trustee’s acceptance fees and initial annual fees, title insurance costs, legal fees, printing expenses, bond counsel fees and other fees. The Borrowers also agree to pay the following items to the following persons as additional payments under this Loan Agreement: (1) To the Bond Trustee, upon demand, an amount equal to all reasonable fees of the Bond Trustee for services rendered under the Bond Indenture and of all reasonable fees and charges of any paying agent, registrar, counsel, accountant, consultant, engineer or other person incurred in the performance of services under the Bond Indenture, for which fees and charges the Bond Trustee or such other person is entitled to payment or reimbursement; (2) To the Authority, upon demand, an amount equal to all fees and expenses incurred by the Authority in relation to the Obligations pledged under the Bond Indenture or the Bonds which are not otherwise required to be paid by the Borrowers under the terms of this Loan Agreement, and all fees, expenses, taxes and assessments of the Authority as provided for under the Act; (3) To the Master Trustee or the Bond Trustee, as the case may be, an amount equal to the amount of all advances of funds made by either of them under the provisions of the Master Indenture or the Bond Indenture, with interest thereon from the date of each such advance at the Master Trustee’s or Bond Trustee’s, as the case may be, announced prime rate per annum from time to time in effect; and (4) To the Bond Trustee, an amount equal to any deficiency in the amount required to be on deposit in any Fund under the Bond Indenture caused by a decrease in the value of the investments therein. Section 5.9. Borrowers’ Obligations Unconditional. The Authority and the Borrowers agree that each Borrower shall bear all risk of damage or destruction in whole or in part to its Property, or any part thereof, including without limitation any loss, complete or partial, or interruption in the use, occupancy or operation of such Property, or any manner or thing which for any reason interferes with, prevents or renders burdensome, the use or occupancy of its Property or the compliance by the Borrower with any of the terms of this Loan Agreement. In furtherance -11- of the foregoing, but without limiting any of the other provisions of the Loan Agreement, each Borrower agrees that its obligations to pay the principal, premium, if any, and interest owing hereunder, to pay the other sums herein provided for and to perform and observe its other agreements contained herein shall be absolute and unconditional and that such Borrower shall not be entitled to any abatement or diminution thereof nor to any termination of the Loan Agreement for any reason whatsoever. Section 5.10. Sources of Payment. The Authority acknowledges that the Borrowers have agreed that the anticipated source of payment for all amounts owing hereunder and under the Series 2017 Obligation will be BHSF. Should BHSF not make any payment required hereunder or under the Series 2017 Obligation when due, the Authority agrees that it will or will cause the Bond Trustee as its assignee to demand payment from BHSF and each other Borrower, owing and unpaid prior to demanding payment. The foregoing notwithstanding, each Borrower is and shall be jointly and severally liable for the payment of all amounts payable hereunder or under the Series 2017 Obligation when due and for the performance of each and every covenant, provision, representation and warranty herein contained. Section 5.11. Liquidity Facility; Alternate Liquidity Facility. (a) The Borrowers may, at any time at its sole option, furnish a Liquidity Facility (or, if a Liquidity Facility is then in existence, an Alternate Liquidity Facility in substitution for the Liquidity Facility then in effect) to the Bond Trustee to provide for the purchase of Bonds upon their optional or mandatory tender in accordance with the provisions of the Bond Indenture. Any Liquidity Facility (or Alternate Liquidity Facility) shall be a facility provided by a commercial bank or other financial institution in an amount equal to the [Required Stated Amount] for such Bonds with a term of at least 30 days from the effective date thereof. The Borrowers may also provide a Self Liquidity Arrangement for such Bonds. (b) If a Liquidity Facility has been delivered to the Bond Tru stee in accordance with subsection (a) of this Section with respect to the Bonds, the Borrowers shall not voluntarily terminate the Liquidity Facility or any Alternate Liquidity Facility without at least thirty (30) days Electronic Notice to the Bond Trustee. (c) If one or more of the following takes place: (i) an event of default by the Liquidity Facility Provider under the Liquidity Facility occurs and is continuing, or (ii) the ratings for short- term obligations of the Liquidity Facility Provider shall be downgraded to a rating of “P2” or below by Moody's, of “P2” or below by Fitch, or “A1” or below by S&P (to the extent the applicable Bonds are then rated by such Rating Agency), then the Borrowers shall terminate the Liquidity Facility and shall use their best efforts to substitute for the Liquidity Facility an Alternate Liquidity Facility provided by a different liquidity facility provider satisfactory to BHSF, or a Self Liquidity Arrangement for such Bonds. Section 5.12. Credit Facility; Alternate Credit Facility. (a) The Borrowers may, at their sole option, furnish a Credit Facility (or, if a Credit Facility is then in existence, an Alternate Credit Facility in substitution for the Credit Facility then in effect) to the Bond Trustee to provide for the payment, guarantee or insurance of debt service on the Bonds when due, and if so elected by the Borrowers, for the purchase of Bonds upon their optional or mandatory tender in accordance with -12- the provisions of the Bond Indenture. Any Credit Facility (or Alternate Credit Facility) shall be a facility provided by a commercial bank, insurance company, or other financial institution in an amount equal to the Required Stated Amount for such Bonds with a term of at least 30 days from the effective date thereof. (b) If a Credit Facility has been delivered to the Bond Trustee in accordance with subsection (a) of this Section with respect to the Bonds, the Borrowers shall not voluntarily terminate the Credit Facility or any Alternate Credit Facility without at least thirt y (30) days Electronic Notice to the Bond Trustee. Section 5.13. Self Liquidity Arrangement. The Borrowers may, at their sole option, furnish a Self Liquidity Arrangement (or, if either a Liquidity Facility or a Credit Facility is then in existence, in substitution for such Liquidity Facility or Credit Facility then in effect) to the Bond Trustee to provide for the payment, guarantee or insurance of debt service on the Bonds when due, and if so elected by the Borrowers, for the purchase of Bonds upon their optional or mandatory tender in accordance with the provisions of the Bond Indenture. Not less than 30 days prior to the expiration or termination of any existing Liquidity Facility or Credit Facility, BHSF shall notify the Bond Trustee and the Authority of its intention to provide its own liquidity, and the amendments, if any, to this Loan Agreement and the Bond Indenture necessary to accommodate such self-liquidity. The notice will be accompanied by a Favorable Tax Opinion, to the effect that: (i) the aforementioned amendments, if any, to this Loan Agreement and the Bond Indenture are authorized under this Loan Agreement and the Bond Indenture and (ii) such changes do not affect the validity of such Bonds, will not cause interest on the Bonds to be includable in the gross income of the Holder for purposes of federal income taxation and will not require the Bonds to be registered under the Securities Act of 1933, as amended, or the Bond Indenture to be qualified under the Trust Indenture Act of 1939, as amended or, if such registration or qualification is required, that it has been accomplished. The notice will also be accompanied by written evidence from each Rating Agency then rating the Bonds of the rating to be assigned to Bonds by such Rating Agency on and after the Self Liquidity Arrangement becomes effective. ARTICLE VI COVENANTS RELATING TO THE USE AND OPERATION OF PROPERTY Section 6.1. Use of Property. Each Borrower agrees to use its health care Facilities primarily as a revenue producing “health facility” or “health care facility” (as such term is defined in the Acts) and for related activities and only in furtherance of its lawful corporate purposes. Each Borrower further covenants and agrees to operate so as not to discriminate on a legally impermissible basis. Each Borrower agrees that it will not use or permit to be used any of its Bond Financed Property (i) by any Person in an Unrelated Trade or Business of the Borrower, or (ii) by any Person who is not a Tax-Exempt Organization, in either case in such manner or to such extent as would result in the loss of any exemption for purposes of federal income taxation to which the interest on the Bonds would otherwise be entitled. -13- Each Borrower further agrees that it will not use or permit to be used any of its Bond Financed Property (i) primarily for sectarian instruction or study or as a place of devotional activities or religious worship or as a facility used primarily in connection with any part of the program of a school or department of divinity for any religious denomination or the training of ministers, priests, nuns, rabbis or other similar persons in the field of religion, or (ii) in a manner which is prohibited by the Establishment of Religion Clause of the First Amendment to the Constitution of the United States of America and the decisions of the United States Supreme Court interpreting the same or by any comparable provisions of the Constitution of the State and the decisions in the Supreme Court of the State interpreting the same. Each Borrower will permit the Authority to make inspections of any of its Property to determine compliance with the two preceding paragraphs. The provisions of this paragraph and the immediately preceding paragraph shall remain in full force and effect notwithstanding the payment of the Bonds and all amounts due and owing hereunder and under the Series 2017 Obligation pledged under the Bond Indenture and the termination of the Bond Indenture and this Loan Agreement. The covenants and agreements contained in this Section 6.1 need not be observed or may be changed if the Bond Trustee and the Borrowers receive an Opinion of Bond Counsel to the effect that such nonobservance or change will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes or the validity of the Bonds. Section 6.2. Rates and Charges. The Obligated Group covenants and agrees to charge such fees and rates for its Facilities and services and to exercise such skill and diligence as to provide income from its Property together with other available funds sufficient to pay promptly all expenses of operation, maintenance and repair of its Property, all amounts owing hereunder or on the Obligations pledged under the Bond Indenture and all other payments required to be made by it hereunder to the extent permitted by law. The Obligated Group further covenants and agrees that it will, from time to time as often as necessary, to the extent permitted by law, revise its rates, fees and charges in such manner as may be necessary or proper to comply with the provisions of this Section. This Section 6.2 shall not be construed to prohibit a Borrower from serving indigent patients to the extent required for it to continue its qualification as a Tax-Exempt Organization or from serving any other class or classes of patients without charge or at reduced rates so long as such service does not prevent the Borrower from satisfying the other requirements of this Section. ARTICLE VII PARTICULAR COVENANTS OF THE BORROWERS Section 7.1. Maintenance of Corporate Existence and Status. Each Borrower agrees that it or any successor to it, following a merger or consolidation permitted by Section 413 of the Master Indenture, will at all times maintain its existence as a Florida not for profit corporation and that it will neither take any action nor suffer any action to be taken by others which will alter, change or destroy its status as a not for profit corporation or its status as a Tax-Exempt Organization. -14- Each Borrower further covenants that none of its money, property or other assets will be distributed to any of its directors or officers or to any other private person or individual; provided, however, that a Borrower may pay compensation or provide payment in kind in a reasonable amount for services rendered, including for service as a director only, or otherwise distribute its money, property or other assets to its directors, officers or any other private person or individual if such distribution is permitted by the Florida Not For Profit Corporation Act, and is otherwise permitted under the terms hereof. The Borrowers further agree that they will not act or fail to act in any other manner which could adversely affect any exemption from federal income taxation to which the interest on the Bonds would otherwise be entitled. Section 7.2. Consent to Assignment of Loan Agreement Rights and the Series 2017 Obligation to the Bond Trustee. The Borrowers acknowledge and consent to the pledge and assignment of this Loan Agreement, the Series 2017 Obligation and payments to be made hereunder and thereunder, and of the Authority’s rights hereunder (excluding Unassigned Rights) to the Bond Trustee pursuant to the Bond Indenture to secure payment of the Bonds and agree that the Bond Trustee may, on behalf of the owners of the Bonds, enforce the rights, remedies and privileges granted to the Authority hereunder, other than the Unassigned Rights. Section 7.3. Maintenance; Recording. The Borrowers will, at their expense, take all necessary action to maintain and preserve this Loan Agreement so long as the Series 2017 Obligation is outstanding. The Borrowers will, forthwith after the execution and delivery of this Loan Agreement and thereafter from time to time, cause all documents securing this Loan Agreement or any document securing the Series 2017 Obligation, any financing statements in respect thereof to be filed, registered and recorded in such manner and in such places as may be required by law in order for such documents to be effective to publish notice hereof and thereof and fully to perfect and protect the lien of the Bond Indenture upon the trust estate referred to therein or any part thereof and, from time to time, will perform or cause to be performed any other act as provided by law and will execute or cause to be executed any and all continuation statements and further instruments that may be requested by the Authority for such publication, perfection and protection. Except to the extent it is exempt therefrom, the Borrowers will pay or cause to be paid all filing and registration and recording fees incident to such filing and registration and recording, and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance and all federal or state fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Loan Agreement, the Series 2017 Obligation, such financing statements and such instruments of further assurance. Section 7.4. Financial Statements, Etc. Each Borrower covenants that it will keep or cause to be kept proper books of records and accounts in which full, true and correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of the Borrower in accordance with generally accepted principles of accounting consistently applied, and will furnish the financial statements, materials and notices required to be delivered to the Master Trustee under Section 414 of the Master Indenture to the Authority and the Bond Trustee. -15- Section 7.5. Indemnity. The Borrowers will pay, and will protect, indemnify and save the Authority and the Bond Trustee harmless from and against, any and all liabilities, losses, damages, costs and expenses (including attorneys’ fees and expenses of the Borrowers, the Authority and the Bond Trustee), causes of action, suits, claims, demands and judgments of whatsoever kind and nature (including those arising or resulting from any injury to or death of any person or damage to property) arising from or in any manner directly or indirectly growing out of or connected with the following: (a) the use, non-use, condition or occupancy of any of the Borrowers’ Property, any repairs, construction, alterations, renovation, relocation, remodeling and equipping thereof or thereto or the condition of any of such Property including adjoining sidewalks, streets or alleys and any equipment or Facilities at any time located on such Property or used in connection therewith but which are not the result of the negligence or willful misconduct of the Authority or the Bond Trustee; (b) violation of any agreement, warranty, covenant or condition of the Bond Documents or the Tax Exemption Agreement, except by the Authority, or of the Master Indenture; (c) violation of any contract, agreement or restriction by a Borrower or any other Member relating to its Property; (d) violation of any law, ordinance, regulation or court order affecting any of the Borrowers’ Property or the Property of any other Member or the ownership, occupancy or use thereof; (e) any statement or information (other than information specifically attributed to the Authority), contained in any official statement with respect to the Bonds, that is untrue or incorrect in any material respect, and any omission from such official statement of any statement or information which should be contained therein for the purpose for which the same is to be used or which is necessary to make the statements therein not misleading in any material respect; and (f) any loss, liability or expense incurred arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, unless with respect to the indemnification of the Bond Trustee, caused solely by the negligence or bad faith on the part of the Bond Trustee. Such indemnity shall extend to each person, if any, who “controls” the Authority or the Bond Trustee, as the case may be, as that term is defined in Section 15 of the Securities Act of 1933, as amended. In the event of the settlement of any litigation commenced or threatened, such indemnity shall be limited to the aggregate amount paid under a settlement effected with the written consent of the Obligated Group Agent. -16- The Authority and the Bond Trustee shall promptly notify the Obligated Group Agent in writing of any claim or action brought against the Authority, the Bond Trustee or any controlling person, as the case may be, in respect of which indemnity may be sought against any of the Borrowers, setting forth the particulars of such claim or action, provided that failure to give such notice shall not affect the Borrowers’ obligation under this Section. All amounts payable to or with respect to the Authority under this Section 7.5 shall be deemed to be fees and expenses of the Authority for the purposes of the provisions hereof and of the Bond Indenture dealing with the assignment of the Authority’s rights hereunder. The provisions of this Section 7.5 shall survive the termination of this Loan Agreement. Section 7.6. Licensure, Accreditation and Eligibility for Payment. Each Borrower (other than BHSF, BOS, [BHI], BFS and Imaging) warrants that its hospital is now accredited by the Joint Commission on Accreditation of Healthcare Organizations and each such Borrower, other than BHSF [and BHI], warrants that its health care Facilities have all material state and local licenses required for the operation thereof. Each Borrower, other than BHSF, will obtain and maintain all such material licenses required for its operations and the operation of its health care Facilities. Each Borrower, other than BHSF [and BHI], will use its best efforts to establish and maintain its Facilities’ status as a provider of health care services, eligible for reimbursement under Medicare and equivalent insurance programs, and Medicaid and other similar contractual programs, including future federal and state programs, so long as it is in the best interest of the Obligated Group and the Bondholders, as determined by the Board of Trustees of the Obligated Group Agent. Section 7.7. Government Grants. Each Borrower covenants to comply with all of the terms and provisions of any government grants it receives, including those made by the State and the federal government, and the laws and regulations under which they are made. Section 7.8. Transfer of Assets. Each Borrower covenants and agrees that it will not sell, lease or otherwise dispose of any of its Property except as permitted by Section 417 of the Master Indenture. The provisions of the Master Indenture notwithstanding, each Borrower further covenants and agrees that it will not sell, lease or otherwise dispose (including without limitation any involuntary disposition resulting from an act or failure to act by the Borrower), directly or indirectly, in whole or in part, of the Bond Financed Property unless the provisions of Section __ of the Tax Exemption Agreement are satisfied. Section 7.9. Discharge of Orders, Etc. Each Borrower covenants to cause any order, writ or warrant of attachment, garnishment, execution, replevin or similar process filed against any part of the funds or accounts held by the Bond Trustee under the Bond Indenture to be discharged, vacated, bonded or stayed within 90 days after such filing (which 90-day period shall be extended for so long as a Borrower is contesting such process in good faith), but, notwithstanding the foregoing, in any event not later than five days prior to any proposed execution or enforcement with respect to such filing or any transfer of moneys or investments pursuant to such filing. -17- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES THEREFOR Section 8.1. Events of Default. The occurrence and continuance of any of the following events shall constitute an “event of default” hereunder: (a) failure of the Borrowers to pay any installment of interest, principal or premium hereunder or on any Obligation pledged under the Bond Indenture or any other payment required by Section 5.1 or 5.2 hereof when the same shall become due and payable, whether upon a scheduled interest payment date, at maturity, upon any date fixed for prepayment, by acceleration or otherwise, and the continuance of such failure for two Business Days; or (b) failure of the Borrowers to comply with or perform any of the covenants, conditions or provisions hereof or of the Tax Exemption Agreement and to remedy such default within 30 days after written notice thereof from the Authority or the Bond Trustee to the Obligated Group Agent; provided that if such default cannot with due diligence and dispatch be wholly cured within 30 days but can be wholly cured, the failure of the Authority, the Borrowers or the Bond Trustee to remedy such default within such 30 day period shall not constitute a default hereunder if any of the foregoing shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch; or (c) any representation or warranty made by a Borrower herein or in any statement or certificate, furnished to the Authority or the Bond Trustee or the purchaser of any Bonds in connection with the sale of the Bonds or furnished by a Borrower pursuant hereto proves untrue in any material respect as of the date of the issuance or making thereof and shall not be made good within 30 days after notice thereof to the Obligated Group Agent by the Authority or the Bond Trustee; or (d) any event of default shall occur under the Master Indenture which would permit the acceleration of any Obligation; or (e) a Borrower admits insolvency or bankruptcy or its inability to pay its debts as they mature, or is generally not paying its debts as such debts become due, or makes an assignment for the benefit of creditors or applies for or consents to the appointment of a trustee, custodian or receiver for a Borrower, or for the major part of its Property; or (f) a trustee, custodian or receiver is appointed for a Borrower or for the major part of its Property and is not discharged within 60 days after such appointment; or (g) bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, proceedings under Title 11 of the United States Code, as amended, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors are -18- instituted by or against a Borrower (other than bankruptcy proceedings instituted by a Borrower against third parties), and if instituted against a Borrower are allowed against the Borrower or are consented to or are not dismissed, stayed or otherwise nullified within 60 days after such institution; or (h) payment of any installment of interest, principal or premium on any Bond shall not be made when the same shall become due and payable under the provisions of the Bond Indenture; or (i) failure of the Borrowers to comply with or perform their obligations pursuant to Section 7.9 hereof. Upon the occurrence and during the continuance of any event of default hereunder and subject to compliance with Section 5.11 hereof, the Authority shall have the following rights and remedies, in addition to any other remedies herein or by law provided: I. Acceleration of Payments on the Series 2017 Obligation and Hereunder. The Bond Trustee as assignee of the Authority may by written notice to the Master Trustee, request that it declare the Obligations pledged under the Bond Indenture (if not then due and payable) to be due and payable immediately, subject to the provisions of Section 511 of the Master Indenture regarding waiver of events of default, anything in the Series 2017 Obligation or in this Loan Agreement contained to the contrary notwithstanding. In addition, upon the occurrence and continuance of an event of default under the Loan Agreement, the Bond Trustee, as assignee of the Authority may by written notice to the Borrowers, declare all amounts payable pursuant to the Loan Agreement immediately due and payable. II. Right to Bring Suit, Etc. The Bond Trustee, as assignee of the Authority, with or without entry, personally or by attorney, may in its discretion proceed to protect and enforce its rights by pursuing any available remedy including a suit or suits in equity or at law, whether for damages or for the specific performance of any obligation, covenant or agreement contained in the Obligations pledged under the Bond Indenture, in this Loan Agreement or in the Master Indenture, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy, as the Bond Trustee shall deem most effectual to collect the payments then due and thereafter to become due on the Obligations pledged under the Bond Indenture or to enforce performance and observance of any obligation, agreement or covenant of a Borrower or the Borrowers hereunder, or under such Obligations or the Master Indenture or to protect and enforce any of the Authority’s rights hereunder or thereunder. Section 8.2. Application of Proceeds of Remedies. The proceeds or avails resulting from the exercise of any such remedies, together with any other sums which then may be held by the Authority or the Bond Trustee as its assignee under this Loan Agreement, whether under the -19- provisions of this Article or otherwise, and which are available for such application shall be applied as follows: FIRST: To the payment of the costs and expenses of the exercise of such remedies, including reasonable compensation to the Authority, the Master Trustee and the Bond Trustee, their agents, attorneys and counsel, and the expenses of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by any thereof as permitted by this Loan Agreement, together with interest, in the case of the Authority and the Bond Trustee, at the Bond Trustee’s or, in the case of the Master Trustee, at the Master Trustee’s, announced prime rate per annum from time to time in effect, on all such advances, and to the payment of all taxes, assessments or claims prior to the claim of this Loan Agreement, except any taxes, assessments, liens, or other charges, subject to which Property may have been sold. SECOND: To the payment of any amounts then due and payable under the Tax Exemption Agreement. THIRD: To the payment of the whole amount then due, owing and unpaid hereunder for principal, interest and premium, if any; in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid hereunder then ratably according to the aggregate of such principal and the accrued and unpaid interest and premium, if any, without preference or priority as between principal, interest or premium. FOURTH: To the payment of any other sums required to be paid by the Borrowers pursuant to any provisions of this Loan Agreement or of the Series 2017 Obligation pledged under the Bond Indenture. FIFTH: To the payment of any other sums required to be paid by the Borrowers pursuant to any provisions of the Master Indenture. SIXTH: To the payment of the surplus, if any, to the Obligated Group Agent, upon the written request of the Obligated Group Agent or to whomsoever may be lawfully entitled to receive the same upon its written request, or as any court of competent jurisdiction may direct. Section 8.3. Remedies Cumulative. No remedy herein conferred upon or reserved to the Authority or the Bond Trustee as its assignee is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute. Section 8.4. Delay or Omission Not a Waiver. No delay or omission of the Authority or the Bond Trustee as its assignee to exercise any right or power accruing upon any event of default shall impair any such right or power, or shall be construed to be a waiver of any such event of default or an acquiescence therein; and every power and remedy given by this Loan Agreement to the Authority or the Bond Trustee as its assignee may be exercised from time to time and as often as may be deemed expedient by the Authority or the Bond Trustee, as the case may be. -20- Section 8.5. Waiver of Extension, Appraisement, Stay Laws. To the extent permitted by law, the Borrowers will not during the continuance of any event of default hereunder insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of this Loan Agreement; nor claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisement of any of the Borrowers’ Property prior to any sale or sales thereof which may be made pursuant to any provision herein contained, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted by the United States of America or by any state or territory, or otherwise, to redeem the Property so sold or any part thereof; to the extent permitted by law, the Borrowers hereby expressly waive all benefits or advantage of any such law or laws and covenant not to hinder, delay or impede the execution of any power herein granted or delegated to the Authority, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted; and, to the extent permitted by law, the joint and several obligation of each Borrower hereunder shall not be diminished, reduced or adversely affected by the bankruptcy, insolvency or similar condition of any other Borrower. Section 8.6. Remedies Subject to Provisions of Law. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Loan Agreement invalid or unenforceable under the provisions of any applicable law. ARTICLE IX SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT Section 9.1. Supplements and Amendments to This Loan Agreement. The Borrowers, with the consent of the Authority and the Bond Trustee may from time to time enter into such supplements and amendments to this Loan Agreement as to them may seem necessary or desirable to effectuate the purposes or intent hereof; provided, however, that no such amendment shall be effective if not adopted in accordance with the terms of the Bond Indenture. ARTICLE X DEFEASANCE Section 10.1. Defeasance. If the Borrowers shall pay and discharge or provide, in a manner satisfactory to the Authority, for the payment and discharge of the whole amount of the principal of, premium, if any, and interest owing hereunder and under the Series 2017 Obligation, and shall pay or cause to be paid all other sums payable hereunder and under the Bond Indenture, or shall make arrangements satisfactory to the Authority for such payment and discharge, then and in that case all property, rights and interest hereby conveyed or assigned or pledged shall revert to -21- the Borrowers, and the estate, right, title and interest of the Authority therein shall thereupon cease, terminate and become void; and this Loan Agreement and the covenants of the Borrowers contained herein shall be discharged and the Authority in such case, on demand of the Borrowers and at their cost and expense, shall execute and deliver to the Borrowers a proper instrument or proper instruments acknowledging the satisfaction and termination of this Loan Agreement and any financing statements filed in connection therewith and shall convey, assign and transfer or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered, to the Borrowers, all Property, including money, then held by the Authority other than moneys deposited with the Bond Trustee for the payment of the principal of, premium, if any, or interest owing hereunder. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1. Loan Agreement for Benefit of Parties Hereto. Nothing in this Loan Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any person other than the parties hereto, the Bond Trustee and the holder of the Series 2017 Obligation and any other Obligation pledged under the Bond Indenture, any right, remedy or claim under or by reason of this Loan Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements in the Loan Agreement contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and the holder of the Obligations pledged under the Bond Indenture. Section 11.2. Severability. In case any one or more of the provisions contained in the Loan Agreement or in any Obligation pledged under the Bond Indenture shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. Section 11.3. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when personally delivered or mailed by first class mail, postage prepaid, with proper address as indicated below. The Authority, the Borrowers and the Bond Trustee may, by written notice given by each to the others, designate any address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Loan Agreement. Until otherwise provided by the respective parties, all notices, certificates and communications to each of them shall be addressed as follows: To the Authority: City of South Miami Health Facilities Authority c/o Office of City Manager 6130 Sunset Drive South Miami, Florida 33143 Attention: City Manager -22- To the Borrowers: Baptist Health South Florida, Inc., as Obligated Group Agent 6855 Red Road., Suite 600 Coral Gables, Florida 33143 Attention: Chief Financial Officer To the Bond Trustee: Wells Fargo Bank, N.A. 301 E. Pine Street, Suite 1150 Orlando, Florida 32801 Attention: Corporate Trust Services Section 11.4. Successors and Assigns. Whenever in this Loan Agreement any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Loan Agreement contained by or on behalf of the Borrowers or a Borrower, or by or on behalf of the Authority, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 11.5. Counterparts. This Loan Agreement is being executed in several counterparts, each of which is an original and all of which are identical. Each counterpart of this Loan Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but one instrument. Section 11.6. Governing Law. It is the intention of the parties hereto that this Loan Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with the laws of Florida. Section 11.7. Immunity of Officers, Employees and Members of Authority, the Borrowers and Members of the Obligated Group. No recourse shall be had for the payment of the principal of or premium or interest owing hereunder or on the Series 2017 Obligation or any other Obligation pledged under the Bond Indenture or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Loan Agreement contained against any past, present or future officer, member, employee, director or agent of the Authority, a Borrower, or any other Member of the Obligated Group, respectively, or any successor public or private corporation thereto, as such, either directly or through the Authority, such Borrower, or any other Member, or any incorporator, officer, director, member, trustee, employee or agent or any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, employees, directors or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement and the issuance of the Obligations pledged under the Bond Indenture. -23- Section 11.8. Business Days. Except as otherwise provided herein, if the date for making any payment or the date for the performance of any act or the exercising of any right, as provided in this Loan Agreement, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same effect as if done on the normal date provided herein. Section 11.9. Rights of Credit Facility Provider and Liquidity Facility Provider. Anything contained in the Bond Indenture, this Loan Agreement or in the Bonds to the contrary notwithstanding, the existence of all rights given to the Liquidity Facility Provider or the Credit Facility Provider hereunder with respect to the giving of consents or approvals or the direction of proceedings are expressly conditioned upon its timely and full performance of the Liquidity Facility or the Credit Facility, as the case may be. Any such rights shall not apply if at any time there are no Bonds outstanding or the Liquidity Facility Provider or the Credit Facility Provider has failed to perform any of its obligations under the Liquidity Facility or the Credit Facility or has been declared insolvent or bankrupt by a court of competent jurisdiction, an order or decree shall have been entered appointing a receiver, receivers, custodian or custodians for any of its assets or revenues, or any proceeding shall be instituted with the consent or acquiescence of the Liquidity Facility Provider or the Credit Facility Provider or any plan shall be entered into by the Liquidity Facility Provider or the Credit Facility Provider for the purpose of effecting a composition between the Liquidity Facility Provider or the Credit Facility Provider and its creditors or for the purpose of adjusting the claims of such creditors, the Liquidity Facility Provider or the Credit Facility Provider makes any assignment for the benefit of its creditors or the Liquidity Facility Provider or the Credit Facility Provider is generally not paying its debts as such debts become due or the Liquidity Facility Provider or the Credit Facility Provider files a petition in bankruptcy or under Title 11 of the United States Code, as amended, or the Liquidity Facility or the Credit Facility has been determined to be void or unenforceable by final judgment of a court of competent jurisdiction; provided, that this Section 11.9 shall not in any way limit or affect the rights of the Credit Facility Provider or Liquidity Facility Provider as a Bondholder, as subrogee of a Holder or as assignee of a Holder or to otherwise be reimbursed and indemnified for its costs and expenses and other payments on or in connection with the Bonds, the Credit Facility or the Liquidity Facility, either by operation of law or at equity or by contract. [Signature Page to Loan Agreement] IN WITNESS WHEREOF, the Borrowers and the Authority have caused this Loan Agreement to be executed in their respective corporate names and the Authority has caused its corporate seal to be hereunto affixed and attested by its duly authorized officer, all as of the date first above written. BAPTIST HEALTH SOUTH FLORIDA, INC. BAPTIST HOSPITAL OF MIAMI, INC. BAPTIST OUTPATIENT SERVICES, INC. DOCTORS HOSPITAL, INC. HOMESTEAD HOSPITAL, INC. MARINERS HOSPITAL, INC. SOUTH MIAMI HOSPITAL, INC. WEST KENDALL BAPTIST HOSPITAL, INC. FISHERMEN’S HEALTH, INC., BETHESDA HEALTH, INC., BETHESDA HEALTH OUTPATIENT SERVICES, INC., BETHESDA HOSPITAL, INC., BETHESDA PAYROLL SERVICES, INC. BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES, INC. By: ____________________________________ Executive Vice President and Chief Financial Officer of Baptist Health South Florida, Inc., as Obligated Group Agent CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY By: ____________________________________ Chair ATTEST: By: _________________________________ Member SEE BACKUP INFORMATION ATTACHED: 1. "CREATION OF HEALTH FACILITIES AUTHORITIES" F .5. 154.207 2. ORDINANCE NO. 11-95-1584 Select Year: 12017 vl~ The 2017 Florida Statutes Title XI COUNlY ORGANIZATION AND INTERGOVERNMENTAL RELATIONS 154.207 Creation of health facilities authorities.- Chapter 154 PUBLIC HEALTH FACILITIES View Entire Chapter (1) In each local agency there may be created a public body corporate and politic to be known as the" (name of local agency) Health Facilities Authority." Each of said authorities shall be constituted as a public instrumentality, and the exercise by an authority of the powers conferred by this part shall be deemed and held to be the performance of an essential public function. Each of said authorities shall not transact any business or exercise any power hereunder until and unless the governing body of the local agency by proper ordinance or resolution shall declare that there is a need for an authority to function in such local agency. The determination as to whether there is such need for an authority to function: (a) May be made by the governing body on its own motion. (b) May be made by the governing body upon the filing of a petition signed by 25 residents of the local agency asserting that there is need for an authority to function in such local agency and requesting that the governing body so declare. (2) The governing body may abolish the authority at any time by ordinance or resolution. However, the authority shall not be abolished until such time as all bonded indebtedness incurred pursuant to this part has been paid. (3) In any suit, action, or proceeding involving the validity or enforcement of, or relating to, any contract of the authority, the authority shall be conclusively deemed to have been established and authorized to transact business and exercise its powers hereunder by adoption of an ordinance or resolution by the governing body declaring the need for the authority. Such ordinance or resolution shall be sufficient if it declares that there is such a need for an authority in the local agency. A copy of such ordinance or resolution duly certified by the clerk shall be admissible in evidence in any suit, action, or proceeding. (4) The governing body of the local agency shall designate five persons who are residents of the local agency as members of the authority created for said local agency. Of the members first appointed, one shall serve for 1 year, one for 2 years, one for 3 years, and two for 4 years; in each case until a successor is appointed and has qualified. Thereafter the governing body shall appoint, for terms of 4 years each, a member or members to succeed those whose terms expire. The governing body shall fill any vacancy for an unexpired term. A member of the authority shall be eligible for reappointment. Any member of the authority may be removed by the governing body for misfeasance, malfeasance, or willful neglect of duty. Each member of the authority, before entering upon his orher duties, shall take and subscribe the oath or affirmation required by the State Constitution. A record of each oath shall be filed in the Department of State and with the clerk. (5) The authority shall annually elect one of its members as chair and one as vice chair. h11p://www.leg.sta1e.fl.us/STATCTESlindex.cfm?App_ mode= Display _ S1a1u1e&Search _ St... 12/6/2017 (6) The authority shall keep a record of its proceedings and shall be custodian of all books, documents, and papers filed with it and of its minute book or journal and official seal. The authority shall cause copies to be made of all its minutes and other records and documents and shall give certificates under its official seal to the effect that such copies are true copies, and all persons dealing with it may rely upon such certificates. (7) Three members of the authority shall constitute a quorum, and the affirmative vote of a majority of the members present at a meeting of the authority shall be ne~essary for any action taken by an authority. However, any action may be taken by the authority with the unanimous consent of all of its members. No vacancy in the membership of the authority shall impair the right of a quorum to exercise all the rights and perform all the duties of the authority. Any action taken by the authority under the provisions of this part may be authorized by resolution at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted. All meetings of the authority, as well as all records, books, documents, and papers, shall be open and available to the public in accordance with s. 286.011. (8) The members of the authority shall receive no compensation for the performance of their duties hereunder, but each member shall be paid his or her necessary expenses incurred while engaged in the performance of such duties pursuant to s. 112.061. (9) Any general or special law, rule or regulation, or ordinance of any local agency to the contrary notwithstanding, service as a member of an authority by a trustee, director, officer, or employee of a health facility shall not in and of itself constitute a conflict of interest. However, any member of the authority who is employed by, or receives income from, a health facility under consideration by the authority shall not vote on any matter related to such facility. History.-s. 4, ch. 74-323; s. 871, ch. 95-147. Copyright © 1995-2017 The Florida Legislature 0 Privacy Statement 0 Contact Us http://www.leg.state.D.us/STATCTESlindex.cfm?App _mode= Display _ Statute&Search_ S1... 12/612017 ORDINANCE NO. 11-95-1584 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA CREATING CHAPTER 12A OF THE CODE OF THE CITY OF SOUTH MIAMI, TO BE ENTITLED "CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY"; ESTABLISHING TaE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY; FINDING AND DECLARING NEED FOR THE AUTHORITY; PROVIDING DEFINITIONS; DESIGNATING MEMBERSHIP; PROVIDING RESPONSIBILITIES AND POWERS; PROVIDING FOR THE FINANCING AND CONSTRUCTION OF HEALTH FACILITIES; PROVIDING FOR THE ISSUANCE OF REVENUE BONDS AND REFUNDING BONDS; PROVIDING SEVERABILITY; AND PROVIDING RELATED MATTERS AND AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of South Miami, Florida (the "City"), has determined that, for the benefit of the people of the City, the increase of their commerce, welfare and prosperity and the improvement of their health and living conditions, it.is essential that the people of the City have access to adequate medical care and health facilities and that it is essential that health facilities be provided with appropriate additional means to assist in the development, improvement and maintenance of the public health; and WHEREAS, a Health Facilities Authority would provide additional means to assist in the development and maintenance of the City's health facilities; and WHEREAS, Section 154.207, Florida Statutes, authorizes the City to create a public body to insure that the people of the City have access to adequate medical care and health facilities. 1 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. Declaration of Need. The Commission hereby finds and declares that there is a need for a Health Facilities Authority to function in the City in order to assist in the development and maintenance of the health facilities located in the City and, where authorized by law, outside the City's boundaries. Section 2. Definitions. The following tenns, whenever used in this Ordinance, shall have the following meanings unless a different meaning clearly appears from the context: (a) "Authority" means the City of South Miami Health Facilities Authority created. by this Ordinance. (b) "Bonds" or "revenue bonds1l mean revenue bonds and revenue refunding bonds of the Authority issued under the provisions of this Ordinance and State law, including without limitation, Chapter 154, Part III and Chapter 159, Part II, Florida Statutes, as they may be amended from time to time, notwithstanding that such bonds may be secured by a mortgage or the full faith and credit of a health facility. (c) "City" means the City of South Miami, Florida. (d) "Commission" means and refer to the City Commission of the City. (e) "Cost" as applied to a project or any portion thereof fi~nced under the provisions of this Ordinance, embraces: (1) All or any part of the cost of construction and acquisition of all real property, lands, strucrores, real or personal property rights, rights-of-way, franchises, easements, and interests acquired or used for a project. 2 (2) The cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which such buildings or structures may be removed. (3) The cost of all machinery and equipment. (4) Financing charges and interest prior to, during, and for a reasonable period after completion of such construction. (5) Provisions of reserves for principal and interest and for extensions, enlargements, additions, and improvements. (6) The cost of engineering, appraisal, architectural, accounting, financial and legal services. (7) The cost of plans, specifications, studies, surveys and estimates of cost and revenues. (8) Administrative expenses, including expenses necessary or incident to determining the feasibility or practicability of constructing the project. (9) Such expenses as may be necessary or incident to the construction and acquisition and the placing of the project in operation and such items which qualify as !'costs" under State law from time to time. (f) "Health Facility" means any private corporation organized as eifuer not for profit or for profit and authorized by law to provide hospital or nursing care services in accordance with Chapter 395 or Chapter 400, Florida Statutes, or life care services in accordance with Chapter 651, Florida Statutes, and also includes facilities licensed under Chapters 393 and 394, Florida Statutes, "health care facility" as defined in Section 159.27(16), Florida Statutes, and 3 any other facilities which under State law, the Authority may provide assistance to, in each case as such provisions of State law may be amended from time to time. (g) "Project" means any structure, facility, machinery, equipment or other property suitable for use by a health facility in connection with its operations or proposed operations, including, without limitation: (1) real property; (2) a clinic, computer facility, dining hall, fire fighting facility, fire prevention facility, food service and preparation facility, health care facility, long term care facility, hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing home, nursing school, office, parking area, pharmacy, educational or recreational facility, research facility, storage facility, utility or X -ray facility, or any combination of the foregoing; and (3) other structures or facilities related thereto or required or useful for health care purposes, the conduct of research or the operation of a health facility, including facilities or structures essential or convenient for the orderly conduct of the health facility and other similar items necessary or ~onvenient for the operation of a particular facility or structure in the manner for which its use is intended; but shall not include such items as fuel, supplies or other items which are customarily deemed to result in a current operating charge. (h) "Real Property" means and includes all lands, buildings, structures, improvements and fixtures thereon; any property of any nature appurtenant thereto or used in connection therewith; and every estate, interest and right, legal or equitable, therein, including any such interest for a term of years. (i) "State" means the State of Florida. 4 Section 3. Creation of City of South Miami Health Facilities Authority; Membership. (a) Creation. The City of South Miami Health Facilities Authority is hereby created. and established and, in accordance with Section 154.207, Florida Statutes, is constituted a public instrumentality. The exercise by the Authority of the powers conferred by State law shall be deemed and held to be the perfonnance of an essential public function. (b) Members; Terms of Office. The Authority, unless otherwise provided by State law, shall be composed of five voting members. Members shall be residents of the City appointed by the Commission for terms of four years; provided that of the first members appointed, the Commission shall designate one member to serve for one year, one member to serve for two years, one member to serve for three years and two members to serve for four years, in each case until his or her successor is appointed and has qualified. Thereafter, all appointments by the Commission, except appointments to fill vacancies shall be for a term of four years. Vacancies during a tenn shall be filled for the unexpired term by the Commission. A member of the Authority shall be eligible for reappointment. Any member of the Authority may be removed by the Commission for misfeasance, malfeasance, willful neglect of duty or such other cause authorized by law. (c) Responsibilities of Member. Each member of the Authority, before entering upon his duties, shall take and subscribe the oath or affirmation required by the State Constitution. A record of each oath shall be filed in the Department of State and with the Clerk of the City. The members of the Authority shall receive no compensation for the performance of their duties hereunder, but each member shall be paid necessary expenses incurred while engaged in the performance of such duties. Service as a member of the Authority by a trustee, director, officer or employee of a health facility shall not, in and of itself, constitute a conflict of interest; 5 however, any member of the Authority who is employed by, or receives income from a health facility under consideration by the Authority shall not vote on any matter related to such facility. Members of the Authority shall comply with the provisions of Section 286.012, Florida Statutes, relating to voting, and with the provisions of Sections 112.311 through 112.3175, Florida Statutes, relating to financial disclosure, in each case as said provisions of State law may be amended from time to time. (d) Organization and Meetings of the Authority. The Authority, at its initial meeting and annually thereafter, shall elect one of its members as Chairman and one as Vice Chairman. Three members of the Authority shall constitute a quorum, and the affinnative vote of a majority of the members present shall be necessary for any action taken by the Authority. No vacancy in the membership of the Authority shall impair the right of a quorum to exercise all the rights and to perfonn all the duties of the Authority. Any action taken by the Authority under the provisions of this Ordinance may be authorized at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted. All meetings of the Authority, as well as records, books, documents and papers shall be open and available to the public in accordance with Section 286.011, Florida Statutes, as the same may be amended from time to time. Section 4. Powers and Duties of the Authority. The purpose of the Authority shall be to assist health facilities in the acqUisition, construction, financing and refinancing of projects. For this purpose, the Authority shall have all the powers conferred by State law, including, but not limited to those powers conferred under Chapter 154, Part III, and Chapter 159, Part II, Florida Statutes, all of which provisions of State law are incorporated herein by reference, as the same shall be amended from time to time. These powers. shall include, but not be limited to the power: (a) To adopt an official seal and alter the same at its pleasure. (b) To maintain an office at such place or places in the City as it may deSignate, including space in City HalL (c) To sue and be sued in its own name and to plead and be impleaded. (d) To make and execute loan agreements, agreements of lease, contracts, deeds, mortgages, notes and other instruments necessary or convenient in the exercise of the powers and functions conferred upon the Authority by this Ordinance or otherwise by law. (e) To sell, lease, exchange, mortgage, transfer or otherwise dispose of, or to grant options for any such purposes with respect to any project, or any real or personal property or interest therein. (f) To pledge or assign any money, rents, charges, fees or other revenues and any proceeds derived from the sale of property, insurance or condemnation awards. (g) To fix, charge, and collect rents, fees and charges for the use of or the financing of any project. (h) To issue bonds and notes for the purpose of providing funds to pay all or any part of the cost of any project or any other lawful purpose and to issue refunding bonds or notes. (i) To employ consulting engineers, architects, surveyors, attorneys, accountants, financial experts and such other employees and agents as may be necessary in its judgment, including employees of the City to the extent approved by the Commission, and to fix their compensation. 7 (j) To acquire existing projects and to reimburse any health facility for the cost of such project in accordance with an agreement between the Authority and the health facility; however, no such reimbursement shall exceed the total cost of the project as determined by the health facility and approved by the Authority. (k) To acquire existing projects and to refund outstanding obligations, mortgages, or advances issued, made or given by a health facility for the cost of any project. (1) To charge to, and equitably apportion among health facilities its administrative costs and expenses incurred in the exercise of the powers and duties conferred by this Ordinance, and to otherwise charge fees and costs in connection with a health facility financing. (m) To mortgage any project and the site thereof for the benefit of the holders of the bonds issued to finance such project. (n) . To participate in and to issue bonds for the purpose of establishing and maintaining a self-insurance pool pursuant to Section 627.357, Florida Statutes, as the same may be amended from time to time, on behalf of a health facility or a group of health factIities in order to provide for the payment of judgements, settlements of claims, expenses or loss and damage that arises or is claimed to have arisen from an act or omission of the hea.lth facility, its employees or agents in the performance of health care or health care related functions. (0) To issue special obligation revenue bonds for the purpose of establishing and maintaining self insurance pools and to provide reserve funds in connection therewith, which bonds shall be payable from funds available in the pool from time to time or from assessments against participating health facilities for the purpose of providing reqUired contributions to the fund or from such other sources as may be permitted by State law. Such bonds shall be issued in accordance with all other applicable provisions of State law. 8 (p) To keep a record of all its proceedings and be custodian of all books, documents and papers filed with it and of its minute book or journal and official seal. The Authority shall cause copies to be made of all its minutes and other records and documents and shall give certificates under its official seal to the effect that such copies are true copies, and all persons dealing with said Authority may rely upon such Certificates. (q) To make a report to the Commission within the first 90 days of each calendar year, of the Authority's activities for the preceding calendar year. Each report shall set forth a complete operating and financial statement covering its operation during the year. (r) To enter into interlocal agreements with other governmental bodies in connection with the exercise of its powers hereunder, including, but not liinited to the issuance of bonds, pursuant to the authorization conferred by Chapter 163, Part I, Florida Statutes, as the same may be amended from time to time. (s) To do all things necessary, as otherwise provided by law, to carry out the purposes of this Ordinance. Section 5. Payment of Expenses. All expenses incurred in carrying out the provisions of this Ordinance shall be payable solely from funds provided under the provisions of this Ordinance, and no liability or obligation shall be incurred by the Authority beyond the extent to which moneys shall have been provided under this Ordinance or otherwise. Section 6. Notes of Authority. The Authority is authorized from time to time to issue its negotiable notes for any corporate purposes and renew from time to time any notes by the issuance of new notes, whether the notes to be renewed have or have not matured, subject however, to any maturity limitations 9 prescribed by State'law, The notes may be authorized, sold, executed and delivered in the same manner as bonds. All such notes shall be payable solely from the revenues of the Authority, subject only to contractual rights of the holders of any of its notes or other obligations then outstanding. Section 7. Revenue Bonds. The Authority is authorized from time to time to issue its negotiable revenue bonds for the purpose of paying all or any part of the cost of any project or projects authorized by law, or pursuant to subsections (j) and (k) of Section 4 of this Ordinance for the purpose of paying all or any part of the cost of acquiring existing or completed health facilities projects, or for any other purpose permitted by law. In anticipation of the sale of such revenue bonds, the Authority may issue negotiable bond anticipation notes and may renew the same from time to time, subject however, to any maturity limitations prescribed by State law. Such notes shall be paid from any revenues of the Authority available therefore and not otherwise pledged or from the proceeds of sale of the revenue bonds of the Authority in anticipation of which they were issued. The notes shall be issued in the same manner as the revenue bonds. Such notes and the resolution or resolutions authorizing them may contain any provisions, conditions or limitation which a bond resolution of the Authority may contain. The revenue bonds and notes of every issue shall be payable solely out of revenues provided therefore. Notwithstanding that revenue bonds and notes may be payable from a special fund, they shall be, and be deemed to be, for all purposes, negotiable instruments, subject only to the provisions of the revenue bonds and notes for registration. The revenue bonds may be issued as serial bonds or as term bonds, or the Authority, in its discretion, may issue bonds of both types. The revenue bonds shall be authorized by 10 resolution of the members of the Authority and shall bear such date or dates; mature at such time or times, not exceeding the maximum maturity provided by law; bear interest at such rate or rates; be payable at such time or times; be in such denominations; be in such form, either coupon or registered, or both; carry such registration privileges; be executed in such manner; be payable in lawful money of the United States at such place or places; and be subject to such terms of redemption, including redemption prior to maturity and such other provisions, as such resolution or resolutions may provide. The Authority shall determine the form and manner of execution of the bonds, including any interest coupons to be attached thereto, and shall fix the denomination or denominations of the bonds and-the place or places of payment of principal and interest, which may be at any bank or trust company within or without the state. In case any officer whose signature, or a facsimile of whose signature, shall appear on any bonds or coupons shall cease to be such officer before the delivery of such bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until such delivery. The revenue bonds or notes may be sold at public or private sale for such price or prices as the Authority shall determine. Pending preparation of the definitive bonds, the Authority may Issue interim receipts or certificates which shall be exchanged for such definitive bonds. Section 8. Refunding Bonds. The Authority is hereby authorized to provide for the issuance of revenue bonds for the purpose of refunding any of jts revenue bonds then outstanding or, to the extent permitted by State law, any bonds issued by another public instrumentality which are then outstanding, including the payment of any redemption premium thereon and any interest accrued or to accrue to the earliest or subsequent date of redemption, purchase or maturity of such bonds. 11 The proceeds of any such revenue bonds issued for the purpose of refunding outstanding bonds may, in the discretion of the Authority, be applied to the purchase or retirement at maturity or redemption of such outstanding bonds either on their earliest or any subsequent redemption date, or upon the purchase or at the maturity therof, and may, pending such application, be placed in escrow to be applied to such purchase or retirement at maturity or redemption on such date as may be determined by the Authority. Any such escrowed proceeds, pending such use may be invested and reinvested in direct obligations of the United States, in any obligations of which the principal and interest are unconditionally guaranteed by the United States, in certificates of deposit or time deposits secured by direct obligations of the United States, or in any obligations of which the principal and interest are unconditionally guaranteed by the United States, in any other obligations as may be permitted by law from time to time, maturing at such time. or times as shall be appropriate to assure the prompt payment, as tq principal, interest and redemption, premium if any, of the outstanding bonds to be so refunded. The interest, income and profits, if any, earned or realized on any such investment may also be applied to the payment of the outstanding bonds to be so refunded. After the termS of the escrow have been fully satisfied and carried out, any balance of such proceeds and interest, income and profits, if any, earned or realized on the investments thereof may be returned to the Authority for use or disposition by it in any lawful manner. All such revenue bonds issued for the purposes of refunding shall be subject to the provisions of this Ordinance in the same manner and to the same extent as other revenue bonds issued pursuant to this Ordinance. 12 Section 9. Securitv of Bondholders. In the discretion of the Authority, any bonds issued under the provisions of this Ordinance may be secured by a trust agreement by and between the Authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or without the state. Such trust agreement or resolution providing for the issuance of such bonds may pledge or assign the fees, rents, charges or proceeds, condemnation awards and other funds and revenues to be received therefor, and may provide for the mortgaging of any project or any part therof as security for repayment of the bonds. Such trust agreement or resolution providing for the issuance of such bonds shall contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including convenants setting forth the duties of the Authority in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation and insurance of the project or projects in connection with which such bonds shall have been authorized; the fees, rents and other charges to be fixed and collected; the sale of any project or part thereof, or other property; the tenns and conditions for the issuance of additional bonds; and the custody, safeguarding, and application of all monies. It shall be lawful for any bank or trUst 'coinpany which may act as depositary of the proceeds of bonds, revenues or other money hereunder to furnish such indemnifying bonds or to pledge such securities as may be required by the Authority. Any such trust agreement or resolution shall set forth the rights and remedies of the bondholders and of the trustee and may restrict the individual right of action by bondholders. In addition to the foregoing, any such trust agreement or resolution may contain such other provisions as the Authority may deem reasonable and proper for the security of the bondholders. All expenses incurred in carrying out the provisions of such trust agreement or resolution may 13 be treated as a part of the cost of the project or projects in connection with which bonds are issued or as an expense of administration of such project, as the case may be. Section 10. Payment of Bonds: No Liability of the Authoritv or the City. Revenue bonds issued under the provisions of this Ordinance shall not be deemed to constitute a debt, liability or obligation of the City of the State or any political subdivision thereof, or a pledge of the faith and credit of the City or the State or any political subdivision thereof, but shall be payable solely form the revenues provided therefor. All such revenue bonds shall contain on the face thereof a statement to the effect that the Authority shall not be obligated to pay the same or the interest thereon except from the revenues of the project or the portion therof for which they are issued and that neither the faith and credit nor the taxing power of the City or of the State or of any political subdivision thereof is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue bonds under the provisions of this Ordinance shall not directly, indirectly or contingently obligate the City or the State or any political subdivision thereof to levy or to pledge any form of taxation whatever therefore or to make any appropriation for their payment. Section 11. No Liability of Authority Members. Neither the members of the Authority nor any person executing the revenue bonds or notes shall be liable personally on the revenue bonds or notes or be subject to any personal liability or accountability by reason of the issuance thereof. Section 12. Revenues. The Authority is hereby authorized to fix and to collect fees, rents and charges for the services of the Authority in providing the financings or for the use of any project or projects and any part or section thereof as provided by law. The Authority may require that the lessee, 14 owner or operator of any project or part therof shall operate, repair and maintain the project and bear the cost thereof and other costs of the Authority in connection with the project or projects as may be provided in the loan agreement, lease or other contract with the Authority, in addition to other obligations imposed under such agreement or contract. Section 13. Trust Funds. Notwithstanding any other provisions of law to the contrary, all money received pursuant to the provisions of this Ordinance whether as proceeds from the sale of bonds, sale of property, insurance, or condemnation awards, or as revenues, shall be deemed to be trust funds, to be held and applied solely as provided by law. The resolution authorizing the bonds of any issue or trust agreement securing such bonds may provide that any of such moneys be temporarily invested pending the disbursement therof and shall provide that any officer with whom, or any bank or trust company with which, such moneys shall be deposited shall act as trustee of such moneys and shall hold and apply the same for the purposes hereof, subject to such regulations as such resolution or trust agreements may provide. Section 14. Remedies. Any holder of bonds issued by the Authority or of any of the coupons appertaining thereto, and the trustee under any trust agreement, except to the extent the rights herein or by law given, may be restricted by such trust agreement or the resolution authorizing the issuance of such bonds, may, either at law or in equity, by suit, action, mandamus, or other proceeding, protect and enforce any and all rights under the laws of the State or under such trust agreement or resolution authorizing the issuance of such bonds, or under any agreement of lease, loan agreement or other contract executed by the Authority pursuant to this Ordinance, and may enforce and compel the performance of all duties required by law or by such trust agreement or resolution to be petformed, including the fixing, charging and collecting of fees, rents and charges. Holders of bonds or any interests therein shall have no remedy or cause of action against the City. Section 15. Validation. Bonds issued by the Authority, to the extent required by law, or otherwise at the option of the Authority, may be validated in the manner prescribed by Chapter 75, Florida Statutes, as the same may be amended from time to time. Section 16. Administrative Procedures. The Authority may adopt administrative guidelines and procedures in connection with the exercise of its powers hereunder which shall become effective upon approval by the Commission. Such guidelines and procedures shall only be amended by the Authority with the approval of the Commission. Section 17. Commission May Abolish Authority. The Commission shall have the power and authority at any time to abolish the Authority by Ordinance; however, the Authority shall not be abolished until all bonded indebtedness incurred pursuant to this Ordinance has been paid. Section 18. Severability. If any section, sentence, clause or phrase of this Ordinance is held to be invalid or unconstitutional by any court of competent jurisdiction, then the holding shall in no way affect the validity of the remaining portions of this Ordinance. Section 19. Inclusion in Code. It is the intention of the Commission that the provisions of this Ordinance shall become and be made a part of the City of South Miami Code; and that the sections of this Ordinance 16 may be renumbered or relettered and the word "Ordinance" may be changed to "section," "article," or such other appropriate word or phrase in order to accomplish such intentions. Section 20. Effective Date. This Ordinance shall take effect immediately at the time of its PASSED AND ADOPTED this 15th day of August, 1995 ATTEST: MAYOR Ne; 1 Carver (SEAL) READ AND APPROVED AS TO FORM: ~b. Ga-//"'~ CITY ATTORNEY FirstReading: August 1, 1995 Second Reading: August 15, 1995 \;:~ .. £ iV1AYOR YOUNG COt'J!MISSIONER BASS COMi~1ISS!ONER COOPER COMMISS!ONER CUNNiNGHAM 17 YEA~ NAY_~. YEA v NAY YfA --;r-W\Y - YEA=;= NAV= YEA NAY --