NEW ISSUE: BOOK ENTRY ONLY RATINGS: See “RATINGS” herein.

In the opinion of Co-Special Tax Counsel, assuming continuing compliance with certain tax covenants and the accuracy of certain representations of the School Board, under existing statutes, regulations, rulings and court decisions, the portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders will be excludable from gross income for federal income tax purposes. The portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and such interest will not be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. However, no opinion is expressed with respect to the federal income tax consequences of any payments received with respect to the Series 2009A-Tax-Exempt Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder.

In the opinion of Co-Special Tax Counsel the portion of the Basic Lease Payments designated and paid as interest to Series 2009A-BAB Certificate holders will not be excludable from gross income for federal income tax purposes.

See “TAX TREATMENT” herein for a description of certain other federal tax consequences of ownership of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates. Co-Special Tax Counsel are further of the opinion that the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to tax consequences under the laws of the State of Florida of any payments received with respect to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder.

CERTIFICATES OF PARTICIPATION, SERIES 2009AEvidencing Undivided Proportionate Interests of the

Owners Thereof in Basic Lease Payments to be Made byTHE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA,As Lessee, Pursuant to a Master Lease Purchase Agreement

With the Broward School Board Leasing Corp., as Lessor

$20,140,000Certificates of Participation, Series 2009A-Tax-Exempt

[Assured Guaranty - INSURED]

$63,910,000Certificates of Participation, Series 2009A-BAB

(Federally Taxable-Direct Payment-Build America Bonds)Dated: Date of Delivery Due: July 1, as shown on inside cover page

The Certificates of Participation, Series 2009A (the “Series 2009A Certificates”) evidence undivided proportionate interests in Basic Lease Payments (defined herein) to be made by The School Board of Broward County, Florida (the “School Board”), acting as the governing body of the School District of Broward County, Florida (the “District”) pursuant to a Master Lease Purchase Agreement, dated as of July 1, 1990, as amended as of December 20, 2000 (collectively, the “Master Lease”), as supplemented by Schedule 2009A-1 dated as of June 1, 2009 (together with the Master Lease, the “Series 2009A-1 Lease”) and Schedule 2009A-2 dated as of June 1, 2009 (together with the Master Lease, the “Series 2009A-2 Lease” and, collectively with the Series 2009A-1 Lease, the “Series 2009A Leases”). The Series 2009A Leases will be entered into by and between the Broward School Board Leasing Corp., a single-purpose not-for-profit Florida corporation created by the School Board (the “Corporation”), as lessor, and the School Board, as lessee, to provide for the lease purchase financing of certain educational facilities. The Corporation has assigned substantially all of its interest in the Series 2009A Leases to the Trustee. See “THE MASTER LEASE PROGRAM” herein.

The Series 2009A Certificates are expected to be issued in three subseries: (i) certificates on which the portion of the Basic Lease Payments designated and paid as interest will be excludable from gross income for federal income tax purpose (the “Series 2009A-Tax-Exempt Certificates”), (ii) build america bonds as defined in Section 54AA of the Code, and which are “qualified bonds” under subsection(g) of Section 54AA, on which the portion of the Basic Lease Payments designated and paid as interest will be included in gross income for federal income tax purposes and the tax credit is payable to the School Board (the “Series 2009A-BAB Certificates”), and (iii) qualified school construction bonds as defined in Section 54F of the Code (the “Series 2009A-QSCB Certificates”) on which no portion of the Basic Lease Payments will be designated as interest. The Series 2009A-QSCB Certificates are expected to be issued simultaneously and on a parity with the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, are being privately placed and are not being offered pursuant to this Offering Statement. Except to the extent the Series 2009A-QSCB Certificates may affect the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates, the Series 2009A-QSCB Certificates are not described herein. See “PLAN OF FINANCE” herein.

The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be executed and delivered in fully registered form and will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Individual purchases of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates will be made in denominations of $5,000 or any integral multiple thereof. Purchasers of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates will not receive physical delivery of Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates. The interest component of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates and by the Series 2009A-BAB Certificates is payable on January 1 and July 1 of each year, commencing January 1, 2010, and the principal component of such Basic Lease Payments, will be paid by U.S. Bank National Association, Miami, Florida (successor in interest to First Union National Bank of Florida), as Trustee, to Cede & Co., as nominee for DTC and registered owner of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates. Such principal and interest payments will be subsequently disbursed to DTC participants and thereafter, to the beneficial owners of the Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates, all as further described in this Offering Statement. See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND SERIES 2009A-BAB CERTIFICATES--Book-Entry-Only System” herein.

The principal portions of the Basic Lease Payments represented by the Series 2009A-Tax Exempt Certificates and the Series 2009A-BAB Certificates are subject to optional, extraordinary and mandatory sinking fund prepayment prior to maturity as described herein. See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND SERIES 2009A-BAB CERTIFICATES” herein.

THE SCHOOL BOARD IS NOT LEGALLY REQUIRED TO APPROPRIATE MONEYS TO MAKE LEASE PAYMENTS (AS DEFINED HEREIN). LEASE PAYMENTS ARE PAYABLE FROM FUNDS APPROPRIATED BY THE SCHOOL BOARD FOR SUCH PURPOSE FROM CURRENT OR OTHER FUNDS AUTHORIZED BY LAW AND REGULATIONS OF THE STATE OF FLORIDA DEPARTMENT OF EDUCATION. NEITHER THE DISTRICT, THE SCHOOL BOARD, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF IS OBLIGATED TO PAY, EXCEPT FROM SCHOOL BOARD APPROPRIATED FUNDS, ANY SUMS DUE UNDER THE SERIES 2009A LEASES FROM ANY SOURCE OF TAXATION, AND THE FULL FAITH AND CREDIT OF THE DISTRICT, THE SCHOOL BOARD, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS NOT PLEDGED FOR PAYMENT OF SUCH SUMS DUE THEREUNDER. SUCH SUMS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE SCHOOL BOARD, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

The scheduled payment of the principal and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Series 2009A-Tax-Exempt Certificates by Assured Guaranty Corp. See “FINANCIAL GUARANTY INSURANCE” herein. The Series 2009A-BAB Certificates and the Series 2009A-QSCB Certificates are NOT guaranteed under the financial guaranty insurance policy.

SEE THE INSIDE COVER PAGE FOR THE MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS FOR THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES.

This cover page and the inside cover page contain certain information for quick reference only. They are not, and are not intended to be, a summary of this transaction. Investors must read the entire Offering Statement to obtain information essential to the making of an informed investment decision.

The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates are offered when, as and if delivered and received by the Underwriters, subject to an approving legal opinion of Co-Special Tax Counsel, Greenberg Traurig, P.A., Miami, Florida, and KnoxSeaton, Miami, Florida and certain other conditions. Certain legal matters will be passed on for the School Board and the Corporation by their counsel, Edward J. Marko, Esquire, School Board Attorney, and for the Underwriters by their Co-Counsel, Shutts & Bowen LLP, Fort Lauderdale, Florida, and the Law Offices of Steve E. Bullock, P.A., Miramar, Florida. Public Financial Management, Inc., Orlando, Florida, and Fidelity Financial Services, L.C., Hollywood, Florida, are acting as Co-Financial Advisors to the District. It is expected that the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be available for delivery through DTC in New York, New York on or about June 17, 2009.

MERRILL LYNCH & CO. CITI J.P. Morgan

Morgan Stanley Raymond James & Associates, Inc. Rice Financial Products CompanyDated June 5, 2009.

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS

$20,140,000 Serial Series 2009A-Tax-Exempt Certificates

$63,910,000 7.400% Term Series 2009A-BAB Certificates Due July 1, 2034 Yield 7.470%

Initial CUSIP No. 115065VV3* ___________________________ * The District is not responsible for the use of CUSIP Numbers, nor is a representation made as to their

correctness. The CUSIP Numbers are included solely for the convenience of the readers of this Offering Statement.

Due (July 1) Principal Amount Interest Rate Yield Initial CUSIP No.*

2025 $ 6,215,000 5.000% 5.150% 115065VS0 2026 6,550,000 5.125 5.270 115065VT8 2027 7,375,000 5.250 5.370 115065VU5

THE SCHOOL DISTRICT OF BROWARD COUNTY, FLORIDA

Board Members

Maureen S. Dinnen, Chair Jennifer Leonard Gottlieb, Vice Chair

Robin Bartleman Beverly A. Gallagher

Phyllis C. Hope Stephanie Arma Kraft, Esq.

Ann Murray Dr. Robert D. Parks

Benjamin J. Williams _______________________________________

District Officials

Superintendent of Schools James F. Notter

Deputy Superintendent, Facilities and Construction Management

Michael Garretson

Chief Financial Officer I. Benjamin Leong, CPA

Treasurer Henry L. Robinson

Director of Financial Reporting Oleg Gorokhovsky

Director of Capital Budget Omar Shim

School Board Attorney Edward J. Marko, Esq.

_______________________________________

Co-Special Tax Counsel

Greenberg Traurig, P.A. KnoxSeaton Miami, Florida Miami, Florida

Co-Financial Advisors

Public Financial Management, Inc. Fidelity Financial Services, L.C. Orlando, Florida Hollywood, Florida

i

CERTAIN OF THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM THE DISTRICT, THE STATE OF FLORIDA AND OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFERING STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFERING STATEMENT IN ACCORDANCE WITH, AND AS PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFERING STATEMENT NOR ANY SALE MADE HEREUNDER SHALL CREATE, UNDER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT SINCE THE DATE HEREOF. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE SCHOOL BOARD OR ANY UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFERING STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFERING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SERIES 2009A-TAX-EXEMPT CERTIFICATES OR THE SERIES 2009A-BAB CERTIFICATES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE DELIVERY OF THIS OFFERING STATEMENT AT ANY TIME DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFERING STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFERING STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE CAPTIONS AND HEADINGS IN THIS OFFERING STATEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT, OR AFFECT THE MEANING OR CONSTRUCTION, OF ANY PROVISIONS OR SECTIONS IN THIS OFFERING STATEMENT. THE OFFERING OF THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES IS MADE ONLY BY MEANS OF THIS ENTIRE OFFERING STATEMENT. UPON ISSUANCE, THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER INDEPENDENT FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING STATEMENT OR APPROVED THE SERIES 2009A-TAX-EXEMPT CERTIFICATES OR THE SERIES 2009A-BAB CERTIFICATES FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

ii

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENTER INTO OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ASSURED GUARANTY MAKES NO REPRESENTATION REGARDING THE SERIES 2009A-TAX-EXEMPT CERTIFICATES OR THE ADVISABILITY OF INVESTING IN THE SERIES 2009A-TAX-EXEMPT CERTIFICATES. IN ADDITION, ASSURED GUARANTY HAS NOT INDEPENDENTLY VERIFIED, MAKES NO REPRESENTATION REGARDING, AND DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THIS OFFERING STATEMENT OR ANY INFORMATION OR DISCLOSURE CONTAINED HEREIN, OR OMITTED HEREFROM, OTHER THAN WITH RESPECT TO THE ACCURACY OF THE INFORMATION REGARDING ASSURED GUARANTY SUPPLIED BY ASSURED GUARANTY AND PRESENTED UNDER THE HEADING “FINANCIAL GUARANTY INSURANCE” AND “APPENDIX E - SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY”. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFERING STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS.” SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE SCHOOL BOARD DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. THIS OFFERING STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE SCHOOL BOARD OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2009A CERTIFICATES.

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I

TABLE OF CONTENTS

Page No.

INTRODUCTION ........................................................................................................................ 1 General ............................................................................................................................... 1 The School Board and the District ..................................................................................... 3 The Master Lease Program ................................................................................................ 3 The Series 2009A Ground Lease ....................................................................................... 4 The Series 2009A Leases ................................................................................................... 4 The Series 2009A Assignment Agreement ........................................................................ 5 Prior Leases and Additional Leases; Prior Certificates and Additional Certificates ......... 5 Miscellaneous .................................................................................................................... 6

PLAN OF FINANCE ................................................................................................................... 6

THE SCHOOL BOARD AND THE DISTRICT ......................................................................... 7 General ............................................................................................................................... 7 The County......................................................................................................................... 7 Governance of the District ................................................................................................. 8 Administration ................................................................................................................... 9 Statistical Data ................................................................................................................. 11 District Educational Facilities Plan .................................................................................. 12 District Programs ............................................................................................................. 14 Accreditation .................................................................................................................... 14 Honors and Awards.......................................................................................................... 15 Budgetary Process ............................................................................................................ 16 Constitutional Amendments Related to Class Size Reduction and Pre-

Kindergarten Legislation ..................................................................................... 16

THE LESSOR ............................................................................................................................ 18

REVENUE SOURCES OF THE DISTRICT ............................................................................. 19 General ............................................................................................................................. 19 Operating Revenues ......................................................................................................... 19 Revenues for Capital Projects .......................................................................................... 22

RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES ................ 26 Legislative Ad Valorem Tax Reduction Initiative for Cities and Counties ..................... 26 Constitutional Amendments Concerning Ad Valorem Tax Exemptions ......................... 26 Reduction in Local Option Millage Levy ........................................................................ 28

AD VALOREM TAX PROCEDURES ..................................................................................... 30 General ............................................................................................................................. 30 Constitutional Amendments............................................................................................. 30 Property Assessment Procedure ....................................................................................... 31 Millage Rates ................................................................................................................... 32 Historical Millages ........................................................................................................... 33 Truth in Millage Bill ........................................................................................................ 33 Collection of Ad Valorem Taxes ..................................................................................... 34

II

SELECTED FINANCIAL INFORMATION............................................................................. 36 General ............................................................................................................................. 36 Revenues and Expenditures ............................................................................................. 37 Outstanding Debt ............................................................................................................. 41 Florida Retirement System .............................................................................................. 43 Other Post-Employment Benefits .................................................................................... 43

THE SERIES 2009A FACILITIES ............................................................................................ 44 General ............................................................................................................................. 44 Series 2009A-1 Facilities ................................................................................................. 45 Series 2009A-2 Facilities ................................................................................................. 45 Substitution ...................................................................................................................... 46

ESTIMATED SOURCES AND USES OF FUNDS .................................................................. 47

THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES ............................................................................ 47

General ............................................................................................................................. 47 Ownership of Certificates ................................................................................................ 48 Prepayment ...................................................................................................................... 48 Book-Entry-Only System................................................................................................. 51

SECURITY FOR THE SERIES 2009A CERTIFICATES ........................................................ 55 General ............................................................................................................................. 55 Lease Payments ................................................................................................................ 55 Limited Obligation ........................................................................................................... 55 Prior Leases and Additional Leases ................................................................................. 56 Prior Certificates and Additional Certificates .................................................................. 56 Future Certificate Sales .................................................................................................... 57 Non-Appropriation Risk .................................................................................................. 57 Optional Prepayment Price .............................................................................................. 57 No Reserve Account ........................................................................................................ 58

FINANCIAL GUARANTY INSURANCE ............................................................................... 59 The Insurance Policy........................................................................................................ 59 The Insurer ....................................................................................................................... 60

SERIES 2009A CERTIFICATES PAYMENT SCHEDULE .................................................... 64

CERTIFICATE PAYMENT SCHEDULE FOR PRIOR CERTIFICATES, AND SERIES 2009A CERTIFICATES .................................................................................... 67

CERTIFICATE PAYMENT SCHEDULE FOR OUTSTANDING PRIOR CERTIFICATES ........................................................................................................... 68

THE MASTER LEASE PROGRAM ......................................................................................... 70

THE SERIES 2009A LEASES .................................................................................................. 70 Authority .......................................................................................................................... 70 Lease Term ....................................................................................................................... 71 Termination of Lease Term ............................................................................................. 71

III

Effect of Termination for Non-Appropriation or Default ................................................ 71 Lease Payments ................................................................................................................ 73 Lease Covenants .............................................................................................................. 74 Assignment of Series 2009A Leases to Trustee .............................................................. 74 Budget and Appropriation ................................................................................................ 74

RISK FACTORS ........................................................................................................................ 75 Annual Right of the School Board to Terminate Series 2009A Leases ........................... 75 Limitation Upon Disposition; Ability to Sell or Relet ..................................................... 76 No Right of Insured Certificate Holders to Direct Remedies .......................................... 76 Tax Treatment .................................................................................................................. 76 Applicability of Securities Laws ...................................................................................... 77 Capital Outlay Millage Revenues .................................................................................... 77 State Revenues ................................................................................................................. 77 Additional Leases ............................................................................................................. 78 Additional Indebtedness................................................................................................... 78 Constitutional Amendments............................................................................................. 78 Interest Rate Exchange Agreements ................................................................................ 80 Creditworthiness of the Insurer ........................................................................................ 81 Extraordinary Prepayment of Series 2009A-QSCB Certificates ..................................... 82

LITIGATION ............................................................................................................................ 82

RATINGS ............................................................................................................................ 83

TAX TREATMENT ................................................................................................................... 84 The Series 2009A-Tax-Exempt Certificates .................................................................... 84 The Series 2009A-BAB Certificates ................................................................................ 86

CERTAIN LEGAL MATTERS ................................................................................................. 90

UNDERWRITING ..................................................................................................................... 90

CO-FINANCIAL ADVISORS ................................................................................................... 91

BASIC FINANCIAL STATEMENTS ....................................................................................... 92

CONTINUING DISCLOSURE ................................................................................................. 92

BLUE SKY DISCLOSURE ....................................................................................................... 93

MISCELLANEOUS ................................................................................................................... 93 APPENDIX A – General Information Concerning Broward County, Florida APPENDIX B – Basic Financial Statements of The School Board of Broward County, Florida for

the Fiscal Year Ended June 30, 2008 APPENDIX C – Forms of Certain Legal Documents APPENDIX D-1 Form of Opinion of Co-Special Tax Counsel as to the Series 2009A-Tax-Exempt

Certificates APPENDIX D-2 Form of Opinion of Co-Special Tax Counsel as to the Series 2009A-BAB

Certificates APPENDIX E – Specimen Financial Guaranty Insurance Policy APPENDIX F – Form of Continuing Disclosure Certificate

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1

OFFERING STATEMENT relating to

CERTIFICATES OF PARTICIPATION, SERIES 2009A

Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, As Lessee, Pursuant to a Master Lease Purchase Agreement With the Broward School Board Leasing Corp., as Lessor

$20,140,000 $63,910,000

Certificates of Participation, Series 2009A-Tax-Exempt

[Assured Guaranty - INSURED]

Certificates of Participation, Series

2009A-BAB (Federally Taxable-Direct Payment-

Build America Bonds)

INTRODUCTION

General This Offering Statement, including the cover page, the inside cover page and all appendices, is provided to furnish information in connection with the sale and delivery of (i) $20,140,000 Certificates of Participation, Series 2009A-Tax-Exempt Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board Of Broward County, Florida, As Lessee, Pursuant to a Master Lease Purchase Agreement With the Broward School Board Leasing Corp., as Lessor (the “Series 2009A-Tax-Exempt Certificates”), and (ii) $63,910,000 Certificates of Participation Series 2009A-BAB (Federally Taxable-Direct Payment-Build America Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board Of Broward County, Florida, As Lessee, Pursuant to a Master Lease Purchase Agreement With the Broward School Board Leasing Corp., as Lessor (the “Series 2009A-BAB Certificates”). See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES” herein. Simultaneously with the issuance of the Series 2009A-Tax Exempt Certificates and the Series 2009A-BAB Certificates a sale by private placement is expected to be conducted of $49,913,000 Certificates of Participation, Series 2009A-QSCB (Tax Credit-Qualified School Construction Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board Of Broward County, Florida, As Lessee, Pursuant to a Master Lease Purchase Agreement With the Broward School Board Leasing Corp., as Lessor (the “Series 2009A-QSCB Certificates” and, together with the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, the “Series 2009A Certificates”). The Series 2009A-QSCB Certificates, are being privately placed and are not being offered pursuant to this Offering Statement. Except to the extent the Series 2009A-QSCB Certificates may affect the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates, the Series 2009A-QSCB Certificates are not described herein. See “PLAN OF FINANCE” herein.

2

The Series 2009A Certificates are payable from Basic Lease Payments (as defined herein) to be made by The School Board of Broward County, Florida (the “School Board”) under the Master Lease Purchase Agreement, dated as of July 1, 1990, as amended as of December 20, 2000 (collectively, the “Master Lease”), as supplemented by Schedule 2009A-1 dated as of June 1, 2009 (together with the Master Lease, the “Series 2009A-1 Lease”) and by Schedule 2009A-2 dated as of June 1, 2009 (together with the Master Lease, the “Series 2009A-2 Lease,” and collectively with the Series 2009A-1 Lease, the “Series 2009A Leases”). The Series 2009A Leases are entered into by and between the Broward School Board Leasing Corp., a single-purpose not-for-profit Florida corporation created by the School Board (the “Corporation”), as lessor, and the School Board, as lessee, to provide for the lease purchase financing of certain real property, educational facilities, improvements to educational facilities, and equipment as described herein (the “Series 2009A Facilities”) and to pay certain costs of issuance of the Series 2009A Certificates. The Series 2009A Certificates are being executed and delivered pursuant to a Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997 (collectively, the “Master Trust Agreement”) and as amended and supplemented by the Series 2009A Supplemental Trust Agreement dated as of June 1, 2009 (the “Series 2009A Supplemental Trust Agreement” and, together with the Master Trust Agreement, the “Trust Agreement”) between the Corporation and U.S. Bank National Association, Miami, Florida (as successor in interest to First Union National Bank of Florida), as trustee (the “Trustee”). The Corporation has assigned substantially all of its interest in the Series 2009A Leases to the Trustee pursuant to the Series 2009A Assignment Agreement (as defined herein).

The Series 2009A-BAB Certificates have been irrevocably designated by the School Board as “qualified bonds” under subsection (g) of Section 54AA of the Code related to Build America Bonds and the tax credit with respect to the Series 2009A-BAB Certificates will therefore be paid directly to the District. See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES” herein.

The Series 2009A-QSCB Certificates have been designated by the School Board as “qualified school construction bonds” pursuant to Section 54F of the Code and the School Board has received an allocation sufficient for the issuance of the Series 2009A-QSCB Certificates. The Series 2009A-QSCB Certificates are expected to be issued simultaneously with the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, all of which are on a parity with each other; however, the Series 2009A-QSCB Certificates are being privately placed, are not offered pursuant to this Offering Statement and are described herein only to the extent that they may affect the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates. See “PLAN OF FINANCE” herein.

The scheduled payment of the principal and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates when due will be guaranteed under a financial guaranty insurance policy (the “Policy”) to be issued concurrently with the delivery of the Series 2009A-Tax-Exempt Certificates by Assured Guaranty Corp. (the “Insurer” or “Assured Guaranty”). See “FINANCIAL GUARANTY INSURANCE” herein.

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The Series 2009A-BAB Certificates and Series 2009A-QSCB Certificates will NOT be guaranteed under the Policy. The School Board and the District

The School District of Broward County, Florida (the “District”) encompasses all of Broward County, Florida (the “County”) and has the second largest student enrollment in the State of Florida (the “State”) and the sixth largest in the United States. The District is the largest fully accredited school system in the nation. The District is part of the State system of public education and is governed by an elected nine-member School Board. An appointed Superintendent of Schools serves as executive officer of the District. Various federal, state and local sources of revenue are available to the District for its operating and capital needs, as more fully described under “REVENUE SOURCES OF THE DISTRICT” herein. Pursuant to State law, the School Board develops a continuous five-year District Educational Facilities Plan (the “DEFP”) to meet the District’s school facilities needs. The DEFP is adopted by the School Board each year prior to the adoption of its annual capital outlay budget. The most recent annual update of the DEFP was approved by the School Board on August 6, 2008 and provides for a five-year facilities plan totaling approximately $3.0 billion, which is expected to be funded from federal, State and local revenue sources, as well as Certificates of Participation issued pursuant to the District’s master lease program. See “THE SCHOOL BOARD AND THE DISTRICT – District Educational Facilities Plan” herein. The Master Lease Program Pursuant to applicable Florida law, the School Board, as the governing body of the District, entered into the Master Lease for the purpose of lease purchase financing and refinancing from time to time certain real property, educational facilities and equipment (“Facilities”) from the Corporation. The Master Lease provides that Facilities to be leased from time to time are identified on separate schedules (each a “Schedule”) attached to the Master Lease. Upon execution and delivery, each Schedule, together with the provisions of the Master Lease, constitutes a separate lease agreement (individually a “Lease” and collectively the “Leases”). The Series 2009A Leases are two of twenty-six Leases that will be in effect under the Master Lease upon the date of issuance of the Series 2009A Certificates. In addition to the Series 2009A Facilities to be leased by the School Board, the School Board currently leases 75 elementary schools, 21 middle schools, 26 high schools and various other educational facilities pursuant to the Master Lease. See “SECURITY FOR THE SERIES 2009A CERTIFICATES – Prior Leases and Additional Leases” and “– Prior Certificates and Additional Certificates” and “THE MASTER LEASE PROGRAM” herein. Failure to appropriate funds to pay Lease Payments (as defined in the Master Lease) under any Lease will, and an event of default under any Lease may, result in the termination of all Leases, including the Series 2009A Leases. Upon any such termination, any proceeds of the disposition of leased Facilities (other than Facilities that are excluded from surrender under the terms of any additional Leases) will be applied to payment of the related Series of Certificates, to

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the extent and as provided in the Master Trust Agreement, as supplemented and amended by the related Supplemental Trust Agreement, and the related Lease, and as further described herein. Owners of Series 2009A Certificates shall only have an interest in and be entitled to proceeds resulting from the disposition of the Series 2009A-1 Facilities, subject to the rights of the holders of other Certificates in Leases related to Facilities that are included in the Series 2009A-1 Facilities (the “Overlapping Facilities”). See “THE SERIES 2009A FACILITIES” for additional information regarding the Overlapping Facilities. In no event will owners of Series 2009A Certificates have any interest in or right to any proceeds of the disposition of Facilities leased under any Lease other than the Series 2009A-1 Lease. Each purchaser of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates is subject to certain risks and particular attention should be given to the factors described under “RISK FACTORS” herein, which, among others, could affect the market price of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates to an extent that cannot be determined. The Series 2009A Ground Lease The School Board currently holds title to or holds a long term lease on 12 sites upon which the Series 2009A-1 Facilities are or will be constructed (collectively, the “Series 2009A-1 Facility Sites”). Pursuant to the Series 2009A Ground Lease, dated as of June 1, 2009 (the “Series 2009A Ground Lease”) between the School Board and the Corporation, the School Board will lease or sublease to the Corporation the Series 2009A-1 Facility Sites for an initial term commencing on the date of delivery of the Series 2009A Ground Lease and ending on July 1, 2039 subject to Permitted Encumbrances (as defined in the Series 2009A Ground Lease). The initial term of the Series 2009A Ground Lease may be extended at the option of the Corporation for an additional five years and is subject to early termination as provided therein. See “APPENDIX C — Forms of Certain Legal Documents – Form of Series 2009A Ground Lease.” The Series 2009A Leases Pursuant to the applicable provisions of Florida law, including particularly Florida Statutes, Chapters 1001 – 1013, the School Board has, by resolution adopted by the School Board on January 13, 2009, as amended by resolution adopted by the School Board on May 5, 2009, authorized the execution and delivery of the Series 2009A Leases. The Series 2009A Leases will have an initial Lease Term that commences on the date of delivery of the Series 2009A Certificates and ends on June 30, 2009, which Lease Term will be automatically renewable annually on July 1 of each year, through and including June 30 of the following year, commencing July 1, 2009 and ending June 30, 2034 with respect to the Series 2009A-1 Lease relating to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates and June 30, 2029 with respect to the Series 2009A-2 Lease relating to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, unless earlier terminated as described herein. The Series 2009A Facilities being lease purchased by the School Board under the Series 2009A Leases include a replacement of a middle school and various additions, renovations and repairs of elementary schools, high schools, facilities and education centers within the District, all as more particularly described herein. See “THE SERIES 2009A LEASES” and “THE SERIES 2009A FACILITIES” herein.

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The Series 2009A Assignment Agreement Pursuant to the Series 2009A Assignment Agreement dated as of June 1, 2009 (the “Series 2009A Assignment Agreement”), between the Corporation and the Trustee, the Corporation has irrevocably assigned to the Trustee, for the benefit of the owners of the Series 2009A Certificates and any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases, substantially all of its right, title and interest in and to the Series 2009A Ground Lease and the Series 2009A Leases, including the right to receive the Basic Lease Payments and all other amounts due under the Series 2009A Leases, as herein described. See “APPENDIX C – Forms of Certain Legal Documents – Form of Series 2009A Assignment Agreement.” Prior Leases and Additional Leases; Prior Certificates and Additional Certificates

The School Board and the Corporation have previously entered into twenty-four Leases (the “Prior Leases”), as more fully described herein under “SECURITY FOR THE SERIES 2009A CERTIFICATES – Prior Leases and Additional Leases” and “– Prior Certificates and Additional Certificates” and “THE MASTER LEASE PROGRAM.” The School Board and the Corporation may finance and refinance Facilities under Leases, in addition to the Prior Leases and the Series 2009A Leases, in the future. With respect to the Prior Leases, the Corporation has previously authorized and the Trustee has previously executed and delivered various Series of Certificates of Participation which, as of May 1, 2009 were outstanding in the aggregate principal amount of $1,903,178,973 (the “Prior Certificates”). The School Board and the Corporation may also cause Certificates of Participation in addition to the Prior Certificates and the Series 2009A Certificates to be issued in connection with additional Leases. The Prior Certificates, together with the Series 2009A Certificates and any additional Certificates executed and delivered under the Trust Agreement are referred to herein collectively as the “Certificates.” The School Board projects that an additional $989,000,000 of Certificates will be needed to finance the work program described in the DEFP. See “THE SCHOOL BOARD AND THE DISTRICT-District Educational Facilities Plan” for further information. Certain of the Prior Leases relate to certain of the Series 2009A-1 Facilities and the holders of Prior Certificates related to such Prior Leases are entitled to a portion of the proceeds from such Series 2009A-1 Facilities as specified in the Series 2009A-1 Lease. See “THE SERIES 2009A FACILITIES” for further information and “APPENDIX C-Forms of Certain Legal Documents.” The School Board and the Corporation have entered into, and may, in the future, also enter into lease agreements that result in the issuance of certificates of participation upon terms and conditions other than those in the Trust Agreement. The School Board has also entered into various other leases for computers, furniture, buses, other motor vehicles and other equipment that are not leased pursuant to the Master Lease, and for which no certificates of participation were issued under the Trust Agreement. No certificates of participation are currently outstanding under any lease agreement entered into by the School Board and the Corporation, other than the Certificates issued pursuant to the terms of the Trust Agreement and in connection with the

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delivery of the Prior Leases. See “SECURITY FOR THE SERIES 2009A CERTIFICATES – Prior Leases and Additional Leases” herein. Miscellaneous This Offering Statement contains brief descriptions of, among other matters, the School Board, the District, the Corporation, the Series 2009A Facilities, and the Insurer, together with summaries or copies of certain provisions of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, the Series 2009A Leases, the Trust Agreement, the Series 2009A Ground Lease, the Series 2009A Assignment Agreement and the Policy. Such descriptions and summaries do not purport to be comprehensive or definitive. All references herein to such documents are qualified in their entirety by reference to the respective documents for a more complete description of such provisions. Copies of the documents may be obtained upon written request to the Trustee at U.S. Bank National Association, 200 South Biscayne Boulevard, Suite 1870, Miami, FL 33131. Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the legal documents entered into by the School Board or the Corporation in connection with the delivery of the Series 2009A Leases and the issuance of the Series 2009A Certificates. See “APPENDIX C – Forms of Certain Legal Documents.” This Offering Statement speaks only as of its date and the information contained herein is subject to change.

PLAN OF FINANCE The Series 2009A Certificates are being issued for the purpose of (i) financing the acquisition, construction and installation of the Series 2009A Facilities, and (ii) paying Costs of Issuance of the Series 2009A Certificates; provided however, that proceeds of Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates shall be used only for Qualified Purposes and payment of Cost of Issuance of the Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates shall not exceed 2% of the proceeds of the Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates, respectively. The District intends to issue the Series 2009A Certificates in the aggregate amount of $133,963,000 as Series 2009A-Tax-Exempt Certificates, Series 2009A-BAB Certificates and Series 2009A-QSCB Certificates, all of which are being issued on a parity with each other. The scheduled payment of the principal and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, but not any other Series 2009A Certificates, will be guaranteed under a financial guaranty insurance policy to be issued by Assured Guaranty Corp. See “FINANCIAL GUARANTY INSURANCE” herein.

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THE SCHOOL BOARD AND THE DISTRICT General Established in 1915, the District is organized under Section 4, Article IX of the Constitution of the State of Florida and Chapter 1001, Florida Statutes, as amended. The District covers the same geographic area as the County and provides elementary, secondary and vocational educational services to the unincorporated areas of the County and all of the 31 incorporated municipalities within the County, the largest of which is the City of Fort Lauderdale. The District has a student enrollment that is the second largest in the State and the sixth largest in the United States. By virtue of its accreditation by the Southern Association of Colleges and Schools, the District operates the largest fully accredited school system in the nation. For school year 2008-2009, the District has approximately 255,738 students enrolled in grades pre-kindergarten to 12 in 289 schools. Overall, for school year 2008-2009, the District has 138 elementary schools, 42 middle schools, 32 high schools, 7 adult/vocational schools, 11 centers and 60 charter schools. The District is the County’s largest single employer, with more than 36,000 permanent employees (of which approximately 17,500 are teachers). The general fund, the primary operating fund of the District, has an annual operating budget of approximately $2.12 billion for Fiscal Year 2008-2009. Management of the District is independent of the County government and local governments within the County. The District is part of the State system of public education operated under the general direction and control of the State Board of Education. The District is governed by the School Board, which consists of nine elected members. The Superintendent of Schools is appointed by the members of the School Board and serves as the executive officer of the District. The District has taxing authority, as more fully described herein under “REVENUE SOURCES OF THE DISTRICT.” The County Tax Collector collects ad valorem taxes for the District, but exercises no control over the District’s tax receipts. The District is committed to providing each child equal educational opportunities, as reflected in the mission statement adopted by the School Board:

“The School Board of Broward County, Florida is dedicated to meeting the educational needs of all students in a safe learning environment.”

To further its mission, the School Board has adopted specific goals and objectives and regularly evaluates its progress in meeting those goals and objectives. The County Broward County, created in October 1915 by the legislature of the State of Florida, is located on the southeastern coast of Florida, and has an area of approximately 1,197 square miles. It is bordered to the north by Palm Beach County and to the south by Miami-Dade County. The County ranks second in population in the State and fifteenth in the nation, with a 2000 Census population of 1.62 million persons. Broward County’s Planning Services Division estimates the County’s 2008 population to be 1,756,086. The County has a diversified economy

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with a balance among high technology, manufacturing, financial, international and domestic tourism, residential and commercial construction, and retail trade. There were approximately 76,100 business establishments with operations in the County as of September 30, 2008. Although most of these companies are classified as small businesses, there are approximately 100 Fortune 500 companies, or divisions thereof, with operations in the County. For a more detailed description of the County, see “APPENDIX A – General Information Regarding Broward County, Florida.” The information about the County contained herein and in Appendix A has been obtained from the County and is believed to be reliable. No representation is made by the School Board or the Underwriters as to the accuracy or completeness of such information. Governance of the District

The governing body for the District is the School Board, a public body corporate existing under the laws of the State of Florida, particularly Section 1001.40 Florida Statutes. The School Board consists of nine members, two of whom are elected by countywide vote and seven of whom are elected from single member districts, for overlapping four-year terms. The School Board’s duties and powers include the acquisition, maintenance and disposition of school property within the District; the development and adoption of a school program for the District; the establishment, organization and operation of schools, including vocational and evening schools and programs for gifted students, handicapped students and students in residential care facilities; the appointment, compensation, promotion, suspension and dismissal of employees; the establishment of courses of study and the provision of adequate instructional aids; and the establishment of a system to transport students to school or school-related activities. The School Board also has broad financial responsibilities, including the approval of the annual budget, the adoption of the school tax millage levy, and the establishment of a system of accounting and budgetary controls. Accounting reports and the annual budget are required by State regulations to be filed with the State Department of Education. The Chair of the School Board is elected by the members of the School Board annually. The Superintendent of Schools (the “Superintendent”) is the ex officio Secretary of the School Board. The present members of the School Board, their respective offices and the expiration of their terms is as follows: Initial Term Current Commencing Term Expires Name November November Maureen S. Dinnen, Chair 2004 2012 Jennifer Leonard Gottlieb, Vice Chair 2006 2010 Robin Bartleman 2004 2012 Beverly A. Gallagher 2000 2012 Phyllis C. Hope 2006 2010 Stephanie Arma Kraft, Esq. 1998 2010 Ann Murray 2008 2010 Dr. Robert D. Parks 1986 2010 Benjamin J. Williams 2000 2012

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Administration The Chief Executive Officer of the District is the Superintendent, who is appointed by the School Board. The Superintendent’s powers and duties include keeping the records of the School Board, acting as custodian for District property, preparing long-term and annual school programs, directing the work of District personnel, making policy recommendations to the School Board in the areas of child welfare, pupil transportation, school plant and District finance, and performing the additional duties assigned to him by law and the regulations of the State Department of Education. Set forth below are biographical descriptions of the Superintendent and certain other administrative personnel of the District: James F. Notter became Superintendent on August 7, 2007, after serving as Interim Superintendent from November 9, 2006. Prior to that time Mr. Notter was the District’s Deputy Superintendent, Chief of Staff since July of 2003. Mr. Notter has served 33 years in public education, including 23 years in administrative roles and 10 years as a classroom teacher in Western New York. He is in his 23rd year with Broward County Public Schools. Mr. Notter joined the District in 1986 and has progressed through the organization, serving in a variety of capacities before being named the North Central Area Superintendent in July of 1999, Deputy Superintendent in July of 2001 and Chief of Staff in July of 2003. Mr. Notter is a graduate of the University of Buffalo with a BS degree in education and earned a MS degree in administration from Niagara University in Niagara Falls, New York. Mr. Notter completed his postgraduate work at Florida International University and the University of Miami. He is currently enrolled in the doctoral program for Organizational Leadership at Nova Southeastern University in Davie, Florida. Michael Garretson was appointed Deputy Superintendent, Facilities and Construction Management for the District on August 25, 2003. He has extensive experience in planning and development in both the public and private sectors. He has served as Director of Planning for both the County and the City of Jacksonville. He was also Director of the Division of Resource Planning and Management in the Department of Community Affairs. In the private sector he has worked for several large community development companies and was Director of Area Development for the Euro Disney project outside Paris, France. I. Benjamin Leong became the Comptroller of the District in 1998. In July, 2000, the Superintendent assigned to Mr. Leong the duties of chief financial officer and in July, 2004, his title was officially changed to Chief Financial Officer. Mr. Leong joined the District as Director of Management/Facility Audits in April, 1995. Prior to joining the District, Mr. Leong was the Auditor General of the New York City School Construction Authority (SCA). The SCA is a public benefit corporation established by the New York State legislature in 1989 to accelerate and improve the building and renovation of New York City public schools. The SCA is one of the largest school construction agencies in the United States. Prior to serving for the SCA, Mr. Leong was appointed Special Assistant to the Chancellor of New York City public schools. As Special Assistant to the Chancellor for financial affairs, Mr. Leong oversaw a $7.2 billion

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budget, supervised business operations and organized the restructuring of numerous departments within the central administration. He began his accounting career with a “Big Five” accounting firm. He has nineteen years of experience in accounting, auditing and school construction, with clients ranging from Fortune 100 companies to public schools and agencies. Mr. Leong received a Bachelor’s Degree from the University of Miami. He is a certified public accountant in Florida and New York. Henry L. Robinson was appointed Treasurer in March of 1990. Mr. Robinson joined the District in 1981 and, prior to being appointed Treasurer, has served as Budget Analyst, Management Accountant and Cash Manager. Mr. Robinson received a B.A. degree in Accounting from Biscayne College, Miami, Florida in 1977. Prior to his employment with the District, he was employed by the Florida Farmworkers Council as Assistant Director of Finance and Administration. He is a member of the Florida School Finance Officers Association and the Florida Association of School Business Officials. Oleg Gorokhovsky became the Cost Reporting Manager of the District in October 2004. In August 2005, the Superintendent assigned Mr. Gorokhovsky as the Director of Financial Reporting. Prior to his employment with the District, Mr. Gorokhovsky was employed by the Housing Authority of the City of Miami Beach in the capacity of Interim Finance Director. He worked as a Senior Budget & Fiscal Advisor for the City of Miami and as a Fiscal Management Director while employed at the Private Industry Council of Dade County. Mr. Gorokhovsky received a Masters Degree in Accounting from Florida International University. He is a certified public accountant in Florida. Mr. Gorokhovsky is also a member of the American Institute of Certified Public Accountants, the Florida School Finance Officers Association, and the Florida Governmental Finance Officers Association. Omar Shim is the Director of Capital Budget for the District. Mr. Shim began his career in the District in 2000 as a Capital Scheduling and Claims Analyst, then was promoted to Director of Quality Assurance and Assistant to Comptroller in 2003. In 2005 he was appointed as Special Assigned Director of Capital Budget and took over the position permanently in 2006. In that capacity he oversees the District’s capital budget and facilitates the process of developing the District Educational Facilities Plan. Mr. Shim graduated from Florida Atlantic University and is a member of the Government Finance Officers Association (GFOA) and the Florida School Finance Officers Association.

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Statistical Data The following tables present a statistical overview of the District’s school system, including: (1) enrollment trends as compared to other major urban school districts, (2) trends in District personnel by full-time employee classification, (3) enrollment profiles, and (4) data regarding the District's public school facilities.

Comparative Enrollment Trend Largest U.S. School Districts(1)

____________________ Source: The School Board of Broward County Comprehensive Annual Financial Report for the Fiscal Year ended June 30, 2008, citing from National Center for Education Statistics.

(1) Based on the number of students enrolled in grades kindergarten through twelve during the fall with one-half day kindergarten students counted as one-half student.

(2) Most recent Fiscal Year for which information was available to the District at the time of the publication of the School Board of Broward County Comprehensive Annual Financial Report for the Fiscal Year ended June 30, 2008.

Classification of Full-Time Personnel

Fiscal Year

2003-04 Fiscal Year

2004-05 Fiscal Year

2005-06 Fiscal Year

2006-07 Fiscal Year

2007-08

Instructional Staff(1) 16,109 17,199 17,253 17,527 17,178

Teachers Aides 2,873 2,871 2,629 2,605 2,631

Principals & Assistant Principals 635 636 648 677 654 Management & Support Staff(2) 9,546 9,779 9,620 9,794 9,714

Total 29,163 30,485 30,150 30,603 30,177

____________________ Source: The School District of Broward County, Florida. (1) Includes Elementary and Secondary Teachers, Exceptional Student Teachers, Other Teachers,

Guidance/Psychological, Librarians, Other Professional Instructional Staff. (2) Includes Officials, Administrators And Managers (Instructional and Non-Instructional), Supervisors of

Instructional, Technicians, Clerical/Secretarial Staff, Service Workers, Skilled Crafters, Laborers.

Fiscal Year

2002-03 Fiscal Year

2003-04 Fiscal Year

2004-05 Fiscal Year 2005-06(2)

New York, NY 1,077,381 1,023,674 1,023,674 1,014,058 Los Angeles, CA 746,852 747,009 741,367 727,319 Chicago, IL 436,048 434,419 426,812 420,982 Miami-Dade County, FL 373,395 371,785 368,933 362,070 Clark County, NE 256,574 270,529 283,221 294,131 Broward County, FL 267,925 272,835 274,591 271,630 Houston, TX 212,099 211,499 208,945 210,292 Hillsborough County, FL 175,454 181,900 189,469 193,757 Philadelphia, PA 192,683 189,779 187,547 184,560 State of Hawaii 183,829 183,609 183,185 182,818

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Profile of Enrollments

Full-Time Equivalent Students(1)

Fiscal Year

2003-04 Fiscal Year

2004-05 Fiscal Year

2005-06 Fiscal Year

2006-07 Fiscal Year 2007-08

Kindergarten to Grade 3 59,189 59,439 58,223 54,056 53,124 Grades 4-8 75,710 75,787 73,675 70,479 68,887 Grades 9-12 51,958 52,798 53,281 53,058 52,861 ESOL(2) 22,038 20,506 19,408 19,302 18,940 Exceptional Students 39,187 39,708 39,848 39,546 39,262 Vocational Students 6,903 6,887 7,145 6,804 6,213 Adult Students 22,215 20,808 19,458 18,237 19,497

Total 277,200 275,933 271,038 261,482 258,874 ____________________ Source: Cost as a Percent of Revenue (CAPOR) Report, The School District of Broward County, Florida. (1) Enrollments are calculated on a full-time equivalent student basis for adults and for grades kindergarten through

twelve for the regular and summer school terms. A full-time equivalent student is defined as equal to 900 hours of instructional time.

(2) English for Speakers of Other Languages.

School Facilities(1)

Fiscal Year

2003-04 Fiscal Year

2004-05 Fiscal Year

2005-06 Fiscal Year

2006-07 Fiscal Year

2007-08 Fiscal Year

2008-09

Elementary 136 137 138 138 138 138

Middle 39 41 41 41 42 42

High 27 30 31 32 32 32 Others(2) 16 16 16 18 18 18

Total (1) 218 224 226 229 230 230 ____________________ Source: The School District of Broward County, Florida. (1) Excludes charter schools. There are 60 charter schools located within the District during the 2008-2009 school

year. (2) Adult/vocational schools and exceptional centers. District Educational Facilities Plan One of the biggest challenges faced by the District and the School Board is catching up to the years of continued growth of the student population served by District schools. According to the United States Census Bureau, growth in certain cities in the County was among the fastest in the nation in the late 90’s and continued early in this decade. As a result of the District’s focus on new capacity throughout that time, many existing school facilities are in need of upgrade, revitalization and replacement due to age of the facility. In order to address these issues, the School Board requires the development of a continuous five-year District Educational Facilities Plan (“DEFP”). In each year, the DEFP is reviewed and revised as necessary to reflect the District’s long range capital construction program, additions to the capital construction program resulting from student enrollment changes and improvements and additions to school and non-school sites. An annual update of the DEFP provides, upon approval by the School Board, a continuous five-year program. The most recent annual update of the DEFP was approved by the

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School Board on August 6, 2008 and provides for a five-year facilities plan totaling approximately $3.0 billion. See “THE SERIES 2009A FACILITIES” herein. The DEFP is expected to be funded from federal, State and local revenue sources, as well as Certificates of Participation issued pursuant to the District’s master lease program. Due to projected decreases in these revenue sources the capital outlay budget for 2008-2013 is $525 million less than the five year plan that was adopted in August of 2007. Overall, approximately 33% of the cost for the facilities in the current DEFP are expected to be funded with Certificates of Participation. The DEFP projects that an additional $989,000,000 of Certificates will be needed to finance the work program. In light of recent projections of declines in the assessed values of taxable property in Broward County and updates from the Florida Legislature, the DEFP is undergoing a review and update. The new DEFP is not expected to be funded significantly with Certificates of Participation. Overall the new DEFP is projected to be approximately $1.5 billion less than the current five year plan and is expected to reduce the amount of additional Certificates. The DEFP is based on an analysis of the District’s demographics, community participation, area executive staff feedback, School Board member input and departmental requests. In addition, the updated student enrollment projections for the five years, 2009-2010 through 2013-2014, provide a basis for determining capital needs throughout this period. The following table provides historical information relating to student enrollment in the District and projections for such enrollment. The enrollment projections are compared to the 20th day figures for the current 2008-2009 school year.

The School District of Broward County, Florida

Student Enrollment Projections

2008-2009 20th Day

Enrollment

2009-2010 Projected

Enrollment

2009-2010 Increase

(Decrease) to 2008-2009

2013-2014 Projected

Enrollment

2013-2014 Increase

(Decrease) to 2008-2009

Pre-Kindergarten 4,002 4,002(2) 0 4,002(2) 0 Elementary (K-5) 104,363 101,594 (2,769) 99,397 (4,966) Middle 53,843 53,521 (322) 52,932 (911) High 70,240 70,137 (103) 69,897 (343) Centers 4,592 4,592 (2) 0 4,592(2) 0 Charters 18,698 18,698(2) 0 18,698(2) 0

Total(1) 255,738 252,544 (3,194) 249,518 (6,220) ____________________ Source: The School District of Broward County, Florida.

(1) Includes approximately 2,000 pre-kindergarten students who are not part of FTE counts or calculations. (2) The District historically does not provide projected enrollment for pre-kindergarten, center and charter schools.

The current twentieth day enrollment for these programs/schools are carried forward into future year projections, resulting in no enrollment gains or losses.

Enrollment in the District is projected to decrease by 6,220 total pre-kindergarten through twelfth grade students, including those in centers and charter schools by the 2013-2014 school year. Based on current demographic data the District projects that elementary enrollment in

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District owned facilities will decrease over the next five years by 4,966 students, public middle school enrollment will decrease by 911 students and high school enrollment will decrease by 343 students. Enrollment in charter schools was 18,698 in 2008-2009, with twelve additional charter schools anticipated in 2009-2010; however, approved charter school applicants often withdraw or defer opening to the following school year due to facility issues. When new charter schools open, their enrollment is drawn from the traditional public schools. Therefore, the enrollment for charter schools increases while the enrollment at traditional schools decreases. The opening of new charter schools does not affect the District’s total enrollment. The District historically does not provide projected enrollment for charter schools. All projections of the District as to student enrollment are based upon estimates and assumptions made by the District, and although considered reasonable by the District utilizing historical data, are inherently uncertain and subject to significant business, economic and competitive uncertainties and contingencies. The outcome of such factors are difficult to predict and many of such factors are beyond the control of the District. As a result, there can be no assurance that such enrollment rates will occur or be realized as projected. District Programs The District has implemented a wide range of programs that are designed to provide special benefits to students and schools. Among such programs is the College Academy, which offers high school juniors enrolled as full-time students the opportunity to receive a college ready diploma from the School Board as well as an Associates of Arts degree from Broward Community College. Students are also afforded the opportunity to qualify for the State of Florida Bright Futures Scholarship Program. Another program, the Leadership Academy for Middle School students, is a partnership with the Broward Sheriff’s Office to address the needs of sixth and seventh grade at-risk students. The goal of this program is to create a learning environment that not only provides educational value but strict discipline as well. Another program, the Broward Virtual Education, gives students the opportunity to take high school courses via the Internet. Students may select from a variety of classes when they participate in this program, including advanced placement courses. The District has also implemented the Superintendent’s Forum Executive Partnership, which is a program that pairs business leaders and other individuals from the private sector with schools designated by the Superintendent for improvement. The team assigned to each school will work as advocates with the school administration to develop and implement strategic plans that will enhance the educational process and improve the management and operations in such schools. Accreditation All public schools in the District are fully accredited by the State and by the Southern Association of Colleges and Schools (“SACS”). SACS named the District as a “2001-02 Super System for Quality Schools”. The District is the largest, fully accredited school district in the nation.

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Honors and Awards

For the 2007-08 school year the District received an “A” grade from the State Department of Education, a goal accomplished for the second time in three years. The District also received an “A” grade from the State in 2006. More than 58 percent of the public schools in the District earned “A” grades in 2007-08 (99 elementary, 29 middle and 13 high schools), an increase of 18 schools. Overall, 74.4% of District schools earned “A” or “B” grades in 2007/08, compared to 68.6% from the prior school year. From the 2006/07 school year to the 2007/08 school year more than 50 schools improved by at least one letter grade and the number of “C”, “D” and “F” schools decreased by 12.

The District received a $250,000 award for being named a finalist for the 2008 Broad Prize for Urban Education, an annual award that honors urban school districts across the country that make the greatest overall performance improvement in student achievement while reducing achievement gaps among ethnic groups and between high- and low- income students.

The District was recognized by the Council of the Great City Schools (“CGCS”) for student achievement in each of the last seven years. CGCS is a coalition of 66 of the nation's largest urban public school systems. The Council works to promote urban education through legislation, research, media relations, instruction, management, technology, and other special projects designed to improve the quality of urban education.

More than 320 new teachers in the District achieved National Board Certification prior to the start of the 2008/09 school year, increasing the District's total to more than 1,630 certified teachers - the largest single-district total in the nation, according to the National Board for Professional Teaching Standards. The District has led the nation in the largest number of newly certified teachers in each of the last four years. The number of National Board Certified Teachers in Broward County Public Schools has increased by more than 1,350 since 2002.

Five District schools – Atlantic Technical Center, Nova High School, Pompano Beach High School, Stranahan High School and William T. McFatter High School – were named among the Best High Schools 2009 in a recent analysis conducted by U.S. News & World Report in collaboration with School Evaluation Services, a K-12 education, data research and analysis business that provides parents with education data on www.schoolmatters.com. The analysis reviewed academic and enrollment data from more than 21,000 public high schools in 48 states to identify the best across the country. The schools were placed into gold, silver, bronze, or honorable mention categories, with all five of these Broward County Public Schools receiving silver honors, representing the top 3% of high schools in the country.

Nine District high schools were included on Newsweek magazine's list of top high schools in the nation in 2008: Marjory Stoneman Douglas, Nova, Stranahan, Fort Lauderdale, J.P. Taravella, Cypress Bay, Flanagan, Pembroke Pines Charter and Boyd Anderson. The rankings were determined by the number of advanced academic tests given at a school, divided by the number of seniors graduating in May or June.

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Budgetary Process

State law requires the School Board to advertise its intent to adopt a tentative budget, including a capital outlay budget, within 25 days following the Broward County Property Appraiser’s official certification of taxable property, which usually occurs on or about August 1. The School Board holds a public hearing on the tentative budget and the proposed tax rates within five days of its advertisement, and officially adopts the tentative budget and tax rates at the hearing. Thereafter, the Broward County Property Appraiser prepares tax millage notices for property owners within the District. The final budget and tax rate are fixed in September of each year, following a final public hearing and in accordance with statutory timelines. The budget for the Fiscal Year ending June 30, 2009 was adopted at a public hearing held on September 4, 2008.

As part of the budget process, the District is required to provide advance notice of the

purposes for which the District intends to spend budgeted amounts, including those derived from the proceeds of the Local Option Millage Levy, and to adopt a budget which shows the capital outlay expenditures applicable to each project. For information regarding the Local Option Millage Levy see “”REVENUE SOURCES OF THE DISTRICT – Revenues for Capital Projects” herein. The District currently lists in such notice all projects which may begin within the fiscal year which are reasonably anticipated to be funded from proceeds of the estimated Local Option Millage Levy. This listing is provided to allow for public input for all capital outlay projects which are reasonably anticipated to be funded from such proceeds.

The Superintendent of Schools is responsible for preparing the preliminary and tentative

budgets for recommendation to the School Board. Florida law requires the School Board to adopt and maintain a balanced budget, in which anticipated revenues less certain required deductions combined with beginning fund balances equal appropriations. Generally, the final budget is substantially the same as the tentative budget since the School Board’s hiring plans and materials purchases have been determined before the final budget is adopted. Constitutional Amendments Related to Class Size Reduction and Pre-Kindergarten Legislation

In 2002 the voters of the State approved several amendments to the State Constitution that affect the operations of the District.

Class Size Legislation

In the November 5, 2002 general election, the voters of the State approved Amendment 9 to the State Constitution. Amendment 9 requires that the State Legislature provide funding for sufficient classrooms so that class sizes can be reduced to certain constitutional class size maximums by the beginning of the 2010 school year. Senate Bill 0030-A (codified at Section 1013.735, et. seq., Florida Statutes) relating to the implementation of Amendment 9 was passed by the Florida Legislature during the 2003 special legislative session and signed into law on June 9, 2003. Amendment 9, Section 1013.735 et. seq., Florida Statutes, and Section 1003.03, Florida Statutes, relating to the implementation of Amendment 9, collectively, are referred to herein as the “Class Size Legislation.”

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The Class Size Legislation establishes constitutional class size maximums limiting students per class to no more than 18 for pre-kindergarten through 3rd grade, 22 for grades 4 through 8 and 25 for grades 9 through 12. These maximums must be implemented by the beginning of the 2010 school year. School districts that presently exceed these class size maximums are required to reduce the average number of students per class in each of these grade groupings by at least two students each year, beginning with the 2003-04 fiscal year. Based on the October FTE student membership survey for the 2008-09 school year and calculated in accordance with the Class Size Legislation, class size averages for all schools in the District are in compliance with the implementation towards 18 students for pre-kindergarten through 3rd grade, 22 students for grades 4 through 8 and 25 students for grades 9 through 12.

The Class Size Legislation further creates an “Operating Categorical Fund for Class Size Reduction,” the “Classroom for Kids Program,” the “District Effort Recognition Grant Program” and the “Class Size Reduction Lottery Revenue Bond Program” to provide funding programs for capital outlays and operating expenditures necessary to satisfy the mandated class size reductions.

The Class Size Legislation requires each school board to consider implementing various policies and methods to meet these constitutional class sizes, including encouraging dual enrollment courses, encouraging the Florida Virtual School, maximizing instructional staff, reducing construction costs, using joint-use facilities, implementing alternative class scheduling, redrawing attendance zones, implementing evening and multiple sessions and implementing year-round and non-traditional calendars. Failure to reduce class sizes by at least two students each year until the constitutional maximum is met may result in transfer of class size reduction operating funds to fixed capital outlay appropriations, required implementation of year-round schools, double sessions, extended school year or rezoning, implementation of a state-mandated constitutional compliance plan or withholding of various State funds. The District currently has complied with the requirements of the Class Size Legislation at the school average level.

Class size reduction requirements of the Class Size Legislation were required to be calculated at the individual classroom level beginning in the 2008-09 school year. In May 2008, the Florida State Legislature, in House Bill 5083, reached an agreement to delay the class-by-class size reduction for one year and for the 2008-09 school year, keep the current status of calculating class size on a school-wide average for each of the three grade groupings. In 2009 the Florida Legislature passed, and the Governor signed into law, Senate Bill 1676, now Chapter 2009-59, Laws of Florida (“Chapter 2009-59”), which further delays the class by class size reduction to the 2010-2011 school year. It is expected that in 2010-11 and thereafter, class size will be calculated at the individual classroom level.

To ensure that the District will accurately address the period-by-period Class Size Reduction Amendment implementation in 2009-10, the Class Size Reduction Action Committee (“CSRAC”), established by the Superintendent in 2007, continues to meet and refine timelines and processes associated with the District’s classroom space utilization process. The committee is comprised of principals and District administrative staff from Facilities, Budget, Curriculum, and Instructional Staffing. In 2007-08 the CSRAC met and prepared the groundwork for period-by period implementation of Class Size Reduction legislation.

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While the Class Size Legislation suggests that the State Legislature, and not the local school district, is generally responsible for the cost of compliance, it is uncertain what effect implementation might have upon the District or the Board. The Class Size Legislation is largely focused upon funding of capital outlays and facility needs. There can be no assurance that these funds will be sufficient to meet the capital and facility needs of the District required by the Class Size Legislation. Further, there can be no assurance that the District will have funds sufficient to meet the capital and facility needs of the District required by the Class Size Legislation or that compliance therewith will not adversely affect other capital needs and operating costs of the District.

Pre-Kindergarten Legislation

In the November 5, 2002 general election, the voters of the State also approved Amendment 8 to the State Constitution, which provides that every 4-year old child in the State shall be offered a free, high quality pre-kindergarten learning opportunity by the State no later than the 2005 school year. In furtherance thereof, Part V, Chapter 1002, Florida Statutes (referred to herein together with Amendment 8, as the “Pre-Kindergarten Legislation”) created a voluntary universal pre-kindergarten education program for four-year olds. The Pre-Kindergarten Legislation provides the method for calculating the funds allocated to each pre-kindergarten program provider. The District currently has approximately 253 students participating in a school year voluntary pre-kindergarten (VPK) program. In addition, 323 students participated in the District’s summer VPK program.

The State funding currently provided by Part V, Chapter 1002, Florida Statutes is insufficient for the District to provide a major pre-kindergarten program. The District uses the State funding it receives to provide a pre-kindergarten program for the students that can be accommodated by such funding and will use any additional funds received from the State for such purpose to expand its pre-kindergarten program. However, there can be no assurance that the Pre-Kindergarten Legislation and compliance therewith will not adversely affect the District. Further, there can be no assurance that the District will have funds sufficient to meet the capital and facility needs of the District required by the Pre-Kindergarten Legislation or that compliance therewith will not adversely affect other capital needs and operating costs of the District, which could have an adverse impact on the District’s ability to appropriate funds for Lease Payments.

THE LESSOR Broward School Board Leasing Corp. is a Florida not-for-profit corporation formed in June 1989 for the purpose of acting as lessor under leases with the School Board. The sole member of the Corporation is the School Board. Upon dissolution, all of its assets will be distributed to the School Board. The Board of Directors of the Corporation consists of the members of the School Board and its officers are School Board members and employees. There is no litigation pending against the Corporation.

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REVENUE SOURCES OF THE DISTRICT

General The following briefly describes revenues available to the District for operating and capital purposes. For information concerning such matters as financial results of the District, ad valorem tax collections and certain District liabilities, see “AD VALOREM TAX PROCEDURES,” and “SELECTED FINANCIAL INFORMATION” herein and “APPENDIX B – Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.” There have been several constitutional amendments and actions of the Florida Legislature which have limited these revenues, see “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES” herein. Operating Revenues

The District derives its operating income from a variety of federal, State and local sources. The major categories of income sources for the operating funds of the District are briefly described below. State Sources Florida Educational Finance Program. The major portion of State support is distributed under the provisions of the Florida Education Finance Program (FEFP), which was enacted by the State Legislature in 1973. Basic FEFP funds are provided on a weighted full-time equivalent student (“FTE”) basis and through a formula that takes into account: (i) varying program costs; (ii) cost differentials between districts; (iii) differences in per-student costs due to the density of student population; and (iv) the required level of local support. Program cost factors are determined by the State Legislature each year. The amount of FEFP funds disbursed by the State is adjusted four times during each year to reflect changes in FTE and in variables comprising the formula. To participate in FEFP funding, the District must levy a minimum millage for operating purposes, which is set by the State Department of Education. The FEFP revenues received by the District pursuant to the above formula, including the District’s local millage effort, for Fiscal Year 2007-2008 were approximately $1.4 billion and are expected to be approximately $1.3 billion in Fiscal Year 2008-2009. State Categorical Programs. FEFP categorical programs are lump-sum appropriations from the State intended to supplement local school district revenues in order to enhance educational and support services. Among the categorical programs for which the largest appropriations are made are the programs for school bus transportation, instructional materials and class size reduction. Allocations for these categorical appropriations are based on funding formulas and discretionary State Department of Education grants. The majority of funds available therefrom require actual appropriation by the School Board for the purposes for which they were provided.

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Total State categorical aid for the District’s operations were approximately $332.6 million for Fiscal Year 2007-2008 and are projected to be approximately $342.2 million in Fiscal Year 2008-2009. See “THE SCHOOL BOARD AND THE DISTRICT – Constitutional Amendments Related to Class Size Reduction and Pre-Kindergarten Legislation” and “RISK FACTORS – Constitutional Amendments” herein. State Lottery Revenues. A portion of the revenues generated from the State lottery is distributed to each Florida school district as Discretionary Lottery revenue and Florida School Recognition Program revenue. The Florida School Recognition program recognizes schools that have received an “A” or improved at least one letter grade from the previous school year and, under Florida Statutes, is required to be used for nonrecurring bonuses for school faculty and staff, nonrecurring expenditures for educational equipment or materials, for temporary personnel to assist schools in maintaining or improving student performance, or any combination of these. The District received approximately $13.0 million in Discretionary Lottery revenue and approximately $12.7 million in Florida School Recognition revenue in Fiscal Year 2007-2008. The District has budgeted approximately $10.7 million of Discretionary Lottery revenues and approximately $10.8 million in Florida School Recognition revenue for Fiscal Year 2008-2009. Other State Revenues. The District also receives revenue from the State for Workforce Development, Pre-School Projects, Charter School Capital Outlay and other sources. For Fiscal Year 2007-2008, these revenues totaled approximately $105.1 million and are expected to be approximately $79.3 million in Fiscal Year 2008-2009. Local Sources Ad Valorem Taxes. Local revenue for District operating support is derived almost entirely from ad valorem real and tangible personal property taxes. In addition, the District earns interest on cash invested and collects other miscellaneous revenues. The Florida Constitution limits the non-voted millage rate that school boards may levy on an annual basis for operational funds to 10 mills ($10 per $1,000 of taxable real and personal property value). Chapter 1011, Florida Statutes, as amended, further limits the millage levy for operational purposes to an amount established each year by the State appropriations act and finally certified by the Commissioner of the State Department of Education. Within this operational limit, each school district desiring to participate in the State’s allocation of FEFP funds for current operations must levy a non voted millage rate that is determined annually by the State Legislature and certified by the Commissioner of the State Department of Education and is referred to as the “district required local effort”. In addition to the “district required local effort,” school districts are authorized to levy a non-voted current operating “discretionary millage” for operations. Such discretionary millage levy is limited to an amount established annually by the State Legislature. Moreover, the 1994 State Legislature authorized school districts to levy not to exceed .25 mills for operating purposes designed to raise up to but not more than $100 per full time equivalent student. For districts that cannot raise $100 per student from the .25 mills, the State will provide the

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difference. For 2009-10 there is no separate $100 per student discretionary levy; instead it has been included in a larger required local effort levy of .748 mills. Chapter 2009-59, Laws of Florida further authorizes district school boards, by a super majority vote, to levy an additional .25 mills for critical capital outlay needs or for critical operating needs. If levied for operations, districts in which .25 mills generate less than the state average are to be provided the difference in state funds allocated through the FEFP. In order for a school district to continue this levy it must be approved by the voters of such school district in the next general election. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES - Reduction in Local Option Millage Levy,” “AD VALOREM TAX PROCEDURES – Constitutional Amendments” and “RISK FACTORS-Capital Outlay Millage Revenues,” and– “Constitutional Amendments” herein. See also “APPENDIX A – GENERAL INFORMATION CONCERNING BROWARD COUNTY, FLORIDA.” For Fiscal Year 2007-08, the District levied 5.4770 mills for operating purposes under the foregoing provisions and for Fiscal Year 2008-09 the District has levied 5.6670 mills under the foregoing provisions. See “REVENUE SOURCES OF THE DISTRICT - District Revenues for Capital Projects - Local Capital Outlay Sources” herein. Budgeted revenues from ad valorem taxes are based on applying millage levies to 95 percent of the non-exempt assessed valuation of real and personal property within the County. For information relating to the levy of ad valorem taxes, see “AD VALOREM TAX PROCEDURES” herein. The Legislative Office of Economic and Demographic Research of the Florida Legislature projects declines in the assessed value of property subject to taxation by the District beginning in 2009. The District’s preliminary budget for 2009 assumes a decline in assessed property values of 15% from the prior year. These declines in assessed valuation are likely to have a negative impact on revenues of the District from ad valorem taxes, including Capital Outlay Millage Revenues. However, the District projects that, even with the projected declines in assessed property valuations, it will be able to collect Capital Outlay Millage Revenues sufficient to make the Lease Payments related to all Outstanding Certificates, including the Series 2009A Certificates. See “RISK FACTORS-Capital Outlay Millage” herein. Federal Sources

The District receives certain Federal moneys, both directly and through the State, substantially all of which are restricted for specific programs. Direct Federal revenue sources were approximately $2.0 million in Fiscal Year 2007-2008 and are projected to be approximately $1.9 million in Fiscal Year 2008-2009. Federal funds through the State totaled approximately $6.8 million in Fiscal Year 2007-2008 and are projected to be approximately $7.0 million in Fiscal Year 2008-2009. Such funds are not available to make Lease Payments on the Series 2009A Leases.

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Revenues for Capital Projects The District derives its revenues for capital projects from certain State and local sources. The major categories of these revenue sources are briefly described below. State Sources PECO. The primary source of State educational funding contributions for the District’s capital outlay requirements is the Florida Public Education Capital Outlay Program (PECO). The method of allocating funds to the various school districts within the State is provided by State law based upon a statutory formula, a component of which is the number of students in the various districts. The State Commissioner of Education administers PECO and allocates or reallocates funds as authorized by law. PECO funds of approximately $31.0 million were allocated to the District for Fiscal Year 2007-08. Funding in the amount of approximately $16.9 million is budgeted for Fiscal Year 2008-09 based on District needs. CO&DS Funds. The District receives a portion of the revenues generated by the State from the sale and renewal of motor vehicle licenses. The distributed revenues are designated as capital outlay and debt service (“CO&DS”) funds. CO&DS funds can be used by the District to make Lease Payments, but only if the facilities being lease purchased appear on the project priority list approved by the State Board of Education. The District received approximately $1.3 million of CO&DS funds in Fiscal Year 2007-2008 and expects to receive approximately $1.0 million of CO&DS funds in Fiscal Year 2008-2009. State Indebtedness on Behalf of the District

Capital Outlay Bonds. The State of Florida Board of Education Capital Outlay Bonds are serviced entirely by the State using a portion of the District’s share of revenue derived from automobile registrations. The annual sinking fund requirements are determined by the State Board of Administration and amounts necessary to retire bonds and pay interest are withheld from amounts due to the District. Classrooms for Kids Program (Capital Outlay Class Size Reduction). Pursuant to Section 1013.735(1), Florida Statutes, the Florida Department of Education has allocated funding in the State’s General Appropriations Act for capital outlay class size reduction. See “THE SCHOOL BOARD AND THE DISTRICT – Constitutional Amendments Related to Class size Reduction and Pre-Kindergarten Legislation” and “RISK FACTORS – Constitutional Amendments” herein. The funds are to be expended for the construction, renovation, remodeling or repair of educational facilities that are in excess of projects identified in the DEFP adopted prior to March 12, 2003. The funds also may be used for the purchase of relocatable facilities that are in excess of the DEFP adopted prior to March 12, 2003. To participate in the Classrooms for Kids program, the District completed a certificate acknowledging that an Interlocal Agreement required by Section 1013.33, Florida Statutes, had been entered into and that the facilities records within the Florida Inventory of School Houses pursuant to Section 1013.31, Florida Statutes, were current and accurate.

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Local Capital Outlay Sources

The Local Option Millage Levy. In addition to the millage levies for operating purposes, school boards may set an additional non-voted millage known as the “Local Option Millage Levy” for capital outlay and maintenance purposes. This levy may be used for specified capital outlay and maintenance purposes, including new construction and remodeling; site acquisition and site improvement; auxiliary or ancillary facilities; maintenance, renovation, and repair of existing school plants; school bus purchases; and amounts payable pursuant to lease purchase agreements for educational facilities and sites. Proceeds of the Local Option Millage Levy may be used for payments due under lease purchase agreements for educational facilities and sites in an amount not to exceed three-fourths (75%) of the proceeds of the Local Option Millage Levy. Such 75% portion of the proceeds of the Local Option Millage Levy actually levied is referred to herein as the “Capital Outlay Millage Revenues”. The District has assessed a Local Option Millage Levy of 2.0 mills in Fiscal Year 2007-2008 and for each of the past five Fiscal Years and has assessed the maximum amount of the levy (1.75 mills) in Fiscal Year 2008-2009. In its 2008 session, the Florida Legislature reduced the current maximum amount of Local Option Millage Levy from 2.0 mills to 1.75 mills. In the event that the Capital Outlay Millage Revenues available from revenues generated from the 1.75 mill Local Option Millage Levy are insufficient to make payments under a lease-purchase agreement entered into prior to June 30, 2008, an amount equal to the revenue generated from .25 mills of the operating levy may be used to make such lease payments. Chapter 2009-59, Laws of Florida, provides that the Local Option Millage Levy will be further reduced to 1.5 mills. However, Chapter 2009-59 provides that for the 2009-2010 fiscal year the three-fourths limit on the portion of the revenues from the Local Option Millage Levy which may be used to make payments on lease purchase agreements is waived for lease purchase agreements entered into before June 30, 2009 and if the revenue from the 1.5 mills is insufficient to make payments due under a lease purchase agreement entered into prior to June 30, 2009 or to meet other critical District fixed capital outlay needs, the School Board may levy up to an additional .25 mills of Local Option Millage Levy in addition to the 1.5 mills, in lieu of levying an equivalent amount of the discretionary mills for operations. Chapter 2009-59 further authorizes district school boards, by a super majority vote, to levy an additional .25 mills for critical capital outlay needs or for critical operating needs. In order for a school district to continue this critical needs levy it must be approved by the voters of such school district in the next general election. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES - Reduction in Local Option Millage Levy,” “AD VALOREM TAX PROCEDURES – Constitutional Amendments,” and “RISK FACTORS-Capital Outlay Millage Revenues” and– “Constitutional Amendments” herein. See also “APPENDIX A – GENERAL INFORMATION CONCERNING BROWARD COUNTY, FLORIDA.” The Local Option Millage Levy constitutes the primary source of funds to make lease payments in respect of the Series 2009A Certificates. The District is not required to levy any millage for capital outlay purposes in the future. Since the Capital Outlay Millage Revenues

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from the Local Option Millage Levy may be used for, but are not pledged to, the payment of Basic Lease Payments under the Series 2009A Leases, the failure of the District to levy all or a portion of the Local Option Millage Levy would have an adverse effect on available revenues from which the School Board may appropriate funds to make Basic Lease Payments. The Legislative Office of Economic and Demographic Research of the Florida Legislature projects declines in the assessed value of property subject to taxation by the District beginning in 2009. These declines in assessed valuation are likely to have a negative impact on revenues of the District from ad valorem taxes, including Capital Outlay Millage Revenues. However, the District projects that, even with the projected declines in assessed property valuations, it will be able to collect Capital Outlay Millage Revenues sufficient to make the Lease Payments related to all Outstanding Certificates, including the Series 2009A Certificates. The table below sets forth the estimated Local Option Millage Levy that would provide Capital Outlay Millage Revenues sufficient to produce 1.00x coverage of the maximum annual Basic Lease Payment represented by the Prior Certificates and the Series 2009A Certificates (referred to in this table as the “Outstanding Certificates”), assuming a collection rate of 95% of the Local Option Millage Levy.

Anticipated Local Option Millage Levy Required to Cover Combined Maximum Annual Basic Lease Payments

Represented by the Outstanding Certificates

Fiscal Year 2008-09

Net Taxable Assessed Valuation $ 177,477,800,000 (1)

Funds generated from Local Option Millage Levy that are legally available to make Lease Payments assuming a levy of :

1.50 mills 1.75 mills

$ 189,679,399 (2)

$ 221,292,631 (2)

Maximum Combined Annual Lease Payment represented by the Outstanding Certificates $ 155,892,422 (3)

Minimum Millage Required to Produce 1.00x Coverage of Maximum Annual Basic Lease Payments represented by the Outstanding Certificates

.925 mills(2)(3)

Minimum Local Option Millage Levy Required under Applicable Law to Produce 1.00x Coverage of Maximum Annual Basic Lease Payments represented by the Outstanding Certificates 1.23 mills(2)(3)

___________________________

Source: The School District of Broward County, Florida.

(1) 2008 tax year; prior to adjustments on appeals from taxpayers. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES” and “RISK FACTORS-Capital Outlay Millage Revenues”. for information concerning recently adopted constitutional amendments and legislation and other factors that could adversely impact future taxable assessed valuation.

(2) This number calculated using 95% of the net taxable assessed valuation and assumes that the maximum amount of Capital Outlay Millage Revenues is used for Lease Payments. For information regarding factors that could adversely affect Capital Outlay Millage Revenues see “RISK FACTORS-Capital Outlay Millage Revenues”.

(3) Based on a principal amount of $133,963,000 of Series 2009A Certificates consisting of $20,140,000 of Series 2009A-Tax-Exempt Certificates at a true interest cost of 5.33%, $63,910,000 of the Series 2009A-BAB Certificates at a true interest cost of 7.57%, and $49,913,000 of Series 2009A-QSCB Certificates, without interest, and on the assumptions noted in “CERTIFICATE PAYMENT SCHEDULE FOR OUTSTANDING CERTIFICATES” herein.

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Educational Impact Fees. The County has enacted a County-wide educational impact fee program, which imposes educational impact fees on all new residential construction occurring in the County. Revenues generated through educational impact fee levies are deposited into an educational impact fee trust account and must be used solely for the purpose of providing growth-necessitated capital improvements to educational plants and ancillary plants of the District’s school system which have been approved by the School Board in its capital budget consistent with the District’s school plant survey filed with the Florida Department of Education. Such revenues are also available to, but not pledged for, the payment of debt service on obligations of the District (including without limitation, lease purchase obligations), the proceeds of which are used to finance the acquisition and construction of qualifying educational and ancillary plants. The educational impact fees are subject to revision and repeal by the Board of County Commissioners of the County. Further, various bills have been introduced in the Florida Legislature over the past several years that would eliminate the ability of certain governmental entities, including the County or District, to levy impact fees for the construction or remodeling of educational facilities. To date, such bills have not been passed. However, there can be no assurance that future legislation will not be introduced and enacted that restricts, or eliminates, the District’s ability to receive such impact fees. Impact fees may only be used to pay for facilities in the service area where the impact fees were collected.

The following table sets forth the educational impact fee revenues received by the School Board during the last five fiscal years of the District.

The School District of Broward County, Florida

Educational Impact Fee Revenues

Fiscal Year

Revenues

2003-04 $10,473,237

2004-05 10,268,473

2005-06 9,742,046

2006-07 6,855,047

2007-08 2,687,296 ____________________ Source: The School District of Broward County, Florida. There can be no assurance that impact fee revenues will be available to the District in the future, as impact fee rates, as well as their levy, are subject to the discretion of the Board of County Commissioners of the County. In addition, revenue collections will also vary depending on the rate at which the impact fees are imposed, the categories of building on which they are imposed and the rate of building in the County, all of which are outside the control of the School Board. The table set forth above does not, therefore, provide a reliable indication of the amount of revenues the School Board can expect to receive in future years from the levy of educational impact fees.

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General Obligation Debt. In addition to the local option millage levy, qualified electors, by referendum, may vote an additional millage levy for District operation and capital outlay purposes, as prescribed by the Florida constitution and applicable statutes. Qualified electors within the District may authorize the issuance of general obligation bonds to be retired by a millage levy. The District currently has no general obligation bonds outstanding. The District currently has no issuance capacity remaining under its general obligation school bond authorization for new projects. The approval of the majority of the qualified electors voting in a new referendum would be required to issue additional general obligation debt for school construction and renovation. Principal and interest on any authorized and outstanding general obligation bonds would be paid from ad valorem school district taxes levied on all taxable real and personal property within the District, excluding exempt property as required by Florida law. See “SELECTED FINANCIAL INFORMATION – Outstanding Debt” and “AD VALOREM TAX PROCEDURES” herein.

RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES

Legislative Ad Valorem Tax Reduction Initiative for Cities and Counties In 2007 the Florida Legislature adopted a property tax plan that required counties, cities and special districts roll back their millage rates for the 2007-08 fiscal year to a level that, with certain adjustments and exceptions, generated no more than the ad valorem tax revenues generated in fiscal year 2006-07. The plan also limits how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. School districts are not required to comply with the particular provisions of the legislation relating to limitations on increases in future years.

Constitutional Amendments Concerning Ad Valorem Tax Exemptions

January 2008 Amendments

In the January 29, 2008 special election, the voters of Florida approved amendments to the State Constitution that exempt certain portions of a property’s assessed value from taxation, and in certain cases limit increases in assessed value of non-homestead property. The following is a brief summary of certain important provisions contained in such amendments:

1. Provides for an additional $25,000 exemption for the assessed value of homestead property to increase the homestead exemption to $50,000 (for property owners using the standard homestead exemption, thus doubling the existing homestead exemption for property with an assessed value equal to $50,000 or greater) and $75,000 (for property owners eligible to use one of the special homestead exemptions and having property with an assessed value equal to or greater than $75,000). See “AD VALOREM TAX PROCEDURES - General” for a description of the homestead exemption. This exemption does not apply to school district taxes.

2. Permits owners of homestead property to transfer their “Save Our Homes” benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their

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previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their “Save Our Homes” benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. See “AD VALOREM TAX PROCEDURES - General” for a description of the “Save Our Homes” benefit. This exemption applies to all taxes, including school district taxes.

3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. This limitation applies to all taxes, including school district taxes.

4. Limits increases in the assessed value of non-homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10 year period, subject to extension by an affirmative vote of electors. This limitation does not apply to school district taxes.

The amendments are effective for the 2008 tax year (2008-09 fiscal year for local governments). While certain members of the Florida Legislature publicly indicated that they would seek to replace the ad valorem revenues lost by school districts with other revenue sources, the Florida Legislature approved significant budget cuts for education during its last session and approved further budget cuts for Fiscal Year 2008-09 during its recently concluded special session. See “RISK FACTORS – State Revenues” herein.

A lawsuit challenging the constitutionality of at least part of the amendments was filed prior to the referendum approval by the voters. In Bruner v. Hartsfield, filed in the Circuit Court in and for Leon County, Florida in November 2007, new Florida owners (having paid ad valorem taxes for the past four years) filed a class action lawsuit challenging the constitutionality of the Save Our Homes assessment cap and the portability provision. See “AD VALOREM TAX PROCEDURES - General” herein for information relating to the Save Our Homes assessment cap. The lawsuit charges that Save Our Homes constitutes an unlawful residency requirement for tax benefits on substantially similar property, in violation of the State Constitution’s Equal Protection provisions and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The lawsuit alleges that the portability provision simply extends the unconstitutionality of the tax shelters granted to long-term homeowners by Save Our Homes. The plaintiffs request a declaration of the unconstitutionality of both provisions and injunctive action preventing continued application of those provisions. On October 29, 2008, the Circuit Court dismissed the plaintiffs’ complaint with prejudice. The plaintiffs have appealed the decision to the First District Court of Appeals. At the present time it is impossible to predict the plaintiffs’ chances of success in an appeal or the impact to the District’s finances if an appeal is successful.

On October 18, 2007, the same Court, in Lanning v. Pilcher, a case filed by out-of-state

residents challenging the constitutionality of the Save Our Homes assessment cap, rejected the plaintiffs’ arguments that the Save our Homes assessment cap violates either the Commerce

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Clause or the Privileges and Immunities Clause of the United States Constitution or the Equal Protection Clause of either the United States or Florida Constitutions and dismissed the plaintiffs’ allegations with prejudice. The Lanning Court noted that its decision was limited to the plaintiffs’ complaints regarding the Save Our Homes assessment cap. The case is currently on appeal. A lawsuit brought by out-of-state residents (DeLuccio v. Havill) challenging the constitutionality of the Save Our Homes assessment cap and the portability provision was filed with the same Court on May 2, 2008 naming the School Boards of Lake, Manatee, Miami-Dade, and Lee Counties, among other defendants. The allegations and relief requested by the plaintiffs in each of these cases are very similar, except that the portability provision was not challenged in Lanning v. Pilcher since the case was filed prior to the approval of the amendments implementing portability. As noted above, this Court rejected such arguments in Lanning v. Pilcher with similarly situated plaintiffs. On November 4, 2008, the Circuit Court in DeLuccio dismissed the plaintiffs’ complaint with prejudice. The plaintiffs have appealed the decision to the First District Court of Appeals. At the present time, it is also impossible to predict the likelihood of the plaintiffs’ success on appeal in any of these lawsuits or, if successful, the impact of these lawsuits on the District. November 2008 Amendments

In the November 4, 2008 general election, the voters of Florida approved amendments to

the State Constitution providing the Florida Legislature with authority to enact exemptions or special assessment protections for certain types of property subject to ad valorem taxation including exemptions for conservation lands and residential wind damage resistance and renewable energy source improvements, and restrictions on the assessment of working waterfront properties. The Florida Legislature has passed HB 7157 to enact the exemption for conservation lands, and this will become law if it is signed by the Governor.

Proposed Amendments

In the 2009 session the Florida Legislature enacted two bills proposing to amend the State

Constitution. The first bill would provide an additional homestead exemption to members of the military deployed on active duty outside the US during the preceding year equal to the portion of the year that they were so deployed. The second bill would reduce the maximum annual increase in the assessed value of certain nonhomestead properties from 10% to 5% and provide an additional homestead exemption to persons who have not owned a principal residence within the preceding 8 years. In the event that these bills are signed by the Governor and approved by the required percentage of the voters they will take effect January 1, 2011.

Reduction in Local Option Millage Levy

In 2008 the Florida Legislature amended Section 1011.71(2), Florida Statutes, to reduce

the maximum millage rate that school districts may levy for capital outlay and maintenance purposes (referred to in this Offering Statement as the Local Option Millage Levy) from 2.0 mills to 1.75 mills commencing in fiscal year 2008-2009. In conjunction with the 2008 reduction, the Legislature increased the amount of the required local effort millage (used for operations) for school districts in the State by .25 mills, which is expected to result in a net shift

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of the millage (and associated tax revenues) from capital outlay and maintenance purposes to operational purposes. Pursuant to the 2008 legislation, if the revenues generated from the reduced Local Option Millage Levy are insufficient to make payments under a lease-purchase agreement entered into prior to June 30, 2008, an amount equal to the revenue generated from 0.25 mills of the operating levy may be used to make such lease payments.

Chapter 2009-59 amends Section 1011.71(2), Florida Statutes to further reduce the maximum Local Option Millage Levy from 1.75 mills to 1.5 mills, to become effective on July 1, 2009. However, Chapter 2009-59 provides that for the 2009-2010 fiscal year the three fourths limit on the portion of the revenues from the Local Option Millage Levy which may be used to make payments on lease purchase agreements is waived for lease purchase agreements entered into before June 30, 2009 and if the revenue from the 1.5 mills is insufficient to make payments due under a lease purchase agreement entered into prior to June 30, 2009 or to meet other critical District fixed capital outlay needs, the School Board may levy up to an additional .25 mills of Local Option Millage Levy in addition to the 1.5 mills, in lieu of levying an equivalent amount of the discretionary mills for operations. Chapter 2009-59 further authorizes district school boards, by a super majority vote, to levy an additional .25 mills for critical capital outlay needs or for critical operating needs. If levied for operations, districts in which .25 mills generate less than the state average are to be provided the difference in state funds allocated through the FEFP. In order to continue this additional critical needs levy it must be approved by the voters of the District in the next general election.

As further discussed in “REVENUE SOURCES OF THE DISTRICT - Operating Revenues - Local Capital Outlay Sources”, the Local Option Millage Levy constitutes the primary source of funds to make Lease Payments in respect of the Series 2009A Certificates, as well as any other Certificates issued in connection with the Master Lease. Any reduction in the maximum Local Option Millage Levy may therefore directly reduce the amount of funds available to make Lease Payments. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES - Reduction in Local Option Millage Levy,” “AD VALOREM TAX PROCEDURES – Constitutional Amendments” and “RISK FACTORS-Capital Outlay Millage Revenues” and– “Constitutional Amendments” herein. See also “APPENDIX A – GENERAL INFORMATION CONCERNING BROWARD COUNTY, FLORIDA.”

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AD VALOREM TAX PROCEDURES General

The following information is provided in view of the fact that a large portion of the District’s revenues are derived from ad valorem taxation.

Local ad valorem property taxes are levied by the application of the millage rate to the assessed valuation of non-exempt property within the County. Under the laws of the State, the assessment of all taxable real and tangible personal property and the collection of all county, municipal and school district property taxes are consolidated in the office of the County Property Appraiser and County Tax Collector.

The following uses of real property are generally exempt from ad valorem taxation: religious, educational, charitable, scientific, literary and governmental. In addition, there are special exemptions for widows, hospitals, nursing homes, certain disabled persons, homesteads, homes for the aged, disabled veterans, and low-income senior citizens, and there are additional exemptions authorized by the Constitution of the State of Florida which may be enacted by the State of Florida, including an exemption for conservation lands which was approved by the Florida Legislature in the 2009 legislative session and may be signed into law by the Governor.

The “homestead exemption” exempts from taxation the first $25,000 of the assessed valuation of a residence occupied by the owner on a permanent basis as of January 1 of the year of valuation. Agricultural land, noncommercial recreational land, inventory and livestock are assessed at less than 100% of fair market value. Under Florida law, local jurisdictions have the option of granting an additional homestead exemption for low-income senior citizens. The Broward County Board of County Commissioners approved the senior exemption on November 9, 1999, effective November 1, 2001, to provide an additional $25,000 homestead exemption for a residence occupied by a qualifying senior citizen on a permanent basis as of January 1 of the year of valuation.

Constitutional Amendments

By voter referendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967 = 100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon termination of homestead status, such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions, reductions or improvements to homestead shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. Because of the offsetting impact of new residential

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construction within the County on assessed just value of homestead property, the amount of the adverse impact of such amendment on the collection of ad valorem taxes, if any, cannot be accurately ascertained.

In the November 7, 2006 general election, the voters of Florida approved amendments to the State Constitution which provide for an increase in the homestead exemption to $50,000 from $25,000 for certain low-income seniors, effective January 1, 2007, and provide a discount from the amount of ad valorem taxes for certain permanently disabled veterans, effective December 7, 2006. Such amendments have not produced any significant negative impact on the District’s collection of ad valorem taxes. The extent to which these amendments may negatively impact the ad valorem tax collections of the District in future years is not currently known.

In the January 29, 2008 special election, the voters of Florida approved amendments to the State Constitution that exempt certain portions of a property’s assessed value from taxation, and in certain cases limit increases in assessed value of non-homestead property. Such amendments became effective for the 2008 tax year (2008-09 fiscal year for school districts). In the November 4, 2008 general election, the voters of Florida approved additional constitutional amendments that provide the Legislature with authority to enact additional exemptions from ad valorem taxation and limits on assessment of certain types of property. In the 2009 legislative session the Florida legislature enacted bills proposing amendments to the Constitution of the State to allow additional homestead exemptions and to further limit the maximum increase on the assessed valuation of certain non-homestead property from 10% to 5%. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES” and “RISK FACTORS – Constitutional Amendments.”

Property Assessment Procedure

The laws of the State require that all taxable real and tangible personal property must be assessed at fair market value, with some exceptions. Real and personal property valuations are determined each year as of January 1 by the County Property Appraiser’s Office. The County Property Appraiser submits the tax roll to the Florida Department of Revenue for review and determination of, among other things, whether the tax roll meets the requirements of State law regarding just valuation. Each taxpayer is given notice by mail of the proposed property taxes and the assessed property value for the current year, and the dates, times and places at which budget hearings are scheduled to be held.

The property owner has the right to file an appeal of the determination of assessed value with the Property Appraisal Adjustment Board (the “Adjustment Board”), which considers petitions relating to assessments and exemptions. The Adjustment Board is composed of members of the School Board and the Board of County Commissioners. The decision of the Adjustment Board may be appealed to the Circuit Court. The Adjustment Board certifies the assessment roll upon completion of the hearing of appeals to it. Millage rates are then computed by the various taxing authorities and certified to the County Property Appraiser, who applies the millage rates to the assessment roll. This procedure creates the tax roll, which is then certified and turned over to the County Tax Collector.

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The following table reflects the assessed value of the County’s taxable property during the last ten fiscal years in thousands.

Broward County, Florida Net Assessed Value of Taxable Property

Last Ten Fiscal Years (in thousands) Assessed Value(1) Exemptions(2)

Fiscal Year Ended June 30

Real Property

Personal Property

Real Property

Personal Property

Net Assessed Value

1999 $ 75,672,971 $ 6,935,312 $ 16,936,557 $ 84,963 $ 65,586,763 2000 80,858,651 7,197,587 17,653,747 108,398 70,294,093 2001 87,894,629 7,600,786 19,503,027 110,171 75,882,217 2002 96,746,510 7,361,194 22,132,853 107,046 81,867,806 2003 113,848,917 7,680,054 29,375,911 108,446 92,044,614 2004 133,033,884 7,904,298 36,863,946 97,406 103,976,830 2005 152,761,535 7,736,460 44,300,477 107,407 116,090,111 2006 182,205,008 7,858,592 56,377,574 113,389 133,572,637 2007 228,312,740 8,133,702 77,337,384 83,781 159,025,277 2008 255,456,494 7,983,385 86,564,782 104,821 176,770,276

____________________________

Source: The School Board of Broward County, Florida Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2008, citing Broward County Property Appraiser.

(1) The basis of assessed value is approximately 100% of actual value. Assessed values are projected to decline. See “RISK FACTORS-Capital Outlay Millage Revenues” herein.

(2) Exemptions allowed by Florida Statutes, Chapter 196.

Millage Rates

The County assesses and collects all ad valorem taxes within the County. While only one tax bill per property owner emanates from the County, the bill represents ad valorem taxes levied by the County, the District and other taxing authorities. The Florida Constitution limits the aggregate of ad valorem taxes that may be levied on real and personal property. The limitation, except as noted in subsequent paragraphs, is ten mills each for all County and municipal purposes.

The Florida Constitution also limits to ten mills the millage rate that may be levied by school districts for operational funds. However, there is a practical restriction on this limit, imposed by Section 1011.71, Florida Statutes. This statute requires that participation by a school district in the State allocation of school funds be conditioned upon the levy of lower millage rates than those prescribed by law, which includes certain discretionary components. The millage limitation is not applicable to taxes levied for the payment of bonds approved by the voters or bond issues to refund such bonds at a lower net average interest rate. Further, the millage limitation does not apply to taxes established by the voters for special tax district purposes. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES – Constitutional Amendments Concerning Ad Valorem Tax Exemption” and “RISK FACTORS – Constitutional Amendments” for discussion of the constitutional amendment to the millage limitation described above.

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Each respective millage rate, except as limited by law, is set on the basis of estimates of revenue needs and the total taxable property valuations within the taxing authority’s respective jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In setting millage rates, the District is required by State law to assume a 95% tax collection rate.

Historical Millages

The following table contains historical and current millage levels for the District:

The School District of Broward County, Florida Tax Millage Rates

_____________________________

Source: The School District of Broward County, Florida.

Pursuant to Article VII of the Constitution of the State of Florida, the District may not levy ad valorem taxes, exclusive of voted taxes levied for the payment of bonds, in excess of 10 mills. The District has levied 7.4170 nonvoted mills for Fiscal Year ending June 30, 2009.

Truth in Millage Bill

The 1980 Florida Legislature enacted the Truth in Millage Bill (the “Trim Bill”) requiring that only legislative bodies, including school districts, fix the millage rate, and requiring that all property be assessed at 100% of just value. The Trim Bill prohibits the millage for taxing authorities from being set by referendum. The following table sets forth the tax rates in dollars per $1,000 of taxable valuation for the County for the fiscal years 1999 through 2008.

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2004-05 2005-06 2006-07 2007-08 2008-09 General Fund: Required Local Effort 5.3790 5.1160 4.9920 4.8150 5.0190 Discretionary 0.6350 0.7250 0.6870 0.6620 0.6480 Sub Total 6.0140 5.8410 5.6790 5.4770 5.6670 Debt Service 0.2555 0.2213 0.1897 0.1714 0.0000 Capital Improvement 2.0000 2.0000 2.0000 2.0000 1.7500 Total 8.2695 8.0623 7.8687 7.6484 7.4170

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Property Tax Rates Direct and Overlapping Governments

For Last Ten Fiscal Years

Fiscal Year Ended September 30 County Schools Special Taxing Districts(1) Total

1999 7.5710 9.7256 .6970 17.9936 2000 7.5710 9.1283 .6970 17.3963 2001 7.5250 8.9553 .6970 17.1773 2002 7.4005 8.7541 .6970 16.8516 2003 7.3650 8.8825 .6970 16.9445 2004 7.1880 8.4176 .6970 16.3026 2005 7.0230 8.2695 .6970 15.9895 2006 6.7830 8.0623 .6970 15.5423 2007 6.0660 7.8687 .6970 14.6317 2008 5.2868 7.6484 .6240 13.5592

______________________ Source: School Board of Broward County, Florida 2008 Comprehensive Annual Financial Report Fiscal Year Ended June 30,

2008, citing Broward County Property Appraiser. (1) Includes South Florida Water Management and Florida Inland Navigation Districts.

Collection of Ad Valorem Taxes

All taxes are due and payable on November 1 of each year or as soon thereafter as the tax roll is certified and delivered to the County Tax Collector. A notice is mailed to each property owner on the tax roll for the taxes levied by the County, the District and other taxing authorities. Taxes may be paid upon receipt of such notice with discounts at the rate of 4% if paid in the month of November; 3% if paid in the month of December; 2% if paid in the month of January; and 1% if paid in the month of February. Taxes on real and personal property become delinquent on April 1 of the year following the year in which they are levied. All taxes collected are remitted by the County Tax Collector to the governmental unit levying the taxes.

Delinquent real property taxes bear interest at the rate of 1.5% per month from April 1, or within sixty (60) days after the mailing of the original tax notice of the final tax rate, whichever is later, until a certificate is sold at auction, from which time the interest rate will be as bid by the buyer of the tax certificate. Delinquent tangible personal property taxes also bear interest at a rate of 1.5% per month from April 1 until paid. Tax certificates for delinquent personal property taxes must be advertised within 45 days after delinquency, and after May 1 the property is subject to warrant, levy, seizure, and sale.

State law provides that tax liens are superior to all other liens, except prior United States Internal Revenue Service liens. The Tax Collector advertises once each week for four consecutive weeks and sells tax certificates to the lowest bidder, based on the interest rate bid, commencing on or before June 1 for unpaid tax bills. Tax certificates not sold at auction convert to County ownership.

If the owner of real property subject to a tax certificate does not redeem the certificate within two years, the holder of the certificate is entitled to apply for a tax deed of sale and the

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highest bidder at such sale receives a tax deed for the property subject to the tax certificate. To redeem a tax certificate, the owner of the property must pay all delinquent taxes, the interest that accrued prior to the date of the sale of the tax certificate, charges incurred in connection with the sale of the tax certificate, omitted taxes, if any, and interest at the rate bid on the tax certificate from the date of the sale of the tax certificate to the date of redemption. The interest rate on a tax certificate is a minimum of five percent, unless the interest bid on the certificate is a lower rate.

The face value of all tax certificates, including taxes owed the District, which converted to County ownership following the auction of such certificates during each of the last five years is as follows:

____________________ Source: Broward County Tax Collector. * Information for 2008 was not available as of the date of this document. All District taxes are collected for the District by the County Tax Collector. The County Tax Collector is required to distribute taxes collected to each taxing authority at least four times during the first two months after the tax roll comes into its possession and once per month thereafter, unless the County and the taxing authority agree to a different schedule. Moneys representing debt service millage are credited to the District’s debt service funds. Moneys representing capital millage are credited to accounts within the District’s Capital Projects Fund. The table below sets forth ad valorem tax levies and tax collections for the periods shown. As noted above under “REVENUE SOURCES OF THE DISTRICT,” historical collections may not be indicative of future ad valorem tax collections.

The School District of Broward County, Florida Property Tax Levies and Collections

(In Thousands) Fiscal Year

Ended June 30

Total Tax Levy

Less Adjustments

Deductions(1) Discounts(2) Net

Tax Levy

Total Tax Collections

Through June 30

Percent of Total Tax

Collections To Net Tax Levy

2004 $ 875,236 $16,150 $29,688 $ 829,398 $ 822,321 99.15% 2005 960,007 12,964 32,614 914,429 909,490 99.46 2006 1,076,903 8,137 36,051 1,032,715 1,025,439 99.30 2007 1,251,323 6,739 40,646 1,203,938 1,194,144 99.19 2008 1,352,010 9,019 42,928 1,300,063 1,289,033 99.15

__________________________________

Source: The School District of Broward County, Florida. (1) Deductions reflecting adjustments by Value Adjustment Board. (2) Reflects discounts for early payment.

Face Value of Certificates Initially Tax Sale Year* Held by County on June 1

2003 $ 301,695 2004 1,204,621 2005 648,868 2006 426,239 2007 883,709

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SELECTED FINANCIAL INFORMATION Following is selected financial information regarding the District. For more detailed financial information concerning the District, see “APPENDIX B -- Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.” General The Association of School Business Officials International has awarded the District a Certificate of Excellence in Financial Reporting for the past twenty-five consecutive years and, for the last twelve consecutive years, the District has received a Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officer’s Association of the United States and Canada. Both awards are given to recognize the high quality of financial reporting undertaken by the District. The financial and accounting procedures of the District are designed to conform to generally accepted accounting principles applied to governmental units. The District’s accounting system is organized on the basis of funds. Resources are allocated to and accounted for in individual funds based on the purpose for which they are to be spent and the means by which spending activities are controlled. The accounts for the governmental and agency fund types are maintained on a modified accrual basis of accounting, whereby revenues are recognized when they become available and measurable and expenditures are recorded in the accounting period in which the liability is incurred, if measurable, except unmatured interest on general long term debt, which is recognized when the interest is due. The internal service funds are maintained on the accrual basis of accounting, whereby revenues are recognized when earned and expenses are recognized when incurred. The District’s governmental funds are used to account for the programs and activities of the governmental functions of the District. The General Fund serves as the primary operating fund of the District. Local ad valorem taxes, FEFP and selected State categorical programs constitute the primary resources of the General Fund. The Special Revenue Funds of the District are used to account for the proceeds of specific revenue sources (other than major capital projects) that are legally restricted or committed to expenditures for specific purposes. Major sources of revenue for these funds are Federal grants and food sales. The Debt Service Funds of the District are used to account for the payment of interest and principal on general long-term debt. Major sources of revenue for these funds include the voter-approved millage levy, non-voted special millage levy and the State Board of Education revenue. Capital Project Funds of the District are used to account for financial resources to be used for the acquisition or construction of major capital facilities and equipment. Major sources of revenue for these funds are local ad valorem taxes, PECO distributions and State Classrooms First program distributions and State Classrooms for Kids program distributions. See “REVENUE SOURCES OF THE DISTRICT” for a description of the revenues available to the District for operating and capital needs.

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Revenues and Expenditures The following table shows revenues, expenditures and changes in fund balances for all governmental fund types, on a combined and condensed basis, for the past five Fiscal Years.

The School District of Broward County, Florida Combined-Condensed Schedule of Revenues, Expenditures and Changes in Fund Balances

All Governmental Fund Types (In Thousands)

For the Fiscal Years Ended June 30

2004 2005 2006 2007 2008REVENUES: Local Sources: Ad valorem taxes $ 832,371 $ 914,028 $ 1,028,902 $1,197,247 $ 1,293,158 Food sales 23,596 24,551 24,563 29,663 29,461 Interest income and other 69,155 86,307 105,386 33,350 119,777 Total Local Sources 925,122 1,024,886 1158,851 1,360,260 1,442,396 State Sources: Florida education finance program 808,127 768,967 730,797 679,652 616,014 Discretionary lottery funds 13,903 15,818 13,656 10,833 13,012 Public education capital outlay 26,045 -- 31,662 19,626 42,761 Classrooms for kids 43,227 8,688 4,386 -- 62,957 Other 186,593 221,142 274,891 342,176 397,823 Total State Sources 1,077,895 1,014,615 1,055,392 1,052,287 1,132,567 Federal Sources: Food service 44,051 45,885 42,638 45,381 51,096 Other 162,719 183,564 200,218 188,273 185,369 Total Federal Sources 206,770 229,449 242,856 233,654 236,465 Total Revenues 2,209,787 2,268,950 2,457,099 2,646,201 2,811,428 EXPENDITURES: Current Operating: Total Instructional Services 1,121,289 1,223,377 1,284,930 1,364,798 1,427,580 Instructional support services 220,155 217,428 237,445 249,491 254,565 Pupil transportation services 66,883 78,026 80,005 83,450 89,126 Operation and maintenance 198,368 216,215 225,552 242,697 247,274 School administration 111,408 116,383 118,487 127,287 130,432 General administration 86,327 104,260 98,451 124,842 116,385 Food services 81,949 86,447 84,848 83,855 87,492 Total current operating 1,886,379 2,042,136 2,129,718 2,276,510 2,352,854 Debt Service: Principal retirement 62,406 72,280 97,361 102,083 106,839 Interest charges and other 52,736 61,142 71,273 96,128 107,318 Total debt service 115,142 133,422 168,634 198,211 214,157 Capital outlay 323,247 371,092 466,848 485,903 460,678 Total Expenditures 2,324,768 2,546,650 2,765,200 2,960,624 3,027,689 Excess (Deficiency) of Revenues Over (Under) Expenditures

$ (114,981)

$ (277,700)

$ (308,101)

$ (314,423)

$ (216,261)

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For the Fiscal Years Ended June 30

2004 2005 2006 2007 2008

OTHER FINANCING SOURCES Proceeds from capital leases $ 8,284 $ 3,600 $ 81,355 $ -- $10,896 Proceeds of bonds sold 10,391 -- 460 40,757 4,875 Premium (discount) on long-term debt -- -- -- -- 4,627 Proceeds from sale of fixed assets and 4,627 2,487 257 217 386 Proceeds of Certificates of Participation 383,887 253,838 273,845 286,320 270,560 Payments to refund Bond escrow accounts (140,725) -- -- (41,396) -- Operating transfers in 130,091 140,951 167,598 230,279 260,734 Operating transfers out (121,946) (140,951) (167,598) (230,279) (260,734) Loss recoveries 388 201 2,750 2,928 200 Total Other Financing Sources 274,997 260,126 58,667 288,826 291,544

Excess (Deficiency) of Revenues and Other Financing Sources Over (Under) Expenditures and Other Financing Uses

160,016

(17,574)

50,566

(25,597) 75,283

Fund Balances, Beginning of Year 841,577 1,002,119(1) 984,545 1,035,111 1,009,514 Fund Balances, End of Year $1,001,593 $ 984,545 $ 1,035,111 $1,009,514 $ 1,084,797

______________________________ Source: The School District of Broward County, Florida.

(1) In Fiscal Year 2005, the District re-evaluated one of its agency funds according to its nature as defined by GASB 34. As a result, the District reclassified the fund to Special Revenue funds resulting in a net increase to beginning fund balance of $0.5 million.

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The following table shows revenues, expenditures and changes in fund balances for the General Fund for the past five Fiscal Years.

The School District of Broward County, Florida Statements of Revenues, Expenditures and Changes in Fund Balance - General Fund

(In Thousands) For the Fiscal Years Ended June 30

2004 2005 2006 2007 2008REVENUES: Local Sources: Ad valorem taxes $ 605,619 $ 664,732 $ 745,440 $ 864,254 $ 926,121 Interest income and other 47,913 51,726 60,013 65,137 81,015 Total Local Sources 653,532 716,458 805,453 929,391 1,007,136 State Sources: Florida education finance program 808,127 768,967 730,797 679,652 616,014 Other 163,998 223,412 273,907 336,644 383,012 Total State Sources 972,125 992,379 1,004,704 1,016,296 999,026 Federal Sources: Other 8,722 7,191 18,817 7,458 8,910 Total Federal Sources 8,722 7,191 18,817 7,458 8,910 Total Revenues 1,634,379 1,716,028 1,828,974 1,953,145 2,015,072 EXPENDITURES: Instructional Services 1,024,729 1,110,635 1,171,192 1,260,988 1,308,781 Instructional support services 179,924 173,731 193,136 202,951 200,268 Pupil transportation services 64,879 74,549 78,336 81,672 87,513 Operation and maintenance 197,895 215,692 224,978 242,153 246,744 School administration 110,232 115,240 117,512 126,133 130,152 General administration 79,681 96,251 90,822 119,494 115,169 Capital outlay& Debt Service 1,395 1,731 1,189 4,188 4,958 Total Expenditures 1,658,735 1,787,829 1,877,165 2,037,579 2,093,585 Excess (Deficiency) of Revenues Over (Under) Expenditures (24,356) (71,801) (48,191)

(84,434) (78,513)

OTHER FINANCING SOURCES Capital lease -- 3,600 5,540 -- -- Operating transfers in 57,981 45,894 41,004 72,661 99,303 Operating transfers out (197) (3,040) (925) (6,175) (3,759) Total Other Financing Sources 57,784 46,454 45,619 66,486 95,544 Excess (Deficiency) of Revenues and Other Sources Over (Under) Expenditures and Other Uses

33,428

(25,347) (2,572)

(17,948)

17,031

Fund Balances, Beginning of Year 111,307 144,735 119,388 116,816 98,868Fund Balances, End of Year $ 144,735 $ 119,388 $ 116,816 $ 98,868 $ 115,899 ___________________ Source: The School District of Broward County, Florida.

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The following table shows revenues, expenditures and changes in fund balances for the Capital Projects Fund for the past five Fiscal Years.

The School District of Broward County, Florida Statement of Revenues, Expenditures and Changes in Fund Balance - Capital Projects Fund

(In Thousands) For the Fiscal Years Ended June 30

2004 2005 2006 2007 2008REVENUES: Local Sources: Ad valorem taxes $ 197,694 $ 221,029 $ 255,196 $ 304,126 $ 338,057 Interest income and other 18,141 30,080 41,857 58,629 32,837 Total Local Sources 215,835 251,109 297,053 362,755 370,894 State Sources: Public education capital outlay 26,045 -- 31,662 19,626 42,761 Classrooms for Kids 43,227 8,688 4,386 -- 62,957 Other 24,683 1,779 2,812 4,778 12,813 Total State Sources 93,955 10,467 38,860 24,404 118,531Federal Sources: Grants and Other -- -- 6,965 18,456 2,825 Total Federal Sources -- -- 6,965 18,456 2,825 Total Revenues 309,790 261,576 342,878 405,616 492,250 EXPENDITURES: Capital outlay and other 318,950 366,220 463,689 483,704 459,143 Debt Service - interest and fiscal charges 1,600 2,527 2,749 2,561 5,088 Total Expenditures 320,550 368,747 466,438 486,265 464,231 Excess (Deficiency) of Revenues Over (Under) Expenditures (10,760)

(107,171)

(123,560)

(80,650)

28,019

OTHER FINANCING SOURCES (USES): Proceeds of other long term obligations 9,697 -- 458 -- 4,875 Proceeds from sale of fixed assets and

land 4,627 2,487 257 217 386

Proceeds of Certificates of Participation 226,273 253,838 273,847 272,625 270,560 Premium on long term debt issued -- -- -- 13,695 4,627 Proceeds of Capital Leases 8,284 -- 75,815 -- 10,896 Other loss recoveries 388 201 -- 2,928 200 Operating transfers in 177 3,000 2,750 4,500 3,500 Operating transfers out (111,913) (137,017) (165,669) (223,427) (256,078) Total Other Financing 137,533 122,509 187,458 70,538 38,966Excess (Deficiency) of Revenues and Other Financing Sources Over (Under) Expenditures and Other Financing Uses 126,773

15,338

63,898

(10,112)

66,985 Fund Balances, Beginning of Year 684,219 810,992 826,330 890,228 880,116Fund Balances, End of Year $ 810,992 $ 826,330 $ 890,228 $ 880,116 $ 947,101

_____________________________

Source: The School District of Broward County, Florida.

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Outstanding Debt Set forth below is selected information regarding outstanding debt of the District. For more detailed financial information concerning the District, see “APPENDIX B – Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.”

The School District of Broward County, Florida Direct and Overlapping General Obligation Debt

June 30, 2008 (in thousands)

Direct Debt Certificates of Participation $1,903,179 Special Obligation Bonds(1) 77,545

Total Direct Debt $1,980,724

Overlapping Debt(2) Broward County(3) $ 535,920

Total Direct and Overlapping General Obligation Debt $2,516,644 ____________________

Source: The School Board of Broward County, Florida Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2008.

(1) Special obligation debt is payable from motor vehicle and gross receipts taxes. (2) Overlapping debt includes only general obligation debt secured by ad valorem taxes as of September 30, 2007. (3) Because the County and the District coincide, the percentage of overlap is 100%.

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The School District of Broward County, Florida

Other Obligations Outstanding June 30, 2008(1)

Description Principal Amount

Outstanding Bonds Payable: Capital Outlay Bond Issues: (2)

State Board of Education, Capital Outlay Bonds, Series 1999-A $3,175,000 State Board of Education, Capital Outlay Bonds, Series 2000-A 30,000 State Board of Education, Capital Outlay Bonds, Series 2001-A 1,810,000 State Board of Education, Capital Outlay Bonds, Series 2002-A 7,645,000 State Board of Education, Capital Outlay Bonds, Series 2002-B 16,850,000 State Board of Education, Capital Outlay Bonds, Series 2003-A 8,330,000 State Board of Education, Capital Outlay Bonds, Series 2005-A 30,495,000 State Board of Education, Capital Outlay Bonds, Series 2005-B 4,145,000 State Board of Education, Capital Outlay Bonds, Series 2006-A 360,000 State Board of Education, Capital Outlay Bonds, Series 2008-A 4,705,000

Sub-Total State Board Bonds: 77,545,000 Certificates of Participation:

Refunding Certificates of Participation, Series 1997A $20,940,000 Refunding Certificates of Participation, Series 1997B 15,260,000 Certificates of Participation, Series 2000 QZAB 1,753,563 Certificates of Participation, Series 2001A 190,790,000 Certificates of Participation, Series 2001 QZAB 1,840,604 Certificates of Participation, Series 2001B 113,240,000 Certificates of Participation, Series 2003A 182,295,000 Certificates of Participation, Series 2003B 11,265,000 Certificates of Participation, Series 2004A 62,640,000 Certificates of Participation, Series 2004B 71,920,000 Certificates of Participation, Series 2004C 87,830,000 Certificates of Participation, Series 2004D 113,825,000 Certificates of Participation, Series 2004 QZAB 689,806 Certificates of Participation, Series 2005A 181,450,000 Certificates of Participation, Series 2005B 44,460,000 Certificates of Participation, Series 2006A 202,105,000 Certificates of Participation, Series 2006B 65,000,000 Certificates of Participation, Series 2007A 265,315,000 Certificates of Participation, Series 2008A 270,560,000

Sub-Total Certificates of Participation: $1,903,178,973 TOTAL LONG-TERM DEBT OUTSTANDING: $1,980,723,973

____________________ Source: The School District of Broward County, Florida.

(1) Payments due on July 1, 2008 are treated as having been made on June 30, 2008. (2) The capital outlay bond issues are retired by the State using a portion of the District’s share of revenue from the

sale of license plates. The State Board of Administration determines the sinking fund requirements for these bonds annually. The sinking fund at June 30, 2008 was $1.9 million.

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Florida Retirement System

The State has established the State of Florida Retirement System (“FRS”) for state, county, municipal and school district employees. All employees hired after 1970, and those employed prior to 1970 who elected to be enrolled, are covered by the FRS. Accordingly, substantially all employees of the District are covered by the FRS. The Division of Retirement, Department of Administration of the State of Florida administers the FRS. Contribution rates are established by law for all participating governmental units. State law provides that employers, such as the District, are obligated to contribute 9.85% of the salary of regular members, 16.53% of the salary of Board members, 13.12% of the salary of senior management service members, and 20.92% of the salary of special risk members for the Fiscal Year ended June 30, 2008. For the Fiscal Year ended June 30, 2008, the District contributed $138.6 million, which was equal to the required contribution for such year.

Employees hired prior to 1970 and not electing to enroll in the FRS may be covered by alternate contributory plans, principally the Teachers’ Retirement System Plan E, administered by the FRS. State law requires the District to contribute 11.35% of the earnable compensation of members to these plans.

Other Post-Employment Benefits

In addition to its contributions under the State’s retirement plan described above, the District provides other postemployment benefits (“OPEB”) for certain of its retired employees in the form of an implicit rate subsidy by providing access to health insurance plans. The offering of this health insurance coverage is required by Section 112.0801, Florida Statutes. As with all governmental entities offering similar plans, the District is required to comply with Governmental Accounting Standard Board Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions (“GASB 45”).

For the Fiscal Year ended June 30, 2008, the District implemented GASB 45 for certain postemployment benefits, including continued coverage for the retiree and dependents in the medical/prescription plans as well as participation in the dental group plan sponsored by the District. In addition, retirees are eligible to continue the employer-sponsored term life insurance policy provided by the District. GASB 45’s basic concept is to more fully disclose the costs of employment by requiring governmental units to recognize the cost of an employee’s OPEB during the period of service in their financial statements. While GASB 45 requires recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded. As defined in GASB 45, a significant expense recognizing the past and future costs of providing OPEB benefits is required to be recorded annually. The requirement of GASB 45 was implemented prospectively, with the actuarially determined liability of $105,622,075 at January 1, 2006 being amortized over 30 years.

The District has historically accounted for its OPEB contributions on a pay-as-you-go basis and the District currently plans to continue such funding of its OPEB contributions. For Fiscal Year 2007-08, approximately 1,303 retirees of the District received post-employment benefits. For such Fiscal Year the District provided required employer contributions toward the annual OPEB cost in the amount of $5,079,584. The pay-as-you-go method of funding OPEB

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allows the District to continue to pay only the current OPEB costs each Fiscal Year but will produce for the future a growing unfunded actuarial liability.

In the 2007-2008 Fiscal Year, the District set aside $2 million in the newly created OPEB internal fund for future OPEB funding. The District intends to add $2 million of additional funds in the 2008-2009 Fiscal Year.

The OPEB cost is calculated based on the Annual Required Contribution (“ARC”) of the employer, an amount actuarially determined in accordance with the parameters of GASB 45. The following is a summary of changes for the District’s annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the District’s net OPEB obligation for the Fiscal Year ended June 30, 2008 (in thousands):

FY 2008 Annual Required Contribution (ARC) $ 11,777 Less: Contributions Made (5,080) Net OPEB Obligation Increase 6,697 Net OPEB Obligation, Beginning of Year 0 Net OPEB Obligation, End of Year $ 6,697

For additional information see Note 15 of “APPENDIX B – Basic Financial Statements

of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.”

THE SERIES 2009A FACILITIES General

The proceeds of the Series 2009A Certificates will be used for the lease purchase

financing of (i) the acquisition, construction, installation and equipping of the Series 2009A Facilities, (ii) the leasing of the Series 2009A-1 Facilities Sites by the School Board to the Corporation pursuant to the Series 2009A Ground Lease, and (iii) the subleasing of the Series 2009A-1 Facilities Sites back to the School Board pursuant to the Series 2009A-1 Lease. The Series 2009A Facilities will include a new cafeteria and two kitchen/cafeteria projects, two classroom additions, one classroom gym replacement, three media centers, a physical education center, a maintenance office, a swimming pool complex and improvements to other schools, all of which are located in the District. Set forth below is a brief, general description of the schools and facilities comprising the Series 2009A Facilities. Only the portion of the Series 2009A Facilities subject to the Series 2009A-1 Lease are subject to the exercise of remedies by the Trustee.

The Trustee may not take possession of the Series 2009A-2 Facilities lease-purchased pursuant to the Series 2009A-2 Lease for any purpose, including the sale or re-letting of its interest therein following an event of default or an event of non-appropriation under the Series 2009A Leases or the Master Lease. See “THE MASTER LEASE PROGRAM” and “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein.

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Series 2009A-1 Facilities

Set forth below are the Series 2009A-1 Facilities to be lease purchased with a portion of the proceeds of the Series 2009A Certificates and the estimated cost of planning, acquiring, constructing and installing such Facilities.

Series 2009A-1 Facilities

Facilities Project Description Estimated Planning

Estimated Construction and

Acquisition

Estimated Total Project

Cost

Annabel C. Perry Elementary School* New Cafeteria $120,000 $2,000,000 $2,120,000

Banyan Elementary School New Media Center 225,000 2,500,000 2,725,000

Blanche Ely High School Physical Education Center 900,000 10,000,000 10,900,000 Harbordale Elementary School* Classroom Addition Program 117,465 1,957,749 2,075,214 Lloyd Estates Elementary School Media Center 225,000 2,500,000 2,725,000

Northeast High School Swimming Pool Complex 450,000 5,000,000 5,450,000

Palmview Elementary School* Kitchen Cafeteria 474,000 7,900,000 8,374,000

Parkway Middle School Replacement –Phase I (Classroom, Gym) 2,250,000 25,000,000 27,250,000

Pines Lakes Elementary School Classroom Addition 317,976 5,299,605 5,617,581 PPO Zone 4 New Maintenance Office 430,364 4,781,825 5,212,189

Seagull Center Media Center 314,848 3,498,313 3,813,161

Walker Elementary School* Kitchen/Cafeteria 407,520 6,792,000 7,199,520 TOTAL $6,232,173 $ 77,229,492 $ 83,461,665

*Constitutes an Overlapping Facility under the Series 2009A-1 Lease. Upon the termination of all Leases, the proceeds derived from exercising any of the remedies available under the Master Lease with respect to each Overlapping Facility will be allocated to the Prior Lease under which a portion of such Facility was financed and the Series 2009A-1 Lease, as set forth in the Series 2009A-1 Lease. See “APPENDIX C-Forms of Certain Legal Documents-Form of Schedule 2009A-1.”

Series 2009A-2 Facilities

Set forth below are the Series 2009A-2 Facilities to be lease purchased with a portion of the proceeds of the Series 2009A Certificates and the estimated cost of planning, acquiring, constructing and installing such Facilities.

Series 2009A-2 Facilities

Facility Project Description Estimated Total Project Cost

District Wide Re-roof projects $ 25,000,000

District Wide ITV Tower 1,000,000

District Wide ADA Improvements 6,000,000

District Wide Modular Buildings 5,000,000 District Wide Indoor Air Quality Projects 5,000,000

District Wide BRITE-Enterprise Resource Planning (ERP) 6,000,000 TOTAL $ 48,000,000

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Substitution To the extent permitted by law, on or after the Completion Date, the School Board may substitute for any Series 2009A Facility other facilities owned by the School Board provided such substituted facilities (a) have the same or greater remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they are substituted, and (c) are of substantially equal utility as the Facilities to be replaced and provide essential governmental services, and, in the case of Series 2009A-1 Facilities, that such substituted facilities (d) are free and clear of all liens and encumbrances, except Permitted Encumbrances, and (e) are approved for substitution by the State Department of Education. In addition, to the extent permitted by law, prior to the Completion Date the School Board may release and/or substitute for any Series 2009A Facility to be acquired, constructed or installed, other facilities to be acquired, constructed or installed, provided that (1) any facilities substituted satisfy the requirements of clauses (a), (c), (d) and (e) above, as applicable, and (2) following such substitution and/or release, the sum of (x) with respect to the Series 2009A Facilities for which a Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Series 2009A Facilities, plus (y) with respect to Series 2009A Facilities for which a Certificate of Acceptance has been delivered, the fair market value of the Series 2009A Facilities, financed under the Series 2009A Leases is greater than or equal to the remaining principal portion of the Basic Lease Payments under the Series 2009A Leases. In order to effect such substitution, the Series 2009A Facilities to be replaced will be released from the encumbrance of the Series 2009A-1 Lease or the Series 2009A-2 Lease and, in the case of the Series 2009A-1 Facilities, the Series 2009A Ground Lease, and the facilities to be substituted shall be incorporated in the Series 2009A-1 Lease or the Series 2009A-2 Lease and, in the case of the Series 2009A-1 Facilities, the Series 2009A Ground Lease, in each case, as applicable. With respect to the Series 2009A-1 Facilities, at the time of any such substitution, there must be delivered an opinion of counsel as described in the Series 2009A-1 Lease.

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ESTIMATED SOURCES AND USES OF FUNDS

It is estimated that all funds received from the sale and delivery of the Series 2009A Certificates will be used as follows:

_____________________ * To pay certain costs of issuance of the Series 2009A Certificates, including, without limitation, printing costs,

fees of special tax counsel, fees of the co-financial advisors and the premium for the financial guaranty insurance policy for the Series 2009A-Tax-Exempt Certificates.

THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB

CERTIFICATES General The Series 2009A-QSCB Certificates are not offered by this Offering Statement and are not described herein, and are mentioned herein only to the extent that they may affect the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be initially dated their date of delivery and will mature in the years and principal amounts and represent interest at the rates set forth on the inside cover page of this Offering Statement. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be delivered in registered form. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be issued in the denominations of $5,000 or any integral multiple thereof. The principal portion due with respect to the Series 2009A Certificates at maturity or earlier prepayment represents undivided proportionate interests in the principal component of the Basic Lease Payments due on each of the dates set forth in the Series 2009A-1 Lease and in the Series 2009A-2 Lease. The interest portion due with respect to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, payable on January 1 and July 1 of each year to and including the date of maturity or earlier prepayment, whichever is earlier, commencing on January 1, 2010 (each a “Payment Date”), represents undivided proportionate interests in the interest component of the Basic Lease Payments due on the December 15 and

Series 2009A-Tax-Exempt Certificates

Series 2009A-BAB

Certificates

Series 2009A-QSCB

Certificates Total

Sources of Funds Par Amount $20,140,000.00 $63,910,000.00 $49,913,000.00 $133,963,000.00 Original Issue Discount (308,929.30) (506,806.30) (815,735.60) Total Estimated Sources of Funds $19,831,070.70 $63,403,193.70 $49,913,000.00 $133,147,264.40 Use of Funds Deposit to Series 2009A-Acquisition Account $19,295,000.00 $62,499,919.55 $49,666,745.45 $131,461,665.00 Deposit to Series 2009A Cost of Issuance Subaccount*

406,071.84 251,087.92 246,254.55 903,414.31

Underwriters’ Discount 129,998.86 652,186.23 782,185.09 Total Estimated Uses of Funds $19,831,070.70 $63,403,193.70 $49,913,000.00 $133,147,264.40

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June 15 prior to each January 1 and July 1 of each year as set forth in the Series 2009A-1 Lease and in the Series 2009A-2 Lease, to and including the maturity or earlier prepayment of each Series 2009A Certificate. There is no interest portion of the Basic Lease Payments due under the Series 2009A Leases with respect to the Series 2009A-QSCB Certificates. Ownership of Certificates The person in whose name any Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate is registered upon the books of the Trustee will be treated as the absolute owner of such Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate, whether such Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate is overdue or not, for the purpose of receiving payment of, or on account of, the principal portion or Prepayment Price, if applicable, and interest portion of Basic Lease Payments represented by such Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate and for all other purposes. All such payments so made to any such Series 2009A -Tax-Exempt Certificate or Series 2009A-BAB Certificate holder or upon his or her order will be valid and effectual to satisfy and discharge the liability upon such Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate to the extent of the sum or sums so paid, and neither the Trustee, the Corporation nor the School Board will be affected by any notice to the contrary. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be initially issued in book-entry-only form and registered in the name of Cede & Co., as nominee for DTC, who will be treated for all purposes as the absolute owner of the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates. See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES –Book-Entry-Only System” herein. Prepayment Series 2009A-Tax-Exempt Certificates Extraordinary Prepayment. The Series 2009A-Tax-Exempt Certificates shall not be subject to extraordinary prepayment.

Optional Prepayment. The Series 2009A-Tax-Exempt Certificates are subject to prepayment on or after July 1, 2019 at the option of the School Board if the School Board elects to prepay the principal portion of Basic Lease Payments due under the Series 2009A Leases in whole or in part on any Business Day, and if in part, in such order of maturity of Series 2009A-Tax-Exempt Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2009A Leases as shall be designated in writing by the School Board to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates or portions thereof to be prepaid, plus accrued interest to the Prepayment Date.

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Series 2009A-BAB Certificates

Extraordinary Mandatory Prepayment. The Series 2009A-BAB Certificates shall not be subject to extraordinary mandatory prepayment. Extraordinary Optional Prepayment. The Series 2009A-BAB Certificates are subject to extraordinary optional prepayment at the option of the School Board, in whole or in part upon the determination by the School Board that a material adverse change has occurred to Section 54AA or 6431 of the Code (as such sections were added by Section 1531 of the Recovery Act, pertaining to BABs) or there is any guidance published by the Internal Revenue Service or the United States Treasury with respect to such sections or any other determination by the Internal Revenue Service or the United States Treasury, which determination is not the result of any act or omission by the School Board to satisfy the requirement to qualify for BAB Credit Payments, and the BAB Credit Payments are reduced or eliminated (an “Extraordinary Event”), at a Prepayment Price equal to the greater of (i) 100% of the principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates to be prepaid, and (ii) the sum of the present value of the remaining scheduled payments of Basic Lease Payments to the Maturity Date of the Series 2009A-BAB Certificates to be prepaid, not including any portion of those payments of the interest accrued and unpaid as of the date on which the Series 2009A-BAB Certificates are to be prepaid, discounted to the date on which the Series 2009A-BAB Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 100 basis points; plus, in each case, the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date. Mandatory Sinking Fund Prepayment. The Series 2009A-BAB Certificates are subject to mandatory prepayment prior to maturity in part, from payments of the principal portion of Basic Lease Payments as set forth in the Series 2009A Leases, through the operation of a sinking fund on each July 1 in the years and in the following amounts set forth below at a Prepayment Price of par plus the interest accrued to the Prepayment Date.

Year (July 1)

Principal Amount

2028 $7,290,000 2029 7,835,000 2030 8,415,000 2031 9,040,000 2032 9,710,000 2033 10,425,000 2034* 11,195,000

__________________

* Maturity.

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Optional Prepayment. The Series 2009A-BAB Certificates are subject to prepayment on or after July 1, 2019 at the option of the School Board if the School Board elects to prepay the principal portion of Basic Lease Payments due under the Series 2009A Leases in whole or in part on any Business Day, and if in part, in such order of maturity of Series 2009A-BAB Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2009A Leases as shall be designated in writing by the School Board to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of the Basic Lease Payments represented by the Series 2009A-BAB Certificates or portions thereof to be prepaid, plus accrued interest to the Prepayment Date. General Selection of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates for Prepayment; Notice of Prepayment. If less than all of the Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates are called for prepayment, the particular Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates or portions thereof to be prepaid will be in multiples of Authorized Denominations for such subseries and, except as otherwise described above, the maturity of the Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates to be prepaid will be determined by the School Board. In selecting portions of such Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates for prepayment, the Trustee will treat each such Series 2009A-Tax-Exempt Certificate or Series 2009A-BAB Certificate as representing that number of Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates in Authorized Denominations which is obtained by dividing the principal amount of such Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates to be prepaid in part, by the applicable Authorized Denomination. If less than all the Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates of like subseries and maturity are called for prepayment, the particular Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates or portions thereof to be prepaid will be selected by lot by the Trustee in such manner as the Trustee deems fair and appropriate. So long as the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates are issued in book-entry-only form, if less than all of the Series 2009A Tax-Exempt Certificates or the Series 2009A-BAB Certificates of a single maturity are called for prepayment, the particular Series 2009A Tax-Exempt Certificates or the Series 2009A-BAB Certificates to be prepaid will be selected pursuant to the procedures established by DTC. So long as the Series 2009A Tax-Exempt Certificates or the Series 2009A-BAB Certificates are issued in book-entry-only form, notice of prepayment will be mailed, postage prepaid, not less than 30 days before the Prepayment Date (not less than five days nor more than ten days before the Prepayment Date in the case of prepayment for termination of the Lease Term in certain events of non-appropriation or default under any Lease, unless a different notice period is required by DTC) to Cede & Co., as nominee for DTC, and the Trustee will not mail any prepayment notice directly to the Beneficial Owners of the Series 2009A Tax-Exempt Certificates or the Series 2009A-BAB Certificates. See “THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES–Book-Entry-Only System” herein.

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Effect of Prepayment. If, on the Prepayment Date, moneys for the payment of the Prepayment Price of the Series 2009A Tax-Exempt Certificates or the Series 2009A-BAB Certificates or portions thereof to be prepaid are held by the Trustee and available therefor on the Prepayment Date and if notice of prepayment has been given as required, then from and after the Prepayment Date, the interest represented by the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates or the portion thereof called for prepayment will cease to accrue. If such moneys are not available on the Prepayment Date, the principal represented by such Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates or portions thereof will continue to bear interest until paid at the same rate as would have accrued had it not been called for prepayment. Book-Entry-Only System

THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC’S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CORPORATION AND THE SCHOOL BOARD BELIEVE TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR THE SCHOOL BOARD TAKE ANY RESPONSIBILITY FOR THE ACCURACY THEREOF.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, but not for the Series 2009A-QSCB Certificates. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be issued as fully-registered certificates registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2009A-Tax-Exempt Certificate and Series 2009A-BAB Certificate will be issued for each maturity of each subseries (and for each interest rate within a mautrity) of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates. The Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) that DTC’s Participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by

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the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

So long as the book-entry only system is in effect, beneficial interests in the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will be available in book-entry form only in Authorized Denominations. Purchasers of beneficial interests in the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates will not receive certificates representing their beneficial interests in the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates purchased.

Purchases of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates on DTC’s records. The ownership interest of each actual purchaser of each Series 2009A-Tax-Exempt Certificate and Series 2009A-BAB Certificate (the “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates except in the event that use of the book-entry system for the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates is discontinued.

To facilitate subsequent transfers, all Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to

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Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Prepayment notices shall be sent to DTC. If less than all of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates within a series or maturity of a series are being prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be prepaid.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates unless authorized by a Direct Participant in accordance with DTC’s Money Market Instrument (MMI) Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the School Board as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy).

The principal and interest components of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Trustee on a payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such Participant and not of DTC (nor its nominee), the School Board, the Corporation or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the School Board and the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates at any time by giving reasonable notice to the School Board and the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2009A-Tax-Exempt Certificates or Series 2009A-BAB Certificates, as applicable, are required to be printed and delivered.

The School Board may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates will be printed and delivered.

In either of the situations described in the preceding two paragraphs, definitive replacement certificates shall be issued only upon surrender to the School Board and the Trustee of the Series 2009A-Tax-Exempt Certificates and/or the Series 2009A-BAB Certificates of each

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maturity by DTC, accompanied by registration instructions for the definitive replacement certificates for such maturity from DTC. The School Board shall not be liable for any delay in delivery of such instructions and conclusively may rely on and shall be protected in relying on such instruction of DTC.

NEITHER THE DISTRICT, THE SCHOOL BOARD, THE CORPORATION NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES FOR THE ACCURACY OF THE RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES OR THE PROVIDING OF NOTICE OR PAYMENT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND INTEREST REPRESENTED BY THE SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2009A-TAX-EXEMPT CERTIFICATES AND THE SERIES 2009A-BAB CERTIFICATES FOR PREPAYMENT.

Neither the School Board, the District, the Corporation nor the Trustee can give any assurances that DTC, DTC Participants or others will distribute payments of principal or interest components represented by the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates paid to DTC or its nominee, or any prepayment or other notices, to the Beneficial Owners or that DTC will do so on a timely basis or that DTC will serve or act in a manner described in this Offering Statement.

For every transfer and exchange of beneficial interests in the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other government charge that may be imposed in relation thereto.

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SECURITY FOR THE SERIES 2009A CERTIFICATES General The Series 2009A Certificates evidence undivided proportionate interests in Basic Lease Payments made by the School Board under the Series 2009A Leases. The Series 2009A Certificates are secured by and payable from the portion of the Trust Estate derived from Basic Lease Payments made under the Series 2009A Leases and only to the extent that the Trustee has actually received sufficient income or proceeds from such portion of the Trust Estate to make such payments. The Corporation will not mortgage or grant a security interest in the Series 2009A Facilities to the Trustee. However, upon termination of the Series 2009A Leases in certain events of non-appropriation or default, the Series 2009A-1 Lease provides that the School Board must surrender the Series 2009A-1 Facilities (but not the Series 2009A-2 Facilities) subject thereto to the Trustee, as assignee of the Corporation, for disposition as provided in the Trust Agreement, and, except as otherwise described herein with respect to the exercise of remedies available under the Master Lease upon termination of the term of the Series 2009A-1 Lease, any proceeds of any such disposition will be applied to the payment of the Series 2009A Certificates, subject to the rights of the holders of Certificates with respect to Leases on Overlapping Facilities. Accordingly, upon termination of the Series 2009A Leases in certain events of non-appropriation or default, the Trustee may not have sufficient funds to pay the Series 2009A Certificates. See “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein. Lease Payments All Lease Payments under the Series 2009A Leases and all other Leases are payable solely from funds appropriated by the School Board for such purpose from funds authorized by law and regulations of the State Department of Education. Revenues available to the School Board for operational purposes and capital projects are described under “REVENUE SOURCES OF THE DISTRICT” herein. Limited Obligation The School Board is not legally required to appropriate moneys to make Lease Payments. Lease Payments are payable from funds appropriated by the School Board for such purpose from current or other funds authorized by law and regulations of the State Department of Education. Neither the District, the School Board, the State, nor any political subdivision thereof is obligated to pay, except from appropriated funds, any sums due under the Series 2009A Leases from any source of taxation, and the full faith and credit of the District, the School Board, the State or any political subdivision thereof is not pledged for payment of such sums due thereunder. Such sums do not constitute an indebtedness of the District, the School Board, the State or any political subdivision thereof within the meaning of any constitutional or statutory provision or limitation.

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Prior Leases and Additional Leases Failure to appropriate funds to make Lease Payments under any Lease will, or an event of default under any Lease may, result in the termination of all Leases, including the Series 2009A Leases. Upon any such termination of all Leases, the School Board must surrender possession of certain Facilities, including the Series 2009A-1 Facilities subject to the Series 2009A-1 Lease (but not including the Series 2009A-2 Facilities), to the Trustee for sale or lease. The proceeds of any such disposition of a portion of such Facilities will be applied to the payment of the Series 2009A Certificates in accordance with the terms of the Series 2009A Leases, to the extent and as provided in the Series 2009A Leases. In no event will owners of the Series 2009A Certificates have any interest in or right to any proceeds of the disposition of Facilities financed with the proceeds of another Series of Certificates, except as provided in the Series 2009A Leases. There can be no assurance that the remedies available to the Trustee upon any such termination of all Leases and the disposition of the applicable Facilities will produce sufficient amounts to pay the outstanding Series 2009A Certificates. See “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein. For a discussion of remedies available to the Trustee in the event of the non-appropriation of funds to pay Lease Payments, see “THE SERIES 2009A LEASES – Termination of Lease Term” and “– Effect of Termination for Non-Appropriation or Default” herein. For a discussion of remedies available to the Trustee in the event of default by the School Board under any Lease, see “THE SERIES 2009A LEASES – Termination of Lease Term” and “– Effect of Termination for Non-Appropriation or Default” and “APPENDIX C – Forms of Certain Legal Documents – Form of Master Lease Purchase Agreement – Events of Default and Remedies.” The School Board and the Corporation have entered into, and may, in the future, also enter into lease agreements upon terms and conditions other than those in the Master Lease and which result in the issuance of certificates of participation that are not secured by the Trust Agreement. The School Board has also entered into various other leases for computers, furniture, buses, other motor vehicles and other equipment that are not leased under the Master Lease, and for which no certificates of participation were issued under the Trust Agreement. No certificates of participation are currently outstanding under any lease agreement entered into by the School Board and the Corporation, other than the Prior Certificates issued in connection with the execution and delivery of the Prior Leases. Prior Certificates and Additional Certificates

The Trustee, at the direction of the Corporation, has issued the Prior Certificates under the Trust Agreement and in connection with the execution and delivery of the Prior Leases. As of May 1, 2009, $1,903,178,973 in aggregate principal amount of the Prior Certificates were outstanding. In addition to the Prior Certificates and the Series 2009A Certificates the School Board and the Corporation may also cause Certificates to be issued in relation to the execution and delivery of additional Leases. The Series 2009A Certificates will evidence undivided proportionate interests in the Basic Lease Payments to be made under the Series 2009A Leases. Holders of the Series 2009A

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Certificates will have no right to the Basic Lease Payments made under any of the Prior Leases or, except as otherwise described herein, any of the proceeds from the disposition of the Series 2009A-2 Facilities. See “THE SERIES 2009A FACILITIES – General,” “THE MASTER LEASE PROGRAM” and “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein. Future Certificate Sales

One or more Series of Additional Certificates may be authorized by the Corporation at the request of the School Board and executed and delivered by the Trustee with respect to additional Leases entered into in the future, for the purpose of (a) financing the cost of acquisition, construction and equipping of any Facilities, (b) financing the cost of completing the acquisition, construction, installation and equipping of any Facilities, (c) financing the cost of increasing, improving, modifying, expanding or replacing any Facilities, or (d) paying or providing for the payment of the principal portion and interest portion of the Basic Lease Payments with respect to, or the Purchase Option Price of, all or a portion of the Facilities financed from the proceeds of any Series of Certificates previously executed and delivered. Additional Certificates may also be issued in connection with any lease agreements entered into by the School Board in the future upon terms and conditions other than those in the Master Lease. In addition to the issuance of the Series 2009A Certificates, the School Board intends to finance or refinance a portion of the cost of its District Educational Facilities Plan through the issuance of additional Certificates of Participation from time to time. See “THE SCHOOL BOARD AND THE DISTRICT – District Educational Facilities Plan” herein. The aggregate principal amount of Additional Certificates that may be executed and delivered under the provisions of the Trust Agreement is not limited. Non-Appropriation Risk The School Board is not legally required to appropriate moneys for the purpose of making Lease Payments. For a discussion of remedies available to the Trustee in the event of the non-appropriation of funds to make Lease Payments, see “THE SERIES 2009A LEASES – Termination of Lease Term” and “– Effect of Termination for Non-Appropriation or Default” herein. There can be no assurance that the remedies available to the Trustee in the event of non-appropriation will produce sufficient amounts to pay the outstanding Series 2009A Certificates. Optional Prepayment Price Title to the Series 2009A-1 Facilities will remain in the Corporation. The School Board has the right to acquire title to all or any portion of such Facilities, subject to the Series 2009A-1 Lease, by paying the Purchase Option Price for the specific Series 2009A-1 Facilities being purchased or by substituting other School Board facilities for the Series 2009A-1 Facilities being acquired.

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Title to the Series 2009A-2 Facilities will be vested in the School Board. Upon termination of the Series 2009A-2 Lease Term prior to the payment of all Lease Payments scheduled therefor or without the payment of the then applicable Purchase Option Price of the Series 2009A-2 Facilities, or as provided in Section 8.2 of the Master Lease upon the occurrence of an event of default, then the Purchase Option Price of the Series 2009A-2 Facilities, shall become immediately due and payable, but only from the School Board’s current or other funds authorized by law and appropriated for such purpose as provided in Section 3.1 of the Master Lease. The Corporation’s sole remedy (other than rights and remedies it may have at law against the School Board’s legally available funds for compensatory damages upon the occurrence of an Event of Default under Section 8.1 of the Master Lease) shall be to seek a judgment against the School Board for the unpaid balance of the Purchase Option Price, which judgment shall be enforceable solely against the School Board’s legally available funds. Notwithstanding the obligations of the School Board to pay the Purchase Option Price of the Series 2009A-2 Facilities, the School Board shall be under no obligation to transfer possession of and/or title to the Series 2009A-2 Facilities, to the Corporation, and the Corporation shall have no right under the Series 2009A-2 Lease to involuntarily dispossess the School Board of the use and enjoyment of or title to any of the Series 2009A-2 Facilities. The Corporation has irrevocably waived any right to specific performance of the School Board’s covenants upon any such termination of the Lease Term. The Purchase Option Price with respect to any of the Series 2009A Facilities, as of each Lease Payment Date, is (i) the applicable Basic Lease Payment then due, plus the amount designated in the applicable Series 2009A Lease for such Facilities as the Remaining Portion of the Purchase Option Price, (ii) minus any credits pursuant to the provisions of the applicable Series 2009A Lease, (iii) plus an amount equal to the interest to accrue with respect to the Series 2009A Certificates to be prepaid as a result of the release of such Series 2009A Facilities from the Series 2009A Leases from such Lease Payment Date to the next available date for prepaying the Series 2009A Certificates, and (iv) plus an amount equal to a pro rata portion of any Additional Lease Payments then due and owing under the Series 2009A Leases. No Reserve Account There is no Reserve Account for the Series 2009A Certificates. However, pursuant to a Supplemental Trust Agreement authorizing the issuance of any additional Series of Certificates, there may be established and maintained a separate Reserve Account to secure the payment of the principal and/or interest components of the Basic Lease Payments related to such Series of Certificates. Any such Reserve Account shall secure only the Series of Certificates for which it has been established. See “APPENDIX C – Forms of Certain Legal Documents – Form of Master Trust Agreement.”

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FINANCIAL GUARANTY INSURANCE

The Insurer has supplied the following information for inclusion in this Offering Statement. No representation is made by the School Board or the Underwriters as to the accuracy or completeness of this information.

The following information is not complete and reference is made to Appendix E for a specimen of the financial guaranty insurance policy (the “Policy”) of Assured Guaranty Corp. (“Assured Guaranty” or the “Insurer”).

The Insurance Policy

Assured Guaranty has made a commitment to issue the Policy relating to the Series 2009A-Tax-Exempt Certificates, effective as of the date of issuance of such Series 2009A-Tax-Exempt Certificates. Under the terms of the Policy, Assured Guaranty will unconditionally and irrevocably guarantee to pay that portion of principal of and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates that becomes Due for Payment but shall be unpaid by reason of Nonpayment (the “Insured Payments”). Insured Payments shall not include any additional amounts owing by the School Board solely as a result of the failure by the Trustee to pay such amount when due and payable, including without limitation any such additional amounts as may be attributable to penalties or to interest accruing at a default rate, to amounts payable in respect of indemnification, or to any other additional amounts payable by the Trustee by reason of such failure. The Policy is non-cancelable for any reason, including without limitation the non-payment of premium.

“Due for Payment” means, when referring to the principal component of the Basic Lease Payments of the Series 2009A-Tax-Exempt Certificates, the stated maturity date thereof, or the date on which such Series 2009A-Tax-Exempt Certificates shall have been duly called for mandatory sinking fund redemption, and does not refer to any earlier date on which payment is due by reason of a call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity (unless Assured Guaranty in its sole discretion elects to make any principal payment, in whole or in part, on such earlier date) and, when referring to interest on such Series 2009A-Tax-Exempt Certificates, means the stated dates for payment of interest.

“Nonpayment” means the failure of the School Board to have provided sufficient funds to the Trustee for payment in full of all principal and interest Due for Payment on the Series 2009A-Tax-Exempt Certificates. It is further understood that the term Nonpayment in respect of a Series 2009A-Tax-Exempt Certificate also includes any amount previously distributed to the Holder (as such term is defined in the Policy) of such Series 2009A-Tax-Exempt Certificate in respect of any Insured Payment by or on behalf of the School Board, which amount has been recovered from such Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction that such payment constitutes an avoidable preference with respect to such Holder. Nonpayment does not include nonpayment of principal or interest caused by the failure of the Trustee to pay such amount when due and payable.

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Assured Guaranty will pay each portion of an Insured Payment that is Due for Payment and unpaid by reason of Nonpayment, on the later to occur of (i) the date such principal or interest becomes Due for Payment, or (ii) the business day next following the day on which Assured Guaranty shall have received a completed notice of Nonpayment therefor in accordance with the terms of the Policy.

Assured Guaranty shall be fully subrogated to the rights of the Holders of the Series 2009A-Tax-Exempt Certificates to receive payments in respect of the Insured Payments to the extent of any payment by Assured Guaranty under the Policy.

The Policy is not covered by any insurance or guaranty fund established under New York, California, Connecticut or Florida insurance law.

The Insurer

Assured Guaranty is a Maryland-domiciled insurance company regulated by the Maryland Insurance Administration and licensed to conduct financial guaranty insurance business in all fifty states of the United States, the District of Columbia and Puerto Rico. Assured Guaranty commenced operations in 1988. Assured Guaranty is a wholly owned, indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO.” AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, structured finance and mortgage markets. Neither AGL nor any of its shareholders is obligated to pay any debts of Assured Guaranty or any claims under any insurance policy issued by Assured Guaranty.

Assured Guaranty is subject to insurance laws and regulations in Maryland and in New York (and in other jurisdictions in which it is licensed) that, among other things, (i) limit Assured Guaranty’s business to financial guaranty insurance and related lines, (ii) prescribe minimum solvency requirements, including capital and surplus requirements, (iii) limit classes and concentrations of investments, (iv) regulate the amount of both the aggregate and individual risks that may be insured, (v) limit the payment of dividends by Assured Guaranty, (vi) require the maintenance of contingency reserves, and (vii) govern changes in control and transactions among affiliates. Certain state laws to which Assured Guaranty is subject also require the approval of policy rates and forms.

Assured Guaranty’s financial strength is rated “AAA” (stable) by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), “Aa2” (on review for possible downgrade) by Moody’s Investors Service, Inc. (“Moody’s”) and “AA” (evolving) by Fitch, Inc. (“Fitch”). Each rating of Assured Guaranty should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of any security guaranteed by Assured Guaranty. Assured Guaranty does not guaranty the

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market price of the securities it guarantees, nor does it guaranty that the ratings on such securities will not be revised or withdrawn.

Recent Developments Ratings. On May 20, 2009, Moody’s issued a press release stating that it had placed the “Aa2” insurance financial strength rating of Assured Guaranty on review for possible downgrade. Reference is made to the press release, a copy of which is available at www.moodys.com, for the complete text of Moody’s comments. In a press release dated May 4, 2009, Fitch announced that it had downgraded the insurer financial strength rating of Assured Guaranty to “AA” from “AAA” and placed such rating on Rating Watch Evolving. Reference is made to the press release, a copy of which is available at www.fitchratings.com, for the complete text of Fitch’s comments. There can be no assurance as to the outcome of Moody’s review or the timing of when such review may be completed, as to the further action that Fitch may take with respect to Assured Guaranty, or as to any action that S&P may take in the future with respect to Assured Guaranty’s financial strength and financial enhancement ratings. For more information regarding Assured Guaranty’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed by AGL with the Securities and Exchange Commission (“SEC”) on February 26, 2009, and AGL’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, which was filed by AGL with the SEC on May 11, 2009.

Agreement to Acquire FSA. On November 14, 2008, AGL announced that it had entered into a definitive agreement to purchase Financial Security Assurance Holdings Ltd. (“FSA”), the parent of financial guaranty insurance company, Financial Security Assurance, Inc. For more information regarding the proposed acquisition by AGL of FSA, see the Annual Report on Form 10-K filed by AGL with the Securities and Exchange Commission (the "SEC") on February 26, 2009.

Capitalization of Assured Guaranty Corp. As of March 31, 2009, Assured Guaranty had total admitted assets of $1,926,329,505 (unaudited), total liabilities of $1,570,615,119 (unaudited), total surplus of $355,714,386 (unaudited) and total statutory capital (surplus plus contingency reserves) of $1,109,717,908 (unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of December 31, 2008, Assured Guaranty had total admitted assets of $1,803,146,295 (unaudited), total liabilities of $1,425,012,944 (unaudited), total surplus of $378,133,351 (unaudited) and total statutory capital (surplus plus contingency reserves) of $1,090,288,113 (unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. The Maryland Insurance

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Administration recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the Maryland Insurance Code, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the Maryland Insurance Administration to financial statements prepared in accordance with accounting principles generally accepted in the United States in making such determinations. Incorporation of Certain Documents by Reference The portions of the following documents relating to Assured Guaranty are hereby incorporated by reference into this Offering Statement and shall be deemed to be a part hereof:

• The Annual Report on Form 10-K of AGL for the fiscal year ended December 31, 2008 (which was filed by AGL with the SEC on February 26, 2009);

• The Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009

(which was filed by AGL with the SEC on May 11, 2009); and

• The Current Reports on Form 8-K filed by AGL with the SEC, as they relate to Assured Guaranty.

All consolidated financial statements of Assured Guaranty and all other information

relating to Assured Guaranty included in documents filed by AGL with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Offering Statement and prior to the termination of the offering of the Series 2009A-Tax-Exempt Certificates shall be deemed to be incorporated by reference into this Offering Statement and to be a part hereof from the respective dates of filing such consolidated financial statements.

Any statement contained in a document incorporated herein by reference or contained herein under the heading “FINANCIAL GUARANTY INSURANCE-The Insurer” shall be modified or superseded for purposes of this Offering Statement to the extent that a statement contained herein or in any subsequently filed document which is incorporated by reference herein also modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Statement.

Copies of the consolidated financial statements of Assured Guaranty incorporated by reference herein and of the statutory financial statements filed by Assured Guaranty with the Maryland Insurance Administration are available upon request by contacting Assured Guaranty at 1325 Avenue of the Americas, New York, New York 10019 or by calling Assured Guaranty at (212) 974-0100. In addition, the information regarding Assured Guaranty that is incorporated by reference in this Offering Statement that has been filed by AGL with the SEC is available to the public over the Internet at the SEC’s web site at http://www.sec.gov and at AGL’s web site at http://www.assuredguaranty.com, from the SEC’s Public Reference Room at 450 Fifth Street,

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N.W., Room 1024, Washington, D.C. 20549, and at the office of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

Assured Guaranty makes no representation regarding the Series 2009A-Tax-Exempt Certificates or the advisability of investing in the Series 2009A-Tax-Exempt Certificates. In addition, Assured Guaranty has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Offering Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding Assured Guaranty supplied by Assured Guaranty and presented under the heading “FINANCIAL GUARANTY INSURANCE”.

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SERIES 2009A CERTIFICATES PAYMENT SCHEDULE Series 2009A-Tax-Exempt Certificates

Period Ending Principal Portion Interest Portion Period Total Annual Total

1/1/10 $ 557,009.03 $ 557,009.03 7/1/10 516,812.50 516,812.50 $ 1,073,821.53 1/1/11 516,812.50 516,812.50 7/1/11 516,812.50 516,812.50 1,033,625.00 1/1/12 516,812.50 516,812.50 7/1/12 516,812.50 516,812.50 1,033,625.00 1/1/13 516,812.50 516,812.50 7/1/13 516,812.50 516,812.50 1,033,625.00 1/1/14 516,812.50 516,812.50 7/1/14 516,812.50 516,812.50 1,033,625.00 1/1/15 516,812.50 516,812.50 7/1/15 516,812.50 516,812.50 1,033,625.00 1/1/16 516,812.50 516,812.50 7/1/16 516,812.50 516,812.50 1,033,625.00 1/1/17 516,812.50 516,812.50 7/1/17 516,812.50 516,812.50 1,033,625.00 1/1/18 516,812.50 516,812.50 7/1/18 516,812.50 516,812.50 1,033,625.00 1/1/19 516,812.50 516,812.50 7/1/19 516,812.50 516,812.50 1,033,625.00 1/1/20 516,812.50 516,812.50 7/1/20 516,812.50 516,812.50 1,033,625.00 1/1/21 516,812.50 516,812.50 7/1/21 516,812.50 516,812.50 1,033,625.00 1/1/22 516,812.50 516,812.50 7/1/22 516,812.50 516,812.50 1,033,625.00 1/1/23 516,812.50 516,812.50 7/1/23 516,812.50 516,812.50 1,033,625.00 1/1/24 516,812.50 516,812.50 7/1/24 516,812.50 516,812.50 1,033,625.00 1/1/25 516,812.50 516,812.50 7/1/25 $ 6,215,000.00 516,812.50 6,731,812.50 7,248,625.00 1/1/26 361,437.50 361,437.50 7/1/26 6,550,000.00 361,437.50 6,911,437.50 7,272,875.00 1/1/27 193,593.75 193,593.75 7/1/27 7,375,000.00 193,593.75 7,568,593.75 7,762,187.50

Total $ 20,140,000.00 $ 17,688,259.03 $ 37,828,259.03 $ 37,828,259.03

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Series 2009A-BAB Certificates

Period Ending Principal Portion Interest Portion* Period Total* Annual Total*

1/1/10 $ 2,548,588.78 $ 2,548,588.78 7/1/10 2,364,670.00 2,364,670.00 $ 4,913,258.78 1/1/11 2,364,670.00 2,364,670.00 7/1/11 2,364,670.00 2,364,670.00 4,729,340.00 1/1/12 2,364,670.00 2,364,670.00 7/1/12 2,364,670.00 2,364,670.00 4,729,340.00 1/1/13 2,364,670.00 2,364,670.00 7/1/13 2,364,670.00 2,364,670.00 4,729,340.00 1/1/14 2,364,670.00 2,364,670.00 7/1/14 2,364,670.00 2,364,670.00 4,729,340.00 1/1/15 2,364,670.00 2,364,670.00 7/1/15 2,364,670.00 2,364,670.00 4,729,340.00 1/1/16 2,364,670.00 2,364,670.00 7/1/16 2,364,670.00 2,364,670.00 4,729,340.00 1/1/17 2,364,670.00 2,364,670.00 7/1/17 2,364,670.00 2,364,670.00 4,729,340.00 1/1/18 2,364,670.00 2,364,670.00 7/1/18 2,364,670.00 2,364,670.00 4,729,340.00 1/1/19 2,364,670.00 2,364,670.00 7/1/19 2,364,670.00 2,364,670.00 4,729,340.00 1/1/20 2,364,670.00 2,364,670.00 7/1/20 2,364,670.00 2,364,670.00 4,729,340.00 1/1/21 2,364,670.00 2,364,670.00 7/1/21 2,364,670.00 2,364,670.00 4,729,340.00 1/1/22 2,364,670.00 2,364,670.00 7/1/22 2,364,670.00 2,364,670.00 4,729,340.00 1/1/23 2,364,670.00 2,364,670.00 7/1/23 2,364,670.00 2,364,670.00 4,729,340.00 1/1/24 2,364,670.00 2,364,670.00 7/1/24 2,364,670.00 2,364,670.00 4,729,340.00 1/1/25 2,364,670.00 2,364,670.00 7/1/25 2,364,670.00 2,364,670.00 4,729,340.00 1/1/26 2,364,670.00 2,364,670.00 7/1/26 2,364,670.00 2,364,670.00 4,729,340.00 1/1/27 2,364,670.00 2,364,670.00 7/1/27 2,364,670.00 2,364,670.00 4,729,340.00 1/1/28 2,364,670.00 2,364,670.00 7/1/28 $7,290,000.00 2,364,670.00 9,654,670.00 12,019,340.00 1/1/29 2,094,940.00 2,094,940.00 7/1/29 7,835,000.00 2,094,940.00 9,929,940.00 12,024,880.00 1/1/30 1,805,045.00 1,805,045.00 7/1/30 8,415,000.00 1,805,045.00 10,220,045.00 12,025,090.00 1/1/31 1,493,690.00 1,493,690.00 7/1/31 9,040,000.00 1,493,690.00 10,533,690.00 12,027,380.00 1/1/32 1,159,210.00 1,159,210.00 7/1/32 9,710,000.00 1,159,210.00 10,869,210.00 12,028,420.00 1/1/33 799,940.00 799,940.00 7/1/33 10,425,000.00 799,940.00 11,224,940.00 12,024,880.00 1/1/34 414,215.00 414,215.00 7/1/34 11,195,000.00 414,215.00 11,609,215.00 12,023,430.00 Total $ 63,910,000.00 $105,575,458.78 $169,485,458.78 $169,485,458.78

______________________ * Interest Portion is the full interest portion with respect to the Series 2009A-BAB Certificates and does not include any credit for the BAB Credit Payments expected to be received by the District.

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Series 2009A-QSCB Certificates

The principal portion of Basic Lease Payments with respect the Series 2009A-QSCB Certificates are deposited in the QSCB Subaccount of the Series 2009A Lease Payment Account and paid to the Series 2009A-QSCB Certificate holders at the maturity or extraordinary mandatory prepayment of the Series 2009A-QSCB Certificates. The Series 2009A-QSCB Certificates will mature on June 17, 2024. The Certificate Payment Schedule for Prior Certificates and Series 2009A Certificates which follows this table includes the principal portion of the Basic Lease Payments with respect to the Series 2009A QSCB Certificates, which are payable on June 15, commencing June 15, 2014, as described in the following table:

Lease Payment Date (June 15)

Basic Lease Payment with respect to Series 2009A-QSCB

2014 $ 4,540,000.00 2015 4,540,000.00 2016 4,540,000.00 2017 4,540,000.00 2018 4,540,000.00 2019 4,540,000.00 2020 4,540,000.00 2021 4,540,000.00 2022 4,540,000.00 2023 4,540,000.00 2024 4,513,000.00 Total $49,913,000.00

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CERTIFICATE PAYMENT SCHEDULE FOR PRIOR CERTIFICATES, AND SERIES 2009A CERTIFICATES

Period Ending Prior Series 2009A

(July 1) Certificates(1)* Certificates(2)* Total

2009 $ 147,287,347 $ 147,287,347 2010 147,205,994 $ 5,987,080 153,193,074 2011 147,168,897 5,762,965 152,931,862 2012 145,944,682 5,762,965 151,707,647 2013 145,954,329 5,762,965 151,717,294 2014 145,588,835 10,302,965 155,891,800 2015 145,575,698 10,302,965 155,878,663 2016 145,589,457 10,302,965 155,892,422 2017 145,589,241 10,302,965 155,892,206 2018 143,614,802 10,302,965 153,917,767 2019 143,611,066 10,302,965 153,914,031 2020 143,678,520 10,302,965 153,981,485 2021 143,674,582 10,302,965 153,977,547 2022 143,612,387 10,302,965 153,915,352 2023 143,594,471 10,302,965 153,897,436 2024 143,571,695 10,275,965 153,847,660 2025 143,576,895 11,977,965 155,554,860 2026 143,557,921 12,002,215 155,560,136 2027 105,255,795 12,491,528 117,747,323 2028 105,237,983 12,019,340 117,257,323 2029 90,654,073 12,024,880 102,678,953 2030 75,783,858 12,025,090 87,808,948 2031 59,060,783 12,027,380 71,088,163 2032 38,063,128 12,028,420 50,091,548 2033 20,404,063 12,024,880 32,428,943 2034 12,023,430 12,023,430

TOTAL $3,102,856,501 $257,226,718 $3,360,083,220

* Numbers may not add due to rounding. (1) See “CERTIFICATE PAYMENT SCHEDULE FOR OUTSTANDING PRIOR CERTIFICATES” herein. (2) Basic Lease Payments with respect to the Series 2009A-QSCB Certificates, as described in the prior table,

are included in this table, but are not paid to the Series 2009A-QSCB Certificate holders on the date of payment; they are deposited in the QSCB Subaccount of the Series 2009A Lease Payment Account until the maturity or extraordinary mandatory prepayment of the Series 2009A-QSCB Certificates.

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CERTIFICATE PAYMENT SCHEDULE FOR OUTSTANDING

PRIOR CERTIFICATES(1)

Period Ending July 1

Series 1997A

Certificates

Series 1997B

Certificates

Series 2000

QZAB Certificates(2)

Series 2001 QZAB

Certificates

Series 2001A

Certificates

Series 2001B

Certificates

Series 2003A

Certificates

Series 2003B

Certificates

Series 2004A

Certificates

Series 2004B

Certificates

2009 7,692,000 4,328,993 350,712 368,121 15,104,090 8,485,745 14,561,729 5,964,845 8,724,513 3,699,000 2010 7,689,750 4,323,708 350,712 368,121 15,111,828 8,852,200 14,557,879 5,966,720 8,722,013 3,699,000 2011 7,686,000 4,325,788 350,712 368,121 21,386,513 8,489,400 14,561,034 8,728,638 3,699,000 2012 4,325,775 350,712 368,121 8,623,613 5,271,938 14,560,744 8,725,588 10,509,000 2013 350,712 368,121 8,623,613 5,271,938 14,558,494 8,722,088 14,853,500 2014 8,623,613 5,271,938 14,559,413 8,725,838 15,198,750 2015 8,623,613 5,271,938 14,561,213 8,721,363 15,198,000 2016 8,623,613 5,271,938 14,559,113 8,723,663 15,203,663 2017 8,623,613 5,271,938 14,558,313 8,725,225 15,198,100 2018 23,658,613 14,646,938 14,559,245 2019 23,656,688 14,643,031 14,561,443 2020 23,659,388 14,647,250 14,558,668 2021 23,657,638 14,646,750 14,558,755 2022 23,659,138 14,645,250 14,560,755 2023 23,656,638 14,646,500 14,560,250 2024 23,654,713 14,644,000 14,562,000 2025 23,659,500 14,646,500 14,561,500 2026 23,656,500 14,642,250 14,562,500 2027 14,558,500 2028 14,558,250 2029 2030 2031 2032 2033 Total $23,067,750 $17,304,263 $1,753,562 $1,840,604 $316,262,918 $189,267,439 $291,199,794 $11,931,565 $78,518,925 $97,258,013

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Period Ending July 1

Series 2004C

Certificates

Series 2004D

Certificates(3)

Series 2004

QZAB Certificates

Series 2005A

Certificates

Series 2005B

Certificates(4)

Series 2006A

Certificates

Series 2006B

Certificates(5)

Series 2007A

Certificates

Series 2008A

Certificates

Total Aggregate Certificates

Debt Service

2009 10,034,396 4,860,327 53,062 14,932,468 1,778,400 9,842,068 2,912,000 20,114,049 13,480,831 147,287,348

2010 10,124,234 4,767,370 53,062 14,931,118 1,778,400 9,842,068 2,912,000 20,109,849 13,045,965 147,205,994

2011 10,125,374 4,767,370 53,062 14,931,280 1,778,400 9,842,068 2,912,000 20,118,174 13,045,965 147,168,897

2012 10,141,194 4,754,091 53,062 14,929,080 1,778,400 18,122,068 2,912,000 20,118,334 20,400,965 145,944,682

2013 10,127,881 4,767,370 53,062 14,931,060 1,778,400 18,117,868 2,912,000 20,112,874 20,405,350 145,954,329

2014 10,128,081 4,767,370 53,062 14,932,860 1,778,400 18,122,268 2,912,000 20,113,784 20,401,460 145,588,835

2015 10,030,263 4,860,327 53,062 14,932,600 1,778,400 18,120,180 2,912,000 20,110,221 20,402,520 145,575,698

2016 10,135,988 4,754,091 53,062 14,931,625 1,778,400 18,120,213 2,912,000 20,116,721 20,405,370 145,589,457

2017 10,115,463 4,780,650 53,062 9,728,975 6,983,400 18,120,088 2,912,000 20,113,096 20,405,320 145,589,241

2018 10,138,938 4,754,091 53,062 5,896,575 10,815,200 18,120,225 2,912,000 17,658,596 20,401,320 143,614,802

2019 10,128,000 4,767,370 53,062 5,896,575 10,815,400 18,116,381 2,912,000 17,660,046 20,401,070 143,611,066

2020 6,178,175 8,772,048 53,062 5,896,575 10,815,800 18,121,756 2,912,000 17,659,046 20,404,753 143,678,520

2021 14,952,978 53,062 5,896,575 10,810,800 18,120,006 2,912,000 17,660,265 20,405,753 143,674,582

2022 14,944,486 16,711,575 18,118,506 2,912,000 17,659,015 20,401,663 143,612,388

2023 14,928,550 16,710,825 18,118,931 2,912,000 17,657,765 20,403,013 143,594,472

2024 14,905,999 16,708,075 18,118,681 2,912,000 17,660,515 20,405,713 143,571,696

2025 14,910,112 16,707,075 18,118,931 2,912,000 17,655,765 20,405,513 143,576,896

2026 14,895,125 16,707,850 18,122,931 2,912,000 17,657,840 20,400,925 143,557,921

2027 14,898,499 16,707,350 18,118,681 2,912,000 17,655,390 20,405,375 105,255,795

2028 14,871,686 16,709,100 10,904,681 10,137,000 17,656,640 20,400,625 105,237,983

2029 14,867,888 16,711,350 21,013,320 17,659,890 20,401,625 90,654,073

2030 16,707,350 21,012,880 17,658,390 20,405,238 75,783,858

2031 21,000,480 17,655,640 20,404,663 59,060,783

2032 17,659,890 20,403,238 38,063,128

2033 20,404,063 20,404,063

Total $117,407,985 $195,547,801 $689,806 $303,147,915 $64,467,800 $330,348,598 $128,491,680 $445,901,795 $488,448,291 $3,102,856,507

_________________________________ (1) Numbers may not add due to rounding. (2) Represents payments net of earnings on a guaranteed investment contract pursuant to which the Lease Payments are invested. (3) Assumes an interest rate based on a swap rate, plus remarketing and other fees, equal to 4.20% for the Series 2004D Certificates. See

“RISK FACTORS – 2004D Interest Rate Exchange Agreement” herein. (4) Assumes a 4.00% interest rate for the unhedged variable rate Series 2005B Certificates. (5) Assumes an interest rate based on a swap rate, plus remarketing and other fees, equal to 4.48% for the Series 2006B Certificates. See

“RISK FACTORS – 2006B Interest Rate Exchange Agreement”

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THE MASTER LEASE PROGRAM The School Board has authorized the execution and delivery of the Master Lease between the School Board and the Corporation in order to provide for the lease purchase financing and refinancing from time to time of Facilities. Facilities to be leased from time to time will be identified on separate Schedules to the Master Lease. Upon execution and delivery thereof, each Schedule, together with the provisions of the Master Lease, will constitute a separate Lease. See “APPENDIX C - Forms of Certain Legal Documents – Form of Master Lease Purchase Agreement.” The Series 2009A-1 Lease and the Series 2009A-2 Lease are two of twenty-six Leases that will be in effect under the Master Lease on the date of issuance of the Series 2009A Certificates. In addition to the Series 2009A Facilities to be leased by the School Board, the School Board is currently leasing 75 elementary schools, 21 middle schools, 26 high schools and various other facilities pursuant to the Master Lease. Failure to appropriate funds to pay Lease Payments under any Lease will, and an event of default under any Lease may, result in the termination of all Leases, including the Series 2009A Leases. Upon any such termination, any proceeds of the disposition of leased Facilities (but not the Series 2009A-2 Facilities or any other Facilities excluded under the terms of any Lease) will be applied to payment of the related Series of Certificates, in accordance with the terms of the related Lease and as further described herein. Owners of Series 2009A Certificates shall only have an interest in and be entitled to any proceeds resulting from the disposition of the Series 2009A-1 Facilities as set forth in Schedule 2009A-1. In no event will owners of Series 2009A Certificates have any interest in or right to any proceeds of the disposition of Facilities leased under any other Lease, other than the Series 2009A-1 Lease, except as otherwise described herein. See “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein. Each purchaser of Series 2009A Certificates is subject to certain risks and particular attention should be given to the factors described under “RISK FACTORS” herein, which, among others, could affect the market price of the Series 2009A Certificates to an extent that cannot be determined.

THE SERIES 2009A LEASES The following is a brief summary of certain provisions of the Series 2009A Leases, which is not intended to be definitive. Reference is made to the Series 2009A Leases, which are available from the School Board, for the complete text thereof. The form of the Series 2009A Leases is included in “APPENDIX C – Forms of Certain Legal Documents.” Authority The Series 2009A Leases are entered into pursuant to the authority granted under Sections 1001.42(9) and 1013.15(2), Florida Statutes, to facilitate the lease purchase financing and refinancing of the Series 2009A Facilities. The Series 2009A Leases are further entered into pursuant to Resolution No. 09-62 of the School Board adopted on January 13, 2009, as amended by Resolution No. 09-107 of the School Board adopted on May 5, 2009 and Resolution No. 09-

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01 adopted by the Corporation on January 13, 2009, as amended by Resolution No. 09-02 adopted by the Corporation on May 5, 2009. Lease Term Under the Series 2009A Leases, the Corporation will lease to the School Board the Series 2009A Facilities for an initial Lease Term commencing on the date of delivery of the Series 2009A Certificates and ending on June 30, 2009, which Lease Term is automatically renewable annually on July 1 of each year, through and including June 30 of the following year, commencing July 1, 2009 and ending June 30, 2034, with respect to the Series 2009A-1 Lease relating to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, and June 30, 2029, with respect to the Series 2009A-2 Lease relating to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, unless sooner terminated in accordance with the provisions of the Series 2009A Leases. Termination of Lease Term As described under “SECURITY FOR THE SERIES 2009A CERTIFICATES – Prior Leases and Additional Leases,” the School Board has entered into, and may enter into, Leases in addition to the Series 2009A Leases. The Lease Term of the Leases, including the respective Series 2009A Leases, will terminate upon the earliest of any of the following events: (a) All Leases, including the Series 2009A Leases, will terminate on the latest Lease

Payment Date set forth in any Lease; (b) All Leases, including the Series 2009A Leases, will terminate in the event of non-

appropriation of funds for the payment of Lease Payments; (c) All Leases, including the Series 2009A Leases, will terminate upon a default by

the School Board with respect to any Lease and the termination of the Lease Term of all Leases by the Trustee pursuant to the Master Lease;

(d) A particular Lease will terminate upon payment by the School Board of the

Purchase Option Price of the particular Facilities leased under such Lease by the School Board or upon provision for such payment pursuant to the Master Lease.

Effect of Termination for Non-Appropriation or Default

Upon termination of the Lease Term for the reasons referred to in (b) or (c) under “THE SERIES 2009A LEASES – Termination of Lease Term” above, the School Board is required to immediately surrender and deliver possession and control of Facilities financed under all Leases, including the Series 2009A-1 Facilities (but not the Series 2009A-2 Facilities or any other Facilities excluded under the terms of any Lease), to the Trustee in the condition, state of repair and appearance required under the Leases and in accordance with the Trustee’s instructions. Upon such surrender, the Trustee (or other transferee) will attempt to sell or re-let its interest in

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such Facilities in such manner and to such person or persons for any lawful purpose or purposes as it, in its sole discretion, determines to be appropriate. The Trustee shall pursue one or more remedies at the direction of the holders of greater than 50% of the Series 2009A Certificates. Unless the Insurer is in default of its obligations under the Policy, the Insurer is entitled to control and direct the rights and remedies of the Trustee with respect to the Series 2009A-Tax-Exempt Certificates as though it were the owner of the Series 2009A-Tax-Exempt Certificates it insures. See “RISK FACTORS – No Right of Certificate Holders to Direct Remedies”. The proceeds derived from any such sale or lease of Facilities will be applied first to the payment of the fees and expenses of the Trustee, second to the payment of the Series of Certificates relating to such Facilities and then to the payment of other outstanding amounts as described in said Lease. The proceeds of any such disposition of the Series 2009A-1 Facilities (but not the Series 2009A-2 Facilities) will be applied to the payment of the Series 2009A Certificates to the extent and as provided in the Series 2009A Leases. The Corporation, the School Board or the Insurer, as applicable, will allocate the proceeds of any such disposition of the Series 2009A-1 Facilities allocable to the Series 2009A-1 Lease to the appropriate subaccount of the Series 2009A Lease Payment Account within the Project Fund. Under the Series 2009A Leases, the School Board may not be dispossessed of the Series 2009A-2 Facilities or any other personal property financed, in whole or in part, with the proceeds of the Series 2009A Certificates. See “RISK FACTORS – Limitation Upon Disposition; Ability to Sell or Relet”. IN NO EVENT WILL OWNERS OF THE SERIES 2009A CERTIFICATES HAVE ANY INTEREST IN OR RIGHT TO ANY PROCEEDS OF THE DISPOSITION OF FACILITIES FINANCED WITH THE PROCEEDS OF ANOTHER SERIES OF CERTIFICATES, EXCEPT FOR ANY CERTIFICATES ISSUED TO COMPLETE THE SERIES 2009A-1 FACILITIES, TO REFUND SERIES 2009A CERTIFICATES, OR RELATED TO OVERLAPPING FACILITIES. See “SECURITY FOR THE SERIES 2009A CERTIFICATES – Prior Leases and Additional Leases” and “– Prior Certificates and Additional Certificates” herein. For a discussion of the remedies available to the Trustee and the Corporation if the School Board refuses or fails to voluntarily deliver possession of the Facilities to the Trustee, see “APPENDIX C – Forms of Certain Legal Documents – Master Lease Purchase Agreement”.

There can be no assurance that the remedies available to the Trustee upon any termination of the Lease Term of all Leases for non-appropriation or default and the disposition of the Series 2009A-1 Facilities, will produce sufficient amounts to pay the outstanding Series 2009A Certificates. The federal income tax status of payments made to Series 2009A-Tax-Exempt Certificate holders after such termination may also be adversely affected. See “TAX TREATMENT” herein. Further, after such termination of the Lease Term of all Leases, the transfer of Series 2009A Certificates may be subject to the registration provisions of applicable federal and state securities laws. Accordingly, there is no assurance that the liquidity of the Series 2009A Certificates will not be impaired following termination of the Lease Term of the Leases. See “RISK FACTORS” herein.

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Lease Payments Subject to the conditions stated in the Leases, the School Board has agreed to pay all Lease Payments; provided that the School Board is not legally required to appropriate moneys to make Lease Payments. Lease Payments are payable from funds appropriated by the School Board for such purpose from current or other funds authorized by law and regulations of the State Department of Education. Neither the District, the School Board, the State, nor any political subdivision thereof is obligated to pay, except from appropriated funds, any sums due under the Series 2009A Leases from any source of taxation, and the full faith and credit of the District, the School Board, the State or any political subdivision thereof is not pledged for payment of such sums due thereunder. Such sums do not constitute an indebtedness of the District, the School Board, the State or any political subdivision thereof within the meaning of any constitutional or statutory provision or limitation.

On the applicable Lease Payment Date preceding each principal and interest payment date with respect to the Series 2009A-Tax-Exempt Certificates and the Series 209A-BAB Certificates, the School Board will pay to the Trustee the Basic Lease Payment due on such date, the amount of which Basic Lease Payment corresponds to the next succeeding payment due on the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates. The Trustee will deposit the Basic Lease Payments with respect to the Series 2009A-Tax-Exempt Certificates to the Tax-Exempt Subaccount and with respect to the Series 2009A-BAB Certificates to the BAB Subaccount of the Lease Payment Account, as directed by the School Board The School Board is also required to pay, when due, Additional Lease Payments and Supplemental Payments, consisting, among other things, of payments due under its Interest Rate Exchange Agreements (see “RISK FACTORS - Interest Rate Exchange Agreements”) and the fees and expenses of the Trustee and the Corporation. Lease Payments due under the Series 2009A Leases with respect to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates may be reduced, when applicable, by amounts credited as follows:

(a) The Trustee will deposit (i) into the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account interest income on amounts on deposit in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account, and (ii) into the BAB Subaccount of the Series 2009A Lease Payment Account interest income on amounts on deposit in the BAB Subaccount of the Series 2009A Acquisition Account, in accordance with the Trust Agreement and apply such interest income as provided in the Trust Agreement.

(b) Upon completion of construction of the Series 2009A Facilities financed with the

proceeds of the Series 2009A-Tax-Exempt Certificates, the amounts, if any, remaining on deposit in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account shall be transferred to the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be applied to Basic Lease Payments next coming due under the Series 2009A Leases with respect to the Series 2009A-Tax-Exempt Certificates or to the Cost of other Facilities as further described in the Trust Agreement.

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(c) Upon termination of the Lease Term of the Series 2009A Leases with respect to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates respectively, prior to completion of the acquisition, construction and installation of the Series 2009A Facilities financed with the proceeds of the applicable subseries, the amounts, if any, remaining on deposit in the Series Tax-Exempt Subaccount of the Series 2009A Acquisition Account will be transferred to the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be applied to the Series 2009A-Tax-Exempt Certificates, and the amounts, if any, remaining on deposit in the BAB Subaccount of the Series 2009A Acquisition Account will be transferred to the BAB Subaccount of the Series 2009A Lease Payment Account to be applied to the Series 2009A-BAB Certificates.

(d) Net Proceeds realized in the event of damage, destruction or condemnation, as

provided in the Series 2009A-1 Lease may be deposited in (i) the Series 2009A Lease Payment Account, to be applied to Basic Lease Payments under the Series 2009A-1 Lease, or (ii) the Series 2009A Acquisition Account to pay costs of Facilities, as provided in the Series 2009A-1 Lease.

Lease Covenants Under the Series 2009A Leases, the School Board will be responsible for acquisition, construction and installation of the Series 2009A Facilities pursuant to the specifications of the School Board, including the letting of all contracts for the acquisition, construction and installation of such Facilities. In the Series 2009A Leases, the School Board covenants that it will (i) maintain the Series 2009A Facilities at all times during the Lease Term in good repair and condition, (ii) pay applicable taxes, utility charges and other governmental charges, and (iii) provide applicable insurance coverage, including property and liability insurance, all in accordance with the terms and provisions relating to these requirements, contained in the Series 2009A Leases. Assignment of Series 2009A Leases to Trustee

Pursuant to the Series 2009A Assignment Agreement, substantially all right, title and interest of the Corporation in and to the Series 2009A Ground Lease and in and to the Series 2009A Leases, including the right to receive Basic Lease Payments thereunder, will be irrevocably assigned by the Corporation to the Trustee for the benefit of the Series 2009A Certificate Holders and the holders of any other Certificates, representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases. The School Board has consented to such assignment.

Budget and Appropriation The cost and expense of the performance by the School Board of its obligations under the Series 2009A Leases and under every other Lease and the incurrence of any liabilities of the School Board under the Series 2009A Leases and under every other Lease including, without limitation, the payment of all Lease Payments and all other amounts required to be paid by the

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School Board under all Leases, are subject to and dependent on appropriations being duly made from time to time by the School Board for such purposes. Under no circumstances will the failure of the School Board to appropriate sufficient funds constitute a default or require payment of a penalty, or in any way limit the right of the School Board to purchase or utilize educational facilities similar in function to those leased under any Lease. Unless the School Board, at a public meeting held prior to the end of the then current Fiscal Year, gives notice of its intent not to appropriate the funds necessary to make the Lease Payments coming due in the following Fiscal Year under all Leases, the Superintendent will include in the Superintendent’s tentative budget proposal the funds necessary to make such Lease Payments, and all Leases will be automatically renewed on June 30 of the current Fiscal Year, for the following Fiscal Year, subject to appropriation being made by the School Board in the final official budget. If no such appropriation is made in the final adopted budget or if no official budget is adopted as of the last day on which a final budget is required to have been adopted under Chapter 1011, Florida Statutes and applicable regulations thereunder, all Leases will terminate as of the date of adoption of the final official budget or the last date on which a final budget is required to have been adopted, whichever is earlier. If the School Board declares its intent at such public meeting prior to the end of the then current Fiscal Year not to appropriate the funds necessary to make Lease Payments under all Leases, no Leases will be automatically renewed for the following Fiscal Year, but all Leases will terminate on June 30th of the current Fiscal Year. The School Board will, however, provide written notice of any non-appropriation of funds, as described above, to the Trustee and the Insurer within three Business Days after declaring its intent not to appropriate the funds necessary to make payments under all Leases. For a discussion of the effect of termination of the Lease Term of the Leases, see “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein.

RISK FACTORS Each purchaser of the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates is subject to certain risks and each prospective purchaser of the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates is encouraged to read this Offering Statement in its entirety. Particular attention should be given to the factors described below which, among others, could affect the market price of the Series 2009A-Tax-Exempt Certificates and/or the Series 2009A-BAB Certificates to an extent that cannot be determined. Annual Right of the School Board to Terminate Series 2009A Leases Although the School Board has determined that the Series 2009A Facilities are necessary to its operations and currently intends to continue the Series 2009A Leases in force and effect for the Lease Terms established in the Series 2009A Leases and has covenanted in the Series 2009A Leases that the Superintendent will include a sufficient amount in the tentative budget to enable the School Board to make all Lease Payments due in each Fiscal Year, the School Board is not required to appropriate funds for such Lease Payments. If for any Fiscal Year the School Board

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does not approve a final budget which appropriates sufficient funds from legally available revenues in a line item specifically identified for payment of its obligations under the Series 2009A Leases or any other Lease, or if no final budget is adopted as of the last day upon which a final budget is required to have been adopted under Chapter 1011, Florida Statutes, the Master Lease shall terminate as of the date of adoption of the final budget, or as of such last day, whichever is earlier, and the School Board will not be obligated to make Lease Payments accruing or arising thereafter. The likelihood that the Series 2009A Leases will be terminated as the result of an event of non-appropriation is dependent upon certain factors that are beyond the control of the Series 2009A Certificate Owners, including the continuing future utility of the Series 2009A Facilities and other Facilities of the School Board and changes in population or demographics within the District.

Limitation Upon Disposition; Ability to Sell or Relet

Following an event of default under the Series 2009A Leases, or an event of non-appropriation, the Trustee as assignee of the Corporation may take possession of the Series 2009A-1 Facilities (but not the Series 2009A-2 Facilities) and sell or re-let its interest therein. The Trustee’s ability to actually achieve such a disposition of the Series 2009A-1 Facilities is limited by its inability to convey fee simple title to the Series 2009A-1 Facilities and by the governmental nature of the Series 2009A-1 Facilities. Moreover, it is possible that a court of competent jurisdiction could enjoin the sale or re-letting of the Trustee’s interest in the Series 2009A-1 Facilities because of the essential governmental nature thereof. There can be no assurance that the remedies available to the Trustee upon any such termination of the Lease Term of all Leases and the disposition of the Series 2009A-1 Facilities will produce sufficient amounts to pay the principal and interest components of the Basic Lease Payments represented by the then Outstanding Series 2009A Certificates.

No Right of Insured Certificate Holders to Direct Remedies Unless the Insurer is in default of its obligations under the Policy, the Insurer is entitled to control and direct any of the rights or remedies of the Trustee with respect to the Series 2009A-Tax-Exempt Certificates, including the right to direct the Trustee as to whether or not to re-let or sell the Series 2009A-1 Facilities. However, the Insurer has no fiduciary responsibility to the Series 2009A-Tax-Exempt Certificate Owners with respect to the direction of such remedies and has no obligation to preserve the exclusion from gross income for federal income tax purposes of amounts paid to Certificate Owners by the Insurer and designated as interest. Tax Treatment Upon termination of the Series 2009A Leases, there is no assurance that payments made by the Trustee or Insurer, with respect to the Series 2009A-Tax-Exempt Certificates and designated as interest will be excludable from gross income for federal income tax purposes. See “TAX TREATMENT” herein.

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Applicability of Securities Laws

After termination of the Series 2009A Leases, the transfer of a Series 2009A-Tax-Exempt Certificate or a Series 2009A-BAB Certificate may be subject to or conditioned upon compliance with the registration provisions of applicable federal and state securities laws. Accordingly, there is no assurance that liquidity of the Series 2009A-Tax-Exempt Certificates and/or the Series 2009A-BAB Certificates will not be impaired following termination of the Series 2009A Leases. Capital Outlay Millage Revenues The amount of Capital Outlay Millage Revenues which can be realized by the District derived from the levy of the Local Option Millage Levy can be affected by a variety of factors not within the control of the School Board, including, without limitation, fluctuations in the level of the assessed valuation of property within the District, the amount of general business activity, growth and new construction which occurs within the District and legislative changes. There can, therefore, be no assurances that such revenues will not decrease in the event that such growth and new construction, for whatever reason, decreases or ceases altogether within the County or adverse legislation is adopted by the State of Florida. The Legislative Office of Economic and Demographic Research of the Florida Legislature projects declines in the assessed value of property subject to taxation by the District beginning in 2009. These declines in assessed valuation are likely to have a negative impact on revenues of the District from ad valorem taxes, including Capital Outlay Millage Revenues. However, the District projects that, even with the projected declines in assessed property valuations, it will be able to collect Capital Outlay Millage Revenues sufficient to make the Lease Payments related to all Outstanding Certificates, including the Series 2009A Certificates. See “REVENUE SOURCES OF THE DISTRICT” herein and “APPENDIX A – GENERAL INFORMATION CONCERNING BROWARD COUNTY, FLORIDA”. See also “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES – Reduction in Local Option Millage Levy,” “AD VALOREM TAX PROCEDURES – Constitutional Amendments” and “– Constitutional Amendments” under this caption below. State Revenues A large portion of the District’s funding is derived from State sources. See “REVENUE SOURCES OF THE DISTRICT – Operating Revenues” and “– Revenues for Capital Projects” herein. A significantly large percentage of such State revenues is generated from the levy of the State sales tax. The amounts budgeted for distribution from the State to the District are subject to change in the event that projected revenues are not realized. The State is currently experiencing significant shortfalls in sales tax revenues, which has resulted in significant budget cuts, including cuts to funding for the District. In October, 2007, the State Legislature convened in a special session focused on reducing the State budget by approximately $1.2 billion in response to such shortfalls. The District lost approximately $11.5 million in revenues as a result of such budget cuts. In April of 2008, the State Legislature reduced the 2008-09 funding for

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public schools by $332.3 million, which resulted in the District losing approximately $59.9 million. In January of 2009, the State Legislature convened a special session to continue its focus on reducing the State budget in response to the continued shortfall in the sales tax revenues. As a result of this special session, the funding for the public schools in the State for 2008-09 was further reduced by $336.1 million, which resulted in the District losing approximately $35.7 million. This brings the total reduction, when compared to the 2008 funding level for public schools in Florida to $698,463,794, of which the District’s share was $95.6 million. It is uncertain whether additional cuts will occur in the future. See “RECENT GOVERNMENTAL ACTIONS AFFECTING DISTRICT REVENUES,” “AD VALOREM TAX PROCEDURES – Constitutional Amendments” and “– Constitutional Amendments” under this caption below. Additional Leases Pursuant to the Master Lease, the School Board may enter into other Leases in addition to the Prior Leases and the Series 2009A Leases. Failure to appropriate funds to make Lease Payments under any Lease will, and an event of default under any Lease may, result in the termination of all Leases, including the Series 2009A Leases. Upon any such termination of all Leases, the School Board must surrender certain Facilities, including the Series 2009A-1 Facilities (but excluding the Series 2009A-2 Facilities or any Facilities excluded under the terms of any Lease) to the Trustee for sale or lease. The proceeds of any such disposition of the Facilities will be applied to the payment of the applicable Series of Certificates. In no event will owners of the Series 2009A Certificates have any interest in or right to any proceeds of the disposition of Facilities financed with the proceeds of another Series of Certificates, except as described herein. There can be no assurance that the remedies available to the Trustee upon any such termination of all Leases and the disposition of the Series 2009A-1 Facilities will produce sufficient amounts to pay the Outstanding Series 2009A Certificates. See “THE SERIES 2009A LEASES – Effect of Termination for Non-Appropriation or Default” herein. Additional Indebtedness The School Board may issue additional indebtedness, other than in connection with the Master Lease, secured by or payable from available revenues without the consent of the owners of the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates. Incurring such additional indebtedness may adversely affect the ability of the School Board to make Lease Payments under the Master Lease. Constitutional Amendments The District is required to comply with the class size maximums created by the Class Size Legislation. See “THE SCHOOL BOARD AND THE DISTRICT – Constitutional Amendments Related to Class Size Reduction and Pre-Kindergarten Legislation” herein. The Class Size Legislation establishes constitutional class size maximums that must be implemented by the beginning of the 2010-2011 school year. School districts that presently exceed these class

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size maximums are required to reduce the average number of students per class in each grade grouping established in the Class Size Legislation by at least two students each year, beginning with the 2003-04 fiscal year. The Class Size Legislation requires each school board to consider implementing various policies and methods to meet the constitutionally mandated class sizes. Failure to reduce class sizes by at least two students each year until the constitutional maximum is met may result in transfer of class size reduction operating funds to fixed capital outlay appropriations, required implementation of year-round schools, double sessions, extended school year or rezoning, implementation of a State-mandated constitutional compliance plan or withholding of various State funds. To satisfy the constitutional class size maximums, Section 1003.03, Florida Statutes, requires that the calculation for compliance be the average class sizes (i) throughout the District for Fiscal Years 2003-04 through 2005-06, (ii) by each school within the District for Fiscal Years 2006-07 through 2008-09 and (iii) each year thereafter by each of the individual classrooms within the District. Pursuant to Chapter 2009-59, the average class sizes for 2006-2007 through 2009-2010 will be calculated at the school level and thereafter, the calculation will be at the individual classroom level. The District expects to continue to utilize various policies and methods for the 2009-10 school year to sustain class size requirements for school-wide averages in grades pre-kindergarten through 12 to meet the constitutional maximum in all categories. Further, the District has formed a Class Size Reduction Task Force to review these policies and class size data to ensure compliance. However, the District may not be able to continuously satisfy the requirements of the Class Size Legislation when calculated at the class-by-class level. While the Class Size Legislation suggests that the State Legislature, and not local school districts, is generally responsible for the cost of compliance, there can be no assurance that State funding will be sufficient to meet the capital and facility needs of the District required by the Class Size Legislation to establish or maintain full compliance with its requirements. Further, there can be no assurance that the District will have funds sufficient to meet the capital and facility needs of the District required by the Class Size Legislation, or that compliance therewith will not adversely affect other capital needs and operating costs of the District, which could have an adverse impact on the District’s ability to appropriate funds for Lease Payments. The District is required to satisfy the requirements of the Pre-Kindergarten Legislation. See “THE SCHOOL BOARD AND THE DISTRICT – Constitutional Amendments Related to Class Size Reduction and Pre-Kindergarten Legislation” herein. The Pre-Kindergarten Legislation provides that every 4-year old child in the State shall be offered a free, high quality pre-kindergarten learning opportunity by the State no later than the 2005 school year, appropriates State funds to finance pre-kindergarten programs and provides the method for calculating the funds allocated to each pre-kindergarten program provider. Although the Pre-Kindergarten Legislation suggests that the State Legislature, and not local school districts, is generally responsible for the cost of compliance, it is uncertain what effect implementation will have upon the District. The State funding currently provided by Part

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V, Chapter 1002, Florida Statutes is insufficient for the District to provide a major pre-kindergarten program. The District uses the State funding it receives to provide a pre-kindergarten program for the students that can be accommodated by such funding and will use any additional funds received from the State for such purpose to expand its pre-kindergarten program. However, there can be no assurance that the Pre-Kindergarten Legislation and compliance therewith will not adversely affect the District. Further, there can be no assurance that the District will have funds sufficient to meet the capital and facility needs of the District required by the Pre-Kindergarten Legislation or that compliance therewith will not adversely affect other capital needs and operating costs of the District, which could have an adverse impact on the District’s ability to appropriate funds for Lease Payments. Interest Rate Exchange Agreements 2004D Floating-to-Fixed Swap

In connection with the Certificates of Participation, Series 2004D (the “Series 2004D Certificates”), the School Board entered into an International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement dated as of June 24, 2004 (together with all schedules and confirmations thereto, the “2004D Swap Agreement”) with Citibank, N.A. (“Citi”) effective June 30, 2004. In general, the 2004D Swap Agreement provides, subject to the terms and conditions thereof, for payment by the School Board to Citi of a fixed rate of interest of 3.85% and for payment by Citi to the School Board of interest calculated at a variable rate based on 67% of “USD LIBOR - BBA” (as defined in the 1992 ISDA U.S. Municipal Counterparty Definitions) based on an amortizing notional amount of $113,825,000. The intent of the 2004D Swap Agreement is to effectively change the variable interest rate on the Series 2004D Certificates into a synthetic fixed rate of 3.85% per annum. The School Board has an option to terminate the 2004D Swap Agreement in whole or in part on any Business Day upon 30 days’ notice to Citi. As of the date hereof, the School Board has no intent to terminate the 2004D Swap Agreement. The scheduled termination date of the 2004D Swap Agreement is July 1, 2029. The scheduled payments of the School Board when due pursuant to the 2004D Swap Agreement are guaranteed by a financial guaranty insurance policy (the “2004D Swap Policy”) issued by Financial Security Assurance Inc. (“Financial Security”). The 2004D Swap Policy does not guarantee termination payments under the 2004D Swap Agreement unless the termination is at the direction of Financial Security. For additional information on the 2004D Swap Agreement, see note 13 to “APPENDIX B – Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.”

2006B Floating-to-Fixed Swap

In connection with the Certificates of Participation, Series 2006B (the “Series 2006B Certificates”), the School Board entered into an ISDA Master Agreement dated as of May 16, 2006 (together with all schedules and confirmations thereto, the “2006B Swap Agreement”) with Bear Stearns Financial Products, Inc. (“BSFP”) effective June 6, 2006. Pursuant to an Assignment Agreement dated as of March 17, 2009, the rights and duties of BSFP have been assigned and delegated, respectively, to JPMorgan Chase Bank, N.A. (“JPMorgan”). In general, the 2006B Swap Agreement provides, subject to the terms and conditions thereof, for payment

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by the School Board to JPMorgan of a fixed rate of interest of 4.131% and for payment by JPMorgan to the School Board of interest calculated at a variable rate based on (a) from the Effective Date to but excluding July 1, 2009, “USD-SIFMA Municipal Swap Index” (as defined in the 2000 ISDA U.S. Municipal Counterparty Definitions) and (b) from July 1, 2009 to but excluding the termination date, 70% of “USD-LIBOR-BBA” (as defined in the 2000 ISDA U.S. Municipal Counterparty Definitions provided that the clause “the day that is two London Banking Days preceding that Reset Date” is deleted and replaced with “the day that is one London Banking Day preceding that Reset Date”), based on an amortizing notional amount of $65,000,000. The intent of the 2006B Swap Agreement is to effectively change the variable interest rate on the Series 2006B Certificates into a synthetic fixed rate of 4.131% per annum. The School Board has an option to terminate the 2006B Swap Agreement in whole or in part on any Business Day upon 10 Business Days’ notice to JPMorgan. As of the date hereof, the School Board has no intent to terminate the 2006B Swap Agreement. The scheduled termination date of the 2006B Swap Agreement is June 30, 2031. The scheduled payments of the School Board when due pursuant to the 2006B Swap Agreement are guaranteed by a financial guaranty insurance policy (the “2006B Swap Policy”) issued by Financial Security. The 2006B Swap Policy does not guarantee termination payments under the 2006B Swap Agreement unless the termination is at the direction of Financial Security. For additional information on the 2006B Swap Agreement, see note 13 to “APPENDIX B – Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year Ended June 30, 2008.”

Payments made by the School Board under the above described agreements constitute Additional Lease Payments under the Master Lease and are secured by the Leases to which the respective interest rate exchange agreement relates. Each agreement described above is subject to termination prior to the scheduled termination date thereof under certain circumstances. If a termination event were to occur under one or more of such agreements, the School Board may be confronted with the need to appropriate a significant termination payment or payments within a single fiscal year. Such an obligation could have a material adverse effect on the School Board’s ability to make Lease Payments, including payments required under the Series 2009A Leases.

Creditworthiness of the Insurer

As further described under the heading “RATINGS”, the insured ratings of the Series 2009A-Tax-Exempt Certificates are based on the issuance of the Policy concurrently with the issuance of the Series 2009A-Tax-Exempt Certificates. Such insured ratings are based solely on the general credit of the Insurer. Any downgrade in the rating of the Insurer may have a negative impact on the market price of the Series 2009A-Tax-Exempt Certificates. The Policy insures the scheduled payment of the principal and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates when due. The ability of the Insurer to make payment of such defaulted principal or interest under the Policy may be adversely affected by the financial condition of the Insurer at such time. No assurance is given as to the current or future financial condition of the Insurer or the financial condition of any entity with which the Insurer may merge or by which it may be acquired.

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If the Insurer becomes insolvent or otherwise becomes subject to receivership or similar proceedings under state insurance law, owners of the Series 2009A-Tax-Exempt Certificates may become general unsecured creditors of the Insurer and, under such circumstances, timely payment of the principal and interest components of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates might depend entirely on the ability of the School Board to make Basic Lease Payments pursuant to the Series 2009A Leases (or, in the event of a termination of such Leases, on the sufficiency of the proceeds of the Trustee’s sale or re-letting of the Series 2009A-1 Facilities to pay such amounts). Extraordinary Prepayment of Series 2009A-QSCB Certificates In the event that there is a Determination of Loss of Qualified School Construction Bond Status, the Series 2009A-QSCB Certificates are subject to extraordinary mandatory prepayment prior to their fixed Maturity Date, in whole, on the earliest practicable date designated by the School Board, but in no case later than the December 15 following the next succeeding June 1 after a Determination of Loss of Qualified School Construction Bond Status, at a Prepayment Price as set forth in the Series 2009A Supplemental Trust Agreement. See “APPENDIX C-Forms of Certain Legal Documents.” Upon notice from the School Board that the School Board has cured the conditions that caused the Series 2009A-QSCB Certificates to be subject to extraordinary mandatory prepayment, the School Board may rescind any such prepayment on any date prior to the date fixed for prepayment. In the event of such a mandatory prepayment the District would seek to refinance the Series 2009A-QSCB Certificates. In the event that the District were not able to refinance, the School Board may be confronted with the need to appropriate a significant payment within a single Fiscal Year. Such an obligation could have a material adverse effect on the School Board’s ability to make Lease Payments, including payments required under the Series 2009A Leases.

LITIGATION

There is no litigation now pending or threatened (i) to restrain or enjoin the issuance or sale of the Series 2009A Certificates; (ii) questioning or affecting the validity of the Series 2009A Leases or the obligation of the School Board to make Lease Payments: or (iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution or delivery of the Series 2009A Certificates. The School Board is involved in certain litigation and disputes incidental to its operations. Upon the basis of information presently available, the School Board Attorney believes that there are substantial defenses to such litigation and disputes and that, in any event, any ultimate liability, in excess of applicable insurance coverage, resulting therefrom will not materially adversely affect the financial position or results of operations of the District, or the School Board and its ability to make Lease Payments.

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RATINGS Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) and Fitch Ratings (“Fitch”) have assigned underlying ratings of “A1,” “A+” and “A+,” respectively, to the Series 2009A Certificates and are expected to assign ratings of “Aa2,” “AAA” and, “AA” respectively, to the Series 2009A-Tax-Exempt Certificates, with the understanding that upon delivery of the Series 2009A-Tax-Exempt Certificates the Policy insuring the payments when due of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates will be issued by the Insurer. An explanation of the ratings given by Moody’s may be obtained from Moody’s at 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, (212) 553-0300. An explanation of the ratings given by S&P may be obtained from S&P at 55 Water Street, New York, New York 10041, (212) 438-2124. An explanation of the ratings given by Fitch may be obtained from Fitch at One State Street Plaza, New York, New York 10004, (212) 908-0500. There is no assurance that such ratings will continue for any given period of time, or that they will not be revised downward or withdrawn entirely by such rating agencies, if in their judgment circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2009A-Tax-Exempt Certificates and/or the Series 2009A-BAB Certificates. Each of Moody’s, Fitch and S&P (collectively referred to hereinafter as the “Rating Agencies”) have recently taken actions to address the effects of the downturns in the market for structured finance instruments, including collateralized debt obligations and residential mortgage backed securities, on the claims-paying ability of the bond insurance companies, including the Insurer. In various releases, the Rating Agencies have each outlined the processes that they are following in order to evaluate the effect of this risk on their respective ratings of financial guarantors. As a result of such evaluations, the Rating Agencies have taken certain steps, including affirming the ratings of certain financial guarantors, adopting a negative outlook on the ratings of others, placing the ratings of other financial guarantors on credit watch for possible downgrades, and downgrading certain other financial guarantors. Potential investors are directed to the Rating Agencies for additional information on their respective evaluations of the financial guaranty industry and individual financial guarantors, including the Insurer. See “RISK FACTORS – Creditworthiness of the Insurer” for a description of certain risks associated with the Insurer and “FINANCIAL GUARANTY INSURANCE” for information relating to the financial condition and ratings of the Insurer. The above ratings are not recommendations to buy, sell or hold the Series 2009A-Tax-Exempt Certificates or the Series 2009A-BAB Certificates, and such ratings may be subject to revision or withdrawal at any time by the Rating Agencies.

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TAX TREATMENT The Series 2009A-Tax-Exempt Certificates Federal Income Taxation The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements which the School Board must continue to meet after the issuance of the Series 2009A-Tax-Exempt Certificates in order that the portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders be and remain excludable from gross income of the holders thereof for federal income tax purposes. The School Board’s failure to meet these requirements may cause the portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders to be included in gross income for federal income tax purposes retroactively to the date of execution and delivery of the Series 2009A-Tax-Exempt Certificates. Such requirements include, but are not limited to, that the investment of the proceeds of the Series 2009A-Tax-Exempt Certificates meet certain arbitrage requirements and that certain “excess” earnings on such investments are periodically rebated to the United States of America. The School Board has covenanted to take the actions required by the Code in order to maintain the excludability from gross income for federal income tax purposes of the portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders and not to take any actions that would adversely affect that excludability. Co Special Tax Counsel expects to deliver an opinion at the time of issuance of the Series 2009A-Tax-Exempt Certificates substantially in the form set forth in Appendix D-1. In the opinion of Co-Special Tax Counsel, assuming continuing compliance by the School Board with the tax covenants referred to above and the accuracy of certain representations of the School Board, under existing statutes, regulations, rulings and court decisions, the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates will be excludable from gross income for federal income tax purposes. However, no opinion is expressed with respect to the federal income tax consequences of any payments received with respect to the Series 2009A-Tax-Exempt Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder. The interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and such interest portion will not be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Taxation Under Florida Law Co-Special Tax Counsel is further of the opinion that the Series 2009A-Tax-Exempt Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida

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Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to tax consequences under the laws of the State of Florida of any payments received with respect to the Series 2009A-Tax-Exempt Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder. General Except as described above, Co-Special Tax Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-Tax-Exempt Certificate holders or the ownership or disposition of the Series 2009A-Tax-Exempt Certificates. Prospective purchasers of Series 2009A-Tax-Exempt Certificates should be aware that the ownership of Series 2009A-Tax-Exempt Certificates may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2009A-Tax-Exempt Certificates or, in the case of a financial institution, that portion of the owner’s interest expense allocable to the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, (iii) the inclusion of the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year and (v) recipients of certain Social Security and Railroad Retirement benefits are required to take into account receipts and accrual of the interest portion of the Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates in determining whether a portion of such benefits are included in gross income for federal income tax purposes. From time to time, there are legislative proposals in Congress which, if enacted, could alter or amend one or more of the federal income tax matters referred to herein or adversely affect the market value of the Series 2009A-Tax-Exempt Certificates. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to obligations (such as the Series 2009A-Tax-Exempt Certificates) issued prior to enactment. The discussion of tax matters relating to the Series 2009A-Tax-Exempt Certificates in this Offering Statement applies only in the case of purchasers of the Series 2009A-Tax-Exempt Certificates at their original issuance and at the respective yields indicated on the inside cover page of this Offering Statement. It does not address any other tax consequences relating to the Series 2009A-Tax-Exempt Certificates, such as, among others, the consequence of the existence of any market discount to subsequent purchasers of the Series 2009A-Tax-Exempt Certificates. Purchasers of the Series 2009A-Tax-Exempt Certificates should consult their own tax advisers

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regarding their particular tax status or other tax considerations resulting from ownership of the Series 2009A-Tax-Exempt Certificates. Original Issue Discount Certain of the Series 2009A-Tax-Exempt Certificates (“Discount Tax-Exempt Certificates”) were offered and sold to the public at an original issue discount (“OID”). OID is the excess of the stated redemption price at maturity (the principal amount) over the “issue price” of a Discount Tax-Exempt Certificate. The issue price of a Discount Tax-Exempt Certificate is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Tax-Exempt Certificates of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Tax-Exempt Certificate over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Tax-Exempt Certificate (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2009A-Tax-Exempt Certificates, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Tax-Exempt Certificate. A purchaser of a Discount Tax-Exempt Certificate in the initial public offering at the yield for that Discount Tax-Exempt Certificate stated on the inside cover of this Offering Statement who holds that Discount Tax-Exempt Certificate to maturity will realize no gain or loss upon the retirement of that Discount Tax-Exempt Certificate. Owners of Discount Tax-Exempt Certificates should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID properly accruable in any period with respect to the Discount Tax-Exempt Certificates and as to other federal tax consequences and the treatment of OID for purposes of state and local taxes on, or based on, income. The Series 2009A-BAB Certificates General The School Board has designated a portion of the Series 2009A Certificates as Build America Bonds and has elected to receive a refundable credit (the “BAB Credit Payment”) from the United States Department of Treasury equal to 35% of the portion of Basic Lease Payments payable as interest and represented by the Series 2009A-BAB Certificates. Under the Code, the School Board must use 100% of the excess of the available project proceeds over amounts in a reasonably required reserve fund for capital expenditures. The availability of such BAB Credit Payment is subject to the condition that the School Board comply with the requirements discussed in the preceding paragraph and all other requirements of the Code that must be satisfied subsequent to the issuance of the Series 2009A-

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BAB Certificates. The School Board has covenanted to comply with such requirements. If the School Board does not meet these requirements, it is possible that the School Board may not receive such BAB Credit Payment. Federal Income Taxation The following is a summary of certain anticipated United States federal income tax consequences of the purchase, ownership and disposition of the Series 2009A-BAB Certificates. The summary is based upon provisions of the Code, the regulations promulgated thereunder and rulings and court decisions now in effect, all of which are subject to change. This summary is intended as a general explanatory discussion of the consequences of holding the Series 2009A-BAB Certificates. This summary generally addresses Series 2009A-BAB Certificates held as capital assets and does not purport to address all aspects of federal income taxation that may affect particular investors in light of their individual circumstances or certain types of investors subject to special treatment under the federal income tax laws, including but not limited to financial institutions, insurance companies, dealers in securities or currencies, persons holding such Series 2009A-BAB Certificates as a hedge against currency risks or as a position in a straddle for tax purposes, foreign investors or persons whose functional currency is not the U.S. dollar. Potential purchasers of the Series 2009A-BAB Certificates should consult their own tax advisors in determining the federal, state or local tax consequences to them of the purchase, holding and disposition of the Series 2009A-BAB Certificates. The portion of the Basic Lease Payments designated and paid as interest to the Series 2009A-BAB Certificate holders is not excluded from gross income for federal income tax purposes. Purchasers other than those who purchase the Series 2009A-BAB Certificates in the initial offering at their principal amounts will be subject to federal income tax accounting rules affecting the timing and/or characterization of payments received with respect to such Series 2009A-BAB Certificates. Generally, the interest portion of Basic Lease Payment paid with respect to the Series 2009A-BAB Certificates and recovery of accrued original issue and market discount, if any, will be treated as ordinary income to the holder of Series 2009A-BAB Certificates, and, after adjustment for the foregoing, the principal portion of Basic Lease Payments paid with respect to Series 2009A-BAB Certificates will be treated as a return of capital. Taxation Under Florida Law General. Co-Special Tax Counsel are further of the opinion that the Series 2009A-BAB Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-BAB Certificates will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to tax consequences under the laws of the State of Florida of any payments received with respect to the Series 2009A-BAB Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder.

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Original Issue Discount. The following summary is a general discussion of certain federal income tax consequences of the purchase, ownership and disposition of Series 2009A-BAB Certificates issued with original issue discount (“Discount Series 2009A-BAB Certificates”). A Series 2009A-BAB Certificate will be treated as having been issued at an original issue discount if the excess of its “stated redemption price at maturity” (defined below) over its issue price (defined as the initial offering price to the public at which a substantial amount of the Series 2009A-BAB Certificates of the same maturity have first been sold to the public, excluding bond houses and brokers) equals or exceeds one quarter of one percent of such Series 2009A-BAB Certificate’s stated redemption price at maturity multiplied by the number of complete years to its maturity. Generally, a Discount Series 2009A-BAB Certificate’s “stated redemption price at maturity” is the total of all payments provided by the Discount Series 2009A-BAB Certificate that are not payments of “qualified stated interest” Generally, “qualified stated interest” includes stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In general, the amount of original issue discount includible in income by the initial holder of a Discount Series 2009A-BAB Certificate is the sum of the “daily portions” of original issue discount with respect to such Discount Series 2009A-BAB Certificate for each day during the taxable year in which such holder held such Discount Series 2009A-BAB Certificate. The daily portion of original issue discount is determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that accrual period. An accrual period may be of any length, and may vary in length over the term of a Discount Series 2009A-BAB Certificate, provided that each accrual period is not longer than one year and each scheduled payment of principal or interest occurs at the end of an accrual period. The amount of original issue discount allocable to each accrual period is equal to the difference between (i) the product of the Discount Series 2009A-BAB Certificate’s adjusted issue price at the beginning of such accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period) and (ii) the amount of any qualified stated interest payments allocable to such accrual period. The “adjusted issue price” of a Discount Series 2009A-BAB Certificate at the beginning of any accrual period is the sum of the issue price of the Discount Series 2009A-BAB Certificate plus the amount of original issue discount allocable to all prior accrual periods minus the amount of any prior payments on the Discount Series 2009A-BAB Certificate that were not qualified stated interest payments. Under these rules, holders will have to include in income increasingly greater amounts of original issue discount in successive accrual periods. Certain holders may elect to include all interest (including stated interest, acquisition discount, original issue discount, de minimis original issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) on the Discount Series 2009A-BAB Certificate by using the constant yield

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method applicable to original issue discount, subject to certain limitations and exceptions. Such holders should consult their own tax advisors with respect to whether or not they should so elect. Holders of Discount Series 2009A-BAB Certificates should consult their own tax advisors as to the determination for federal income tax purposes of the amount of original issue discount properly accruable in any period and as to other federal tax consequences and the treatment of original issue discount for purposes of state and local taxes on, or based on, income. Market Discount. If a certificateholder purchases a Series 2009A-BAB Certificate for an amount that is less than the adjusted issue price of the Series 2009A-BAB Certificate, and such difference is not considered to be de minimis, then such discount will represent market discount. Absent an election to accrue market discount currently, upon a sale, exchange or other disposition of a Series 2009A-BAB Certificate, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred to carry a market discount bond is limited. Such certificateholders should consult their own tax advisors with respect to whether or not they should elect to accrue market discount currently, the determination and treatment of market discount for federal income tax purposes and the state and local tax consequences of owning such Series 2009A-BAB Certificates. Sale or Redemption of Series 2009A-BAB Certificates. A certificateholder’s tax basis for a Series 2009A-BAB Certificate is the price such owner pays for the Series 2009A-BAB Certificate plus the amount of any original issue discount and market discount previously included in income, reduced on account of any payments received (other than “qualified periodic interest” payments) and any amortized bond premium. Gain or loss recognized on a sale, exchange or redemption of a Series 2009A-BAB Certificate, measured by the difference between the amount realized and the Series 2009A-BAB Certificate basis as so adjusted, will generally give rise to capital gain or loss if the Series 2009A-BAB Certificate is held as a capital asset (except as discussed above under “Market Discount”). The legal defeasance of Series 2009A-BAB Certificates may result in a deemed sale or exchange of such Series 2009A-BAB Certificates under certain circumstances; owners of such Series 2009A-BAB Certificates should consult their tax advisors as to the federal income tax consequences of such an event. Circular 230 Disclosure. The above discussion relating to the Series 2009A-BAB Certificates was written to support the promotion and marketing of the Series 2009A-BAB Certificates and was not intended or written to be used, and cannot be used, by a taxpayer for purposes of avoiding United States federal income tax penalties that may be imposed. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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CERTAIN LEGAL MATTERS

Legal matters incident to the authorization, execution, delivery and sale of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates are subject to the approving legal opinions of Co-Special Tax Counsel, Greenberg Traurig, P.A., Miami, Florida, and KnoxSeaton, Miami, Florida. The proposed forms of such opinions are included herein as Appendix D-1 with respect to the Series 2009A-Tax-Exempt Certificates and Appendix D-2 with respect to the Series 2009A-BAB Certificates. Certain legal matters will be passed upon for the School Board and the Corporation by Edward J. Marko, Esquire, School Board Attorney, and for the Underwriters by their Co-Counsel, Shutts & Bowen LLP, Fort Lauderdale, Florida, and the Law Offices of Steve E. Bullock, P.A., Miramar, Florida. Co-Special Tax Counsel and Co-Counsel to the Underwriters will receive fees for services provided in connection with the issuance of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, which fees are contingent upon the issuance of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates. Co-Special Tax Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Co-Special Tax Counsel as of the date thereof. Co-Special Tax Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Co-Special Tax Counsel’s attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Co-Special Tax Counsel’s opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Co-Special Tax Counsel’s professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

UNDERWRITING The Underwriters have agreed to purchase the Series 2009A-Tax-Exempt Certificates at a price of $19,701,071.84 (which represents the $20,140,000 principal amount of the Series 2009A-Tax-Exempt Certificates, less an original issue discount of $308,929.30 and minus an Underwriters’ discount of $129,998.86). The Underwriters have agreed to purchase the Series 2009A-BAB Certificates at a price of $62,751,007.47 (which represents the $63,910,000 principal amount of the Series 2009A-BAB Certificates, less an original issue discount of $506,806.30 and minus an Underwriters’ discount of $652,186.23). The Underwriters will purchase all of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates if any are purchased. The obligation to make such purchase is subject to certain terms and conditions contained in a Certificate Purchase Agreement and to the approval of certain legal matters by counsel. J.P. Morgan Securities Inc., one of the underwriters of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, has entered into an agreement (the “Distribution Agreement”) with UBS Financial Services Inc. for the retail distribution of certain municipal securities offerings, including the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, at the original issue prices. Pursuant to the Distribution

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Agreement, J.P. Morgan Securities Inc. will share a portion of its underwriting compensation with respect to the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates with UBS Financial Services Inc. Citigroup Inc. and Morgan Stanley, the respective parent companies of Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, each an underwriter of the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates, have entered into a retail brokerage joint venture. As part of the joint venture each of Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated will distribute municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective on June 1, 2009. As part of this arrangement, each of Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated will compensate Morgan Stanley Smith Barney LLC. for its selling efforts in connection with their respective allocations of Series 2009A-Tax-Exempt Certificates and Series 2009A-BAB Certificates. The Underwriters may offer and sell the Series 2009A-Tax-Exempt Certificates and the Series 2009A-BAB Certificates to certain dealers and others at prices lower than the public offering prices. After the initial public offering, the respective offering prices may be changed from time to time by the Underwriters.

CO-FINANCIAL ADVISORS The School Board has retained Public Financial Management, Inc., Orlando, Florida, and Fidelity Financial Services, L.C., Hollywood, Florida, as co-financial advisors with respect to the planning, structuring, execution and issuance of the Series 2009A Certificates (the “Co-Financial Advisors”). The Co-Financial Advisors will receive fees for services provided in connection with the issuance of the Series 2009A Certificates, which fees are contingent upon the issuance of the Series 2009A Certificates. The Co-Financial Advisors are not obligated to undertake and have not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Offering Statement. Public Financial Management, Inc. is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. Fidelity Financial Services, L.C. is a financial advisory and consulting firm and is not engaged in the business of underwriting, marketing or trading of municipal securities or other negotiable instruments.

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BASIC FINANCIAL STATEMENTS The Basic Financial Statements of The School Board of Broward County, Florida for the Fiscal Year ended June 30, 2008 and the report thereon of Moore Stephens Lovelace, P.A. independent certified public accountants, dated December 4, 2008, are included in Appendix B of this Offering Statement as part of the public records of the School Board. Moore Stephens Lovelace, P.A. has not participated in the preparation of this Offering Statement.

CONTINUING DISCLOSURE The School Board has covenanted for the benefit of Series 2009A Certificate holders to provide certain financial information and operating data relating to the School Board in each year (the “Annual Report”), to provide notices of the occurrence of certain enumerated events, if deemed by the School Board to be material, and to comply with and carry out all of the provisions of the Series 2009A Continuing Disclosure Certificate to be executed by the School Board as of the date of issuance of the Series 2009A Certificates, as such Continuing Disclosure Certificate may be amended from time to time in accordance with the terms thereof (the “Continuing Disclosure Certificate”). Such covenant shall only apply so long as the Series 2009A Certificates are outstanding, and shall also cease upon the termination of the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “Rule”) by legislative, judicial or administration action. Failure of the School Board to comply with the Continuing Disclosure Certificate is not considered an event of default under the Series 2009A Leases, the Trust Agreement or the Continuing Disclosure Certificate; however, any Series 2009A Certificate holder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the School Board to comply with its obligations under the Continuing Disclosure Certificate. The Annual Report will be filed by the School Board with the Municipal Securities Rulemaking Board or with each Nationally Recognized Municipal Securities Information Repository (“NRMSIR”), and with the State of Florida Repository (the “State Repository”), if one is created or designated by the State. The notices of material events will be filed by the School Board with each NRMSIR and the State Repository. The Continuing Disclosure Certificate allows the obligation to make such filings to be satisfied by transmitting the required information to the Texas Municipal Advisory Council, as provided at http://www.disclosureusa.org. The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth in the Continuing Disclosure Certificate. See “APPENDIX F – Form of Continuing Disclosure Certificate.” The covenants of the School Board in the Continuing Disclosure Certificate have been made in order to assist the Underwriters in complying with the Rule. No party other than the School Board is obligated to provide, nor is expected to provide, any continuing disclosure information in connection with the issuance of the Series 2009A Certificates in order to comply with the Rule. To date, the School Board has not failed to comply with any prior continuing disclosure undertakings with respect to the Rule.

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BLUE SKY DISCLOSURE Section 517.051, Florida Statutes, and the regulations promulgated thereunder, require that the School Board make full and fair disclosure of any bonds or other debt obligations of such entity that have been in default as to payment of principal or interest at any time after December 31, 1975. The School Board is not and has not been, since December 31, 1975, in default as to payment of principal of or interest on its bonds or other debt obligations.

MISCELLANEOUS

The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as a representation by the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the District, the School Board, or the Corporation from the date hereof.

This Offering Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Offering Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Offering Statement is not to be construed as a contract or agreement between the District, the School Board or the Corporation and the purchasers or the holders of any of the Series 2009A Certificates.

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This Offering Statement has been duly executed and delivered by the authority of the School Board. THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

By: /s/ Maureen S. Dinnen MAUREEN S. DINNEN, Chair

By: /s/ James F. Notter JAMES F. NOTTER, Superintendent of Schools and Secretary to the School Board

APPENDIX A

GENERAL INFORMATION REGARDING BROWARD COUNTY, FLORIDA

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APPENDIX A

GENERAL INFORMATION REGARDING BROWARD COUNTY

Broward County, created in October 1915 by the legislature of the State of Florida, is located on the southeast coast of Florida and has an area of approximately 1,197 square miles. The County is bordered on the south by Miami-Dade County and on the north by Palm Beach County. Located within the County are 31 municipalities. The County ranks second in the State and 15th in the nation with a 2000 Census population of 1.62 million persons. Broward County’s Planning Services Division estimates the County’s 2008 population to be 1,756,086. Approximately 50% of the County’s population lives in its seven largest cities: Coral Springs, Fort Lauderdale, Hollywood, Miramar, Pembroke Pines, Pompano Beach and Davie. Four airports, including the Fort Lauderdale-Hollywood International Airport, are located in the County. Port Everglades, the State's deepest harbor and a leading international cruise port, is located less than two miles from Fort Lauderdale-Hollywood International Airport.

Governmental Structure

The County is governed by the provisions of its Charter (the "Charter") as amended – originally adopted by the electors of the County on November 5, 1974. Under the Charter, the County functions as a home rule government consistent with the provisions of the Florida Constitution and the general laws of the State.

The nine member Board of County Commissioners is the legislative body of the County government. The Board annually elects a Mayor who serves as presiding officer. The Charter provides for one County Commissioner to be elected from each of the nine Commission districts. Elections are held every two years for staggered four year terms. Each candidate must be a registered elector and a legal resident of the district to be represented.

The County Commissioners and expiration of their terms are as follows:

Stacy Ritter, Mayor November 2010 Ken Keechl, Vice Mayor November 2010

Josephus Eggelletion, Commissioner November 2012 Suzanne N. Gunzburger, Commissioner November 2010 Kristin D. Jacobs, Commissioner November 2010 Ilene Lieberman, Commissioner November 2012 John E. Rodstrom, Jr., Commissioner November 2012 Diana Wasserman-Rubin, Commissioner November 2010 Lois Wexler, Commissioner November 2012 The County Administrator, appointed by the Board, is the chief administrative officer of the

County government. The County Administrator directs the functions of County government through several offices, eight major departments, and various divisions within each department. Pursuant to an Administrative Code adopted by the Board, unless otherwise stated in the Charter, the County

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Administrator can appoint, suspend, or remove all County employees, with the exception of the County Auditor and the County Attorney. The County Administrator also serves as ex-officio Clerk of the Board.

Under the Charter, checks and balances are provided by the Office of the County Auditor. The County Auditor, appointed by the Board, maintains an advisory position to that body.

Legal services are provided to the County government by the Office of the County Attorney. The County Attorney is appointed by the Board. Staff attorneys, appointed by the County Attorney, represent the Board and all other departments, divisions, boards, and offices in all legal matters affecting the County.

Population

In the 90 years since it began as an agricultural community of 5,000, the County has steadily grown and is the second largest county in Florida and the 15th largest county in the nation according to the 2000 census.

Broward County State of Florida United States Year Population Change1 Population Change1 Population Change1

1960 333,946 – 4,951,560 – 179,323,000 – 1970 620,100 8.57% 6,789,443 3.71% 203,212,000 1.33% 1980 1,018,257 6.42 9,747,061 4.36 226,505,000 1.15 1990 1,255,488 2.33 13,003,362 3.34 249,632,692 1.02 2000 1,623,018 2.93 15,982,378 2.29 281,421,906 1.27

x2007(2) 1,759,591 1.08 18,199,526 1.81 301,290,332 0.94

Source: U.S. Department of Commerce, Bureau of Census. (1) The average annual percentage increase over the preceding period. (2) This data is estimated. 2007 represents the last year data is available at the County level from the Bureau of Census.

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Labor Force and Unemployment Rates(1)

Year Ended December 31

Estimated Broward County Civilian Labor

Force

Unemployment Rates

Broward County Florida

United States

1997 777,164 4.9 4.8 4.9 1998 787,776 4.5 4.3 4.5 1999 799,068 4.1 3.9 4.2 2000 815,361 3.7 3.6 4.0 2001 852,300 4.9 4.8 4.7 2002 860,005 6.0 5.5 5.8 2003 877,270 5.5 5.1 6.0 2004 899,880 4.7 4.6 5.5 2005 947,447 3.8 3.9 5.1 2006 974,486 3.1 3.3 4.6 2007 991,155 3.4 3.8 4.6 2008 1,001,139 6.6 7.3 6.5

Source: Florida Research and Economic Database;

(1) Average labor force and unemployment rates during the calendar year.

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Estimated Nonagricultural Employment by Economic Sector

Fort Lauderdale Metropolitan Statistical Area (in thousands)

2004 Total

2004 Percentof Total

2005Total

2005 Percent of Total

2006 Total

2006 Percentof Total

2007 Total

2007 Percentof Total

2008 Total

2008 Percentof Total

Grand Total 733.4 100.0% 748.1 100.0% 784.0 100.0% 789.8 100.0% 772.3 100.0% Goods Producing 77.1 10.5% 82.2 11.0% 92.0 11.7% 90.7 11.5% 77.8 10.1%

Construction 46.9 6.4% 51.3 6.9% 60.0 7.7% 59.5 7.5% 49.4 6.4% Manufacturing 30.2 4.1% 30.8 4.1% 32.0 4.1% 31.1 3.9% 28.3 3.7%

Service Providing 656.4 89.5% 665.9 89.0% 691.9 88.3% 699.1 88.5% 694.5 89.9%

Trade, Transportation and Utilities 154.4 21.1% 164.5 22.0% 173.5 22.1% 174.9 22.1% 170.4 22.1% Wholesale Trade 39.5 5.4% 44.0 5.9% 47.0 6.0% 47.2 6.0% 46.4 6.0% Retail Trade 96.5 13.2% 99.1 13.2% 102.6 13.1% 103.7 13.1% 100.6 13.0% Transportation, Warehousing, and

Utilities 18.5 2.5% 21.4 2.9% 23.9 3.0% 24.0 3.0% 23.4 3.0% Financial Activities 58.7 8.0% 62.9 8.4% 67.7 8.6% 65.6 8.3% 59.6 7.7% Information N/A N/A N/A N/A 20.3 2.6% 19.9 2.5% 19.8 2.6% Professional and Business Services 134.4 18.3% 124.5 16.6% 125.4 16.0% 129.2 16.4% 123.7 16.0% Education and Health Services 82.8 11.3% 86.7 11.6% 89.0 11.4% 91.4 11.6% 98.6 12.8% Leisure and Hospitality 75.6 10.3% 77.9 10.4% 78.3 10.0% 79.5 10.1% 80.7 10.4% Other Services 30.8 4.2% 29.9 4.0% 34.3 4.4% 34.3 4.3% 34.8 4.5% Government 100.4 13.7% 100.3 13.4% 103.4 13.2% 104.2 13.2% 106.9 13.8%

Federal 7.6 1.0% 7.9 1.1% 7.9 1.0% 7.8 1.0% 7.8 1.0% State & Local 92.9 12.7% 92.4 12.4% 95.5 12.2% 96.4 12.2% 99.1 12.9%

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Largest Employers

The County has a diversified economy with a balance among technology, manufacturing, financial, international and domestic tourism, residential and commercial construction, and retail trade. There were approximately 76,100 business establishments with operations in the County at the end of Fiscal Year 2008. According to the recently released 2002 Economic Census conducted by the United States Census Bureau, more than 70% of firms within Broward County have fewer than 20 employees; while this is a smaller percentage than at the state or national level, Broward small businesses provide more employment and payroll than the state and national average. Additionally, approximately 100 of these businesses are Fortune 500 companies or divisions thereof. The next Economic Census began in 2007, and results will be published in 2009 and 2010. The table below shows the principal employers in the County for 2008.

Company EmployeesBroward County School Board 28,134 Broward County Government 11,908 Tenet Healthcare Corp. 10,156 Memorial Healthcare System 10,000 North Broward Hospital District 8,062 American Express 5,800 The Continental Group 3,900 Nova Southeastern Univ. 3,028 City of Fort Lauderdale 2,647 PRC 2,700

Source: Broward County Planning Services Division

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Per Capita Personal Income(1) Broward County, Florida, and United States

Year Ended December

31 Broward County

Percent of Florida

Percent of U.S.

State of Florida

Percent of U.S.

United States

1992 22,866 116.3% 113.6% 19,664 97.7% 20,137 1993 23,840 115.4% 114.6% 20,650 99.3% 20,800 1994 24,952 115.2 110.5 21,655 95.9 22,581 1995 26,143 111.2 111.0 23,512 99.8 23,562 1996 27,042 109.9 109.7 24,616 99.9 24,651 1997 26,721 107.4 105.2 24,869 97.9 25,412 1998 28,015 107.1 104.2 26,161 97.3 26,893 1999 27,950 105.1 100.4 26,593 95.5 27,843 2000 29,409 105.9 99.8 27,764 94.2 29,469 2001 30,702 105.9 101.0 29,048 95.5 30,413 2002 31,785 106.8 102.8 29,758 96.3 30,906 2003 32,844 109.1x 104.3x 30,116 95.6 31,487 2004 34,008 108.0 103.0 31,469 95.2 33,050 2005 36,595 108.0 106.0 34,001 106.0 34,471 2006 39,743 108.0 108.0 36,720 108.0 36,714 2007(2) N/A N/A N/A N/A N/A N/A

Source: U.S. Dept. of Commerce, Bureau of Economic Analysis. (1) Stated in current dollars (i.e., actual dollars for each year with no adjustment for inflation). (2) 2006 is the last year for which data is available. Per Capita Personal Income data will not be available at the county

level until late April 2009 for calendar year 2007.

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Taxable Sales for the County

The following table shows the taxable sales within the County for the calendar years 1997-2008 and the percentage increase in such sales for each year.

Taxable Sales ($ in Thousands)

Year Ended December 31 Taxable Sales

Percent Change from Prior Year

1997 19,551,103 3.91 1998 20,575,171 5.24 1999 21,873,432 6.31 2000 23,785,139 8.74 2001 25,422,717 6.88 2002 25,194,309 (0.90) 2003 25,122,603 (0.28)

2004 * 27,608,938x 9.90x 2005* 31,941,903 15.7 2006 34,759,141 8.82 2007 30,678,853 (11.7) 2008* 30,346,291 (1.1)

Source: State of Florida, Department of Revenue. *Year-end total estimated based on collections through August of 2008

Tourism

Tourism is an important component of the County’s economy. The combination of favorable climate (Fort Lauderdale has a mean temperature of 75.5 degrees Fahrenheit), together with diverse recreational opportunities, including theaters, parks, public beaches, yacht basins, fishing, golf, tennis, restaurants, thoroughbred racing, jai alai, and water recreational facilities, have made the County a tourist center. The County's multipurpose convention center expansion was completed in 2002 giving the facility a total of 600,000 gross square feet of space. The three level, 180,000 square foot expansion is mainly comprised of a 50,000 square feet of exhibit hall, a 33,000 square foot ballroom and 15,000 sq. ft of meeting room space. In addition, the expansion was complimented with a “Cyber” café, wireless internet access, a full service kitchen and concession stand. The existing loading dock was extended to serve the new hall by adding four new dock spaces. Connecting corridors were built at all levels in order to provide convenient access between the original building and the expansion as well as from the original building to the adjacent parking garage.

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Tourists now visit the County over the entire year instead of merely during winter months and the tourism industry is currently drawing from a worldwide market. The Greater Fort Lauderdale Convention and Visitors Bureau reported that more than 10.87 million people visited Broward County in calendar year 2008, and had an economic impact of $9.07 billion. The County’s 2008 hotel occupancy rate was 67.7%, which exceeded the state average of 60.9%, and the Average Daily Rate (ADR) was $122.80, a decrease of 1.9% over the previous year.

Building Permits

In the late 1980's, the construction of multi-family units exceeded the construction of single family homes. In contrast, the number of permits issued in the 1990's for single family homes exceeded the number of permits issued for multi-family units. The gap between the two has narrowed significantly in the recent past due to a number of factors including the very limited availability of vacant land and continued population growth, both of which have contributed to increased housing density. The yearly data for building permits is presented in the following table.

Building Permits Issued in Broward County ($ in Thousands)

Calendar Year

Single Family Units

Single Family

Valuation

Multi- Family Units

Multi- Family

Valuation

Total Residential

Units

Total Residential Valuation(1)

Total Non-

Residential Valuation(2)

Permit Valuation(3)

1996 9,857 966,196 5,161 315,018 15,018 1,281,214 847,021 2,128,235

1997 7,481 N/A 5,549 N/A 13,030 1,274,826 N/A 1,274,826

1998 8,797 N/A 3,687 N/A 12,484 1,277,947 N/A 1,277,947

1999 8,571 N/A 3,449 N/A 12,020 1,406,750 N/A 1,406,750

2000 9,148 N/A 2,689 N/A 11,837 1,459,803 N/A 1,459,803

2001 8,296 N/A 2,490 N/A 10,786 1,383,892 N/A 1,383,892

2002 5,701 N/A 6,319 N/A 12,020 1,561,660 N/A 1,561,660

2003 3,931 N/A 4,432 N/A 8,363 1,080,166 N/A 1,080,166

2004 4,811 N/A 3,980 N/A 8,791 1,077,816 N/A 1,077,816

2005 3,353 N/A 2,817 N/A 6,170 1,112,104 N/A 1,112,104

2006 3,308 N/A 3,378 N/A 6,686 991,153 N/A 991,153

2007 1,754 N/A 2,179 N/A 3,933 617,307 N/A 617,307

2008 967 N/A 1,205 N/A 2,172 346,893 N/A 346,893

Sources: Bureau of Economic and Business Research, University of Florida; Sun-Sentinel Research Services; U.S. Bureau of the Census.

(1) Includes valuation of fixtures such as pools and recreation areas. (2) Includes commercial and industrial construction. Since 1997, this information has not been readily available

from other sources. (3) Prior to 1997, this figure includes permits for additions, alterations, and repairs of existing structures.

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Education

Broward County Public Schools is the sixth largest district in the nation with approximately 259,000 students currently enrolled and a fiscal year 2008-2009 budget of $5.01 billion. The system consists of 283 schools: 138 elementary schools, 42 middle schools, and 32 high schools. In addition, there are 55 charter schools and 16 other sites for adult community, vocational, and training centers. Broward County Public Schools is an independent operating and taxing entity, meaning that it is separate from the County.

There are three four-year colleges and universities in the County: Florida Atlantic University and Florida International University, which are public, and Nova Southeastern University, which is private. Florida Atlantic University and Florida International University are two of the nine universities in the State of Florida University system. Broward College, Prospect Hall College, City College, Fort Lauderdale College, the Art Institute of Fort Lauderdale, and Keiser Institute of Technology are two-year colleges located in the County. There are also seven educational institutions in the County with degree or certificate programs providing vocational and technical education.

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APPENDIX B

BASIC FINANCIAL STATEMENTS OF THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

FOR THE FISCAL YEAR ENDED JUNE 30, 2008

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APPENDIX C

FORMS OF CERTAIN LEGAL DOCUMENTS

Form of Master Trust Agreement

Form of Series 2009A Supplemental Trust Agreement

Form of Master Lease Purchase Agreement

Form of Schedule 2009A-1

Form of Schedule 2009A-2

Form of Series 2009A Ground Lease

Form of Series 2009A Assignment Agreement

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SERIES 2009A SUPPLEMENTAL TRUST AGREEMENT

by and between

BROWARD SCHOOL BOARD LEASING CORP.

and

U.S. BANK NATIONAL ASSOCIATION

(as successor to First Union National Bank of Florida),

as Trustee

Dated as of June 1, 2009

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TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS

SECTION 101. DEFINITIONS.................................................................................................2

ARTICLE II THE SERIES 2009A CERTIFICATES

SECTION 201. AUTHORIZATION, PURPOSE, TERMS OF SERIES 2009A CERTIFICATES..................................................................................8

SECTION 202. ISSUANCE OF SERIES 2009A CERTIFICATES......................................12 SECTION 203. SERIES 2009A PROJECT ............................................................................13

ARTICLE III PREPAYMENTS

SECTION 301. EXTRAORDINARY PREPAYMENT.........................................................13 SECTION 302. MANDATORY SINKING FUND PREPAYMENT ...................................15 SECTION 303. OPTIONAL PREPAYMENT; EXTRAORDINARY

OPTIONAL PREPAYMENT .......................................................................16

ARTICLE IV ESTABLISHMENT OF ACCOUNTS; APPLICATION OF SERIES 2009A CERTIFICATE

PROCEEDS

SECTION 401. ESTABLISHMENT OF ACCOUNTS. ........................................................16 SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2009A

CERTIFICATES............................................................................................17

ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2009A CERTIFICATES

SECTION 501. SERIES 2009A CREDIT FACILITY...........................................................18 SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES

2009A CREDIT FACILITY ISSUER...........................................................19 SECTION 503. CLAIMS UPON THE SERIES 2009A CREDIT FACILITY......................20 SECTION 504. CONTINUING DISCLOSURE ....................................................................25 SECTION 506. PROVISIONS OF MASTER TRUST AGREEMENT NOT

OTHERWISE MODIFIED ...........................................................................26 SECTION 506. COUNTERPARTS........................................................................................26 SECTION 507. HEADINGS ...................................................................................................26 SECTION 508. LAWS ............................................................................................................26

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SECTION 509. AMENDMENT OF MASTER TRUST AGREEMENT .............................26 SECTION 510. AMENDMENT OF SERIES 2009A SUPPLEMENTAL

TRUST AGREEMENT.................................................................................27 SECTION 511. NOTICES.......................................................................................................27 EXHIBIT A-1 - FORM OF SERIES 2009A-BAB CERTIFICATE EXHIBIT A-2 - FORM OF SERIES 2009A-QSCB CERTIFICATE EXHIBIT B - FORM OF REQUISITION

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THIS SERIES 2009A SUPPLEMENTAL TRUST AGREEMENT, dated as of June 1, 2009 (the “Series 2009A Supplemental Trust Agreement”), supplementing the Master Trust Agreement, dated as of July 1, 1990, as amended (the “Master Trust Agreement” and together with the Series 2009A Supplemental Trust Agreement, the “Trust Agreement”), by and between BROWARD SCHOOL BOARD LEASING CORP. (the “Corporation”), a not-for-profit corporation, duly organized and existing under the laws of the State of Florida, as lessor under the within mentioned Master Lease, and U.S. BANK NATIONAL ASSOCIATION (as successor to First Union National Bank of Florida), a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Miami, Florida, with corporate trust powers qualified to accept trusts of the type set forth in the Trust Agreement, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, The School Board of Broward County, Florida (the “School Board”) has deemed it to be in its best interest to lease-purchase certain real and personal property from time to time and has entered into the Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (the “Master Lease”) between the Corporation, as lessor, and the School Board, as lessee; and

WHEREAS, pursuant to the Master Lease, the School Board may from time to time, by execution of a Schedule to the Master Lease, direct the Corporation to acquire, construct and lease-purchase to the School Board the items of real or personal property described in such Schedule (which items of property are collectively referred to herein as “Facilities”); and

WHEREAS, provision for the payment of the cost of acquiring, constructing and installing such Facilities may be made by the issuance and sale from time to time of one or more Series (as defined in the Trust Agreement) of certificates of participation issued under the Trust Agreement (the “Certificates”), which shall be secured by and be payable from Basic Lease Payments to be made by the School Board pursuant to the Master Lease and related Schedules; and

WHEREAS, the Trustee, at the direction of the Corporation, has issued Series of Certificates of Participation from time to time to provide funds for the lease purchase financing of certain Facilities and the refinancing of the lease-purchase of certain Facilities; and

WHEREAS, the Trustee, at the request of the Corporation, has agreed to issue an additional Series of Certificates to provide funds for the lease purchase financing of certain Facilities; and

WHEREAS, each Series of Certificates shall be secured independently from each other Series of Certificates, except as otherwise provided in the Trust Agreement; and

WHEREAS, the School Board and the Corporation have executed Schedule 2009A-1 and Schedule 2009A-2, each dated as of the date hereof, for the lease-purchase of the Series 2009A Facilities (as hereinafter defined); and

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WHEREAS, the Corporation has assigned to the Trustee all of its right, title and interest in and to the Series 2009A Ground Lease and the Series 2009A Leases (each as hereinafter defined) and the Lease Payments, other than its rights to indemnification and to receive notices and its right to hold title to certain of the Series 2009A Facilities, pursuant to the Series 2009A Assignment Agreement dated as of June 1, 2009 (the “Series 2009A Assignment Agreement”) between the Corporation and the Trustee; and

WHEREAS, the Trustee has received an order from an Authorized Corporation Representative relating to the issuance of $133,963,000.00 aggregate principal amount of Certificates of Participation, Series 2009A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor (the “Series 2009A Certificates”); and

WHEREAS, the proceeds of the Series 2009A Certificates shall be used pursuant to the Trust Agreement to finance the acquisition, construction and installation of the Series 2009A Facilities and to pay costs of issuance of the Series 2009A Certificates; and

WHEREAS, the Series 2009A Certificates shall be secured in the manner provided in the Trust Agreement and shall have the terms and provisions contained in this Series 2009A Supplemental Trust Agreement; and

WHEREAS, all things necessary to make the Series 2009A Certificates, when executed by the Trustee and issued as provided herein and in the Trust Agreement, the valid, binding and legal obligations according to the terms thereof, have been done and performed, and the creation, execution and delivery of this Series 2009A Supplemental Trust Agreement, and the creation, execution and issuance of the Series 2009A Certificates subject to the terms thereof, have in all respects been duly authorized;

NOW, THEREFORE, THIS SERIES 2009A SUPPLEMENTAL TRUST

AGREEMENT WITNESSETH:

ARTICLE I

DEFINITIONS

SECTION 101. DEFINITIONS. Words and terms that are defined in the Master Trust Agreement shall have the same meanings ascribed to them when used herein, unless the context or use indicates a different meaning or intent. In addition to the words and terms defined in the Master Trust Agreement or elsewhere defined in this Series 2009A Supplemental Trust Agreement, the following words and terms as used herein with respect to the Series 2009A Certificates shall have the following meaning unless the context or use indicates another or different meaning or intent:

“Accountable Event of Loss of Qualified School Construction Bond Status” shall mean (a) any act or any failure to act on the part of the School Board, which act or failure to act is a breach of a covenant or agreement of the School Board contained in the Series 2009A Leases or the Arbitrage Certificate regarding the issuance of the Series 2009A-QSCB Certificates, or in

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the Series 2009A-QSCB Certificates and which act or failure to act causes the Series 2009A-QSCB Certificates to lose their status, or fail to qualify, as Qualified School Construction Bonds, or (b) the making by the School Board of any representation contained in the Series 2009A Leases or the Arbitrage Certificate regarding the issuance of the Series 2009A-QSCB Certificates, or in the Series 2009A-QSCB Certificates, which representation was untrue when made and the untruth of which representation at such time causes the Series 2009A-QSCB Certificates to lose their status, or fail to qualify, as Qualified School Construction Bonds under the Code.

“Authorized Denomination” shall mean (i) with respect to the Series 2009A-Tax-Exempt Certificates, $5,000 or integral multiples thereof, (ii) with respect to the Series 2009A-BAB Certificates, $5,000 plus any integral multiple of $5,000 in excess of $100,000, and (iii) with respect to the Series 2009A-QSCB Certificates, $100,000 or integral multiples thereof except that one Series 2009A-QSCB Certificate may include as an Authorized Denomination $13,000 in excess of $100,000 or integral multiples thereof.

“BABs” or “Build America Bonds” shall mean build America bonds as defined in Sections 54AA of the Code.

“BAB Credit Payments” shall mean the direct pay interest credit paid directly to the School Board by the Secretary of the United States Department of the Treasury pursuant to provisions of Sections 54AA(g) and 6431 of the Code in an amount equal to thirty-five percent (35%) of the interest portion of Basic Lease Payments paid by the School Board with respect to the Series 2009A-BAB Certificates.

“BAB Subaccount of the Series 2009A Acquisition Account” shall mean the BAB Subaccount of the Series 2009A Acquisition Account established in Section 401 hereof.

“BAB Subaccount of the Series 2009A Lease Payment Account” shall mean the BAB Subaccount of the Series 2009A Lease Payment Account established in Section 401 hereof.

“Business Day” shall mean a day other than (a) a Saturday, Sunday or day on which banks in the State of New York or banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.

“Closing Date” shall mean the date of delivery of the (a) Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates to the Series 2009A Underwriters against payment therefor and (b) the Series 2009A-QSCB Certificates to the purchaser thereof against payment therefor.

“Continuing Disclosure Certificate” shall mean that certain Continuing Disclosure Certificate, dated June 17, 2009, executed and delivered by the School Board in connection with the issuance of the Series 2009A Certificates.

“Date of Loss of Qualified School Construction Bond Status” shall mean the date specified in a Determination of Loss of Qualified School Construction Bond Status as the date from and after which the Series 2009A-QSCB Certificates lost their status, or failed to qualify, as

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Qualified School Construction Bonds as a result of an Accountable Event of Loss of Qualified School Construction Bond Status, which date could be as early as the date of issuance of the Series 2009A-QSCB Certificates.

“Determination of Loss of Qualified School Construction Bond Status” shall mean (a) a final determination by the Internal Revenue Service (after the School Board has exhausted all administrative appeal remedies) determining that an Accountable Event of Loss of Qualified School Construction Bond Status has occurred and specifying the Date of Loss of Qualified School Construction Bond Status, or (b) a non-appealable holding by a court of competent jurisdiction holding that an Accountable Event of Loss of Qualified School Construction Bond Status has occurred and specifying the Date of Loss of Qualified School Construction Bond Status.

“Expenditure Period” shall mean with respect to the Series 2009A-QSCB Certificates the three-year period beginning on the Closing Date, as such period my be extended pursuant to Section 54A(d)(2)(B) of the Code.

“Extraordinary Event” shall mean, at the discretion of the School Board, that a material adverse change has occurred to Section 54AA or 6431 of the Code (as such sections were added by Section 1531 of the Recovery Act, pertaining to BABs) or there is any guidance published by the Internal Revenue Service or the United States Treasury with respect to such sections or any other determination by the Internal Revenue Service of the United States Treasury, which determination is not the result of any act or omission by the School Board to satisfy the requirement to qualify for BAB Credit Payments, and the BAB Credit Payments are reduced or eliminated.

“Favorable Opinion” means a written opinion of Special Tax Counsel addressed to the School Board and the Trustee to the effect that the action proposed to be taken will not adversely affect, as applicable, (i) the excludability from gross income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Series 2009A-Tax-Exempt Certificate (subject to the inclusion of any exception provided under the Code), (ii) the BAB Credit Payments, or (iii) the status of the Series 2009A-QSCB Certificates as Qualified School Construction Bonds.

“Financing Documents” shall mean, collectively, the Series 2009A Leases, the Trust Agreement, the Series 2009A Ground Lease and the Series 2009A Assignment Agreement, each as may be amended from time to time.

“Fitch” shall mean Fitch Ratings.

“Interest Payment Date” shall mean with respect to Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, (a) each January 1 and July 1, commencing January 1, 2010, (b) with respect to any Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates which are to be prepaid, any date on which such prepayment is made, and (c) the applicable Maturity Date.

“Maturity Date” shall mean, as applicable, (a) with respect to the Series 2009A-Tax-Exempt Certificates, July 1 in the years 2025 through 2027, inclusive, (b) with respect to Series

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2009A-BAB Certificates, July 1 2034, and (c) with respect to the Series 2009A-QSCB Certificates, June 17, 2024.

“Moody’s” shall mean Moody’s Investors Service.

“Participating Underwriter” shall mean any of the original underwriters of the Series 2009A Certificates required to comply with the Rule in connection with the offering of the Series 2009A Certificates.

“Prepayment Premium” shall mean, as calculated by the School Board (or, at the School Board’s option, by its investment or financial advisor), the greater of (x) zero and (y) an amount calculated as (a) the sum of the present values of the remaining scheduled payments of principal of and tax credits related to the Series 2009A-QSCB Certificates called for prepayment (exclusive of interest accrued to the date of prepayment), discounted to the date of prepayment on a semiannual basis (assuming a 360-day year, consisting of 12 months of 30 days each) at a rate per annum equal to the Treasury Rate, minus (b) the principal amount of the Series 2009A-QSCB Certificates called for prepayment.

“QSCBs” or “Qualified School Construction Bonds” shall mean qualified school construction bonds as defined in Sections 54A and 54F of the Code.

“QSCB Subaccount of the Series 2009A Acquisition Account” shall mean the QSCB Subaccount of the Series 2009A Acquisition Account established in Section 401 hereof.

“QSCB Subaccount of the Series 2009A Lease Payment Account” shall mean the QSCB Subaccount of the Series 2009A Lease Payment Account established in Section 401 hereof.

“Qualified Purpose” (a) with respect to the Series 2009A-QSCB Certificates, shall mean the expenditure of proceeds for the construction, rehabilitation, or repair of a public school facility or the acquisition of land on which such a facility is to be constructed if (i) prior to the payment of the original expenditure, the School Board has declared its intent to reimburse such expenditure with the proceeds of the Series 2009A-QSCB Certificates, (ii) not later than 60 days after payment of the original expenditure, the School Board adopts an official intent to reimburse the original expenditure with such proceeds, and (iii) the reimbursement is made not later than 18 months after the date the original expenditure is paid; and (b) with respect to the Series 2009A-BAB Certificates, shall mean the expenditure of proceeds for capital expenditures.

“Rating Agency” shall mean each of Moody’s, Standard & Poor’s and Fitch, and any other nationally recognized rating service not unacceptable to the Series 2009A Credit Facility Issuer which, at the request of the School Board, shall have provided a rating on any Outstanding Series 2009A Certificates.

“Record Date” shall mean the fifteenth (15th) calendar day, whether or not a Business Day, of the month preceding an Interest Payment Date.

“Recovery Act” shall mean the American Recovery and Reinvestment Act of 2009.

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“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Series 2009A Acquisition Account” shall mean the Series 2009A Acquisition Account established in Section 401 hereof.

“Series 2009A-BAB Certificates” shall mean the $63,910,000 Certificates of Participation, Series 2009A-BAB (Federally Taxable-Direct Payment-Build America Bonds) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor, on a parity with the Series 2009A-QSCB Certificates and the Series 2009A-Tax-Exempt Certificates.

“Series 2009A Certificates” shall mean collectively, the Series 2009A-BAB Certificates, Series 2009A-QSCB Certificates and Series 2009A-Tax-Exempt Certificates.

“Series 2009A Cost of Issuance Subaccount” shall mean the Series 2009A Cost of Issuance Subaccount within the Series 2009A Acquisition Account established in Section 401 hereof.

“Series 2009A Credit Facility” shall mean the financial guaranty insurance policy issued by the Series 2009A Credit Facility Issuer on June 17, 2009, guaranteeing scheduled payment of the principal and interest portion of Basic Lease Payments payable under the Series 2009A Leases represented by the Series 2009A-Tax-Exempt Certificates when due.

“Series 2009A Credit Facility Issuer” shall mean Assured Guaranty Corp., a Maryland insurance corporation, or any successor thereto or assignee thereof.

“Series 2009A Facilities” shall mean, collectively, the Facilities described in Schedule 2009A-1 and Schedule 2009A-2 to the Master Lease.

“Series 2009A-1 Facility Sites” shall mean the Facility Sites to be ground leased or subleased by the School Board to the Corporation pursuant to the Series 2009A Ground Lease, as the same may be amended or supplemented from time to time.

“Series 2009A Ground Lease” shall mean the Series 2009A Ground Lease dated as of June 1, 2009 between the School Board and the Corporation, as the same may be amended or supplemented from time to time.

“Series 2009A Lease Payment Account” shall mean the Series 2009A Lease Payment Account established in Section 401 hereof.

“Series 2009A Leases” shall mean, collectively, the Series 2009A-1 Lease and Series 2009A-2 Lease.

“Series 2009A Prepayment Account” shall mean the Series 2009A Prepayment Account established in Section 401 hereof.

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“Series 2009A Project” shall mean the lease-purchase financing, acquisition, construction and installation of the Series 2009A Facilities, the leasing of the Series 2009A-1 Facility Sites by the School Board to the Corporation pursuant to the Series 2009A Ground Lease and the subleasing of the Series 2009A-1 Facility Sites, and the leasing of the Series 2009A Facilities, to the School Board pursuant to the Series 2009A Leases.

“Series 2009A-1 Lease” shall mean the Master Lease, as supplemented by Schedule 2009A-1.

“Series 2009A-2 Lease” shall mean the Master Lease, as supplemented by Schedule 2009A-2.

“Series 2009A-QSCB Certificates” shall mean the $49,913,000 Certificates of Participation, Series 2009A-QSCB (Tax Credit-Qualified School Construction Bonds) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor, on a parity with the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates.

“Series 2009A-Tax-Exempt Certificates” shall mean the $20,140,000 Certificates of Participation, Series 2009A-Tax-Exempt Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor, on a parity with the Series 2009A-BAB Certificates and the Series 2009A-QSCB Certificates.

“Series 2009A Underwriters” means, with respect to the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc. and Rice Financial Products Company.

“Standard & Poor’s” shall mean Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc.

“Tax Credit Allowance Date” shall mean a date on which the owner of a Series 2009A-QSCB Certificate is entitled to a tax credit.

“Tax-Exempt Subaccount of the Series 2009A Acquisition Account” shall mean the Tax-Exempt Subaccount of the Series 2009A Acquisition Account established in Section 401 hereof.

“Tax-Exempt Subaccount of the Series 2009A Lease Payment Account” shall mean the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account established in Section 401 hereof.

“Treasury Rate” shall mean, as of any Prepayment Date, the yield to maturity as of such Prepayment Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become

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publicly available at least two Business Days prior to the Prepayment Date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Prepayment Date to the applicable Maturity Date of the Series 2009A-QSCB Certificates or Series 2009A-BAB Certificates to be prepaid; provided, however, that if the period from the Prepayment Date to the applicable Maturity Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

ARTICLE II

THE SERIES 2009A CERTIFICATES

SECTION 201. AUTHORIZATION, PURPOSE, TERMS OF SERIES 2009A

CERTIFICATES. (a) There is hereby created a Series of Certificates to be issued under the Trust Agreement consisting of three sub-series to be known as (i) “Certificates of Participation, Series 2009A-BAB (Federally Taxable-Direct Payment-Build America Bonds) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor,” (ii) “Certificates of Participation, Series 2009A-QSCB (Tax Credit-Qualified School Construction Bonds) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor” and (iii) “Certificates of Participation, Series 2009A-Tax-Exempt Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor”. The Series 2009A Certificates shall be issued for the purpose of (i) financing the acquisition, construction and installation of the Series 2009A Facilities, and (ii) paying Costs of Issuance of the Series 2009A Certificates; provided however, that proceeds of Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates shall be used only for Qualified Purposes and payment of Cost of Issuance of the Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates shall not exceed 2% of the proceeds of the Series 2009A-QSCB Certificates and Series 2009A-BAB Certificates, respectively.

(b) The principal portion represented by the Series 2009A Certificates due at maturity or upon prepayment thereof, whichever is earlier, shall represent undivided proportionate interests in the principal portion of the Basic Lease Payments due on each of the Lease Payment Dates set forth on Schedule 2009A-1 and Schedule 2009A-2 to the Master Lease.

(c) The interest portion represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates shall represent an undivided proportionate interest in the interest portion of Basic Lease Payments due on each Lease Payment Date as set forth on Schedule 2009A-1 and Schedule 2009A-2 to the Master Lease and shall be payable on each applicable Interest Payment Date to and including the Maturity Date or date of prepayment, whichever is

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earlier. There is no interest portion of Basic Lease Payments due under the Series 2009A Leases with respect to the Series 2009A-QSCB Certificates.

(d) The Series 2009A Certificates shall be dated the Closing Date and shall also show the date of authentication thereof. The interest portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates shall be payable from the Interest Payment Date next preceding the date of execution and delivery to which payment has been made or provided for, unless a Series 2009A-BAB Certificate or a Series 2009A-Tax-Exempt Certificate is issued prior to January 1, 2010, in which case such Series 2009A-BAB Certificate or Series 2009A-Tax-Exempt Certificate shall represent the right to receive interest from the Closing Date.

(i) The Series 2009A-BAB Certificates shall initially be issued in the aggregate principal amount of $63,910,000, shall mature on July 1, 2034, and shall represent the right to receive interest at the annual rate of 7.40%, calculated on the basis of a 360-day year comprised of twelve 30-day months

(ii) The Series 2009A-Tax-Exempt Certificates shall initially be issued in the aggregate principal amount of $20,140,000, shall mature on July 1 in the years and in the principal amounts set forth below, and shall represent the right to receive interest at the annual rates, calculated on the basis of a 360-day year comprised of twelve 30-day months, set forth opposite such years and amounts, respectively.

Year

(July 1)

Principal

Amount

Interest

Rate

2025 $ 6,215,000 5.000% 2026 6,550,000 5.125 2027 7,375,000 5.250

(iii) The QSCB Certificates shall initially be issued in the aggregate principal

amount of $49,913,000, and shall mature on June 17, 2024.

(e) The Series 2009A Certificates shall be delivered in registered form in Authorized Denominations. Unless the Corporation shall otherwise direct, the Series 2009A Certificates shall be lettered and numbered in such manner as the Trustee shall deem adequate and appropriate. Subject to the provisions of the Trust Agreement, the Series 2009A-Tax-Exempt Certificates shall be substantially in the form set forth in Exhibit A of the Trust Agreement, the Series 2009A-BAB Certificates and the Series 2009A-QSCB Certificates shall be substantially in the forms set forth in Exhibit A-1 and A-2 hereto, respectively.

(f) The principal portion or Prepayment Price of the Series 2009A Certificates shall be payable at the designated corporate trust office of the Trustee. Except as otherwise provided in connection with the maintenance of a book-entry only system of registration of the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates, the interest portion represented by the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt

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Certificates shall be payable by check or draft of the Trustee mailed to the holders of the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates at the address of such holder shown on the registration records maintained by the Trustee as of the Record Date next preceding the applicable Interest Payment Date. Such interest portion may be paid by wire transfer within the United States to the registered owners of $1,000,000 or more in aggregate principal amount of Series 2009A-BAB Certificates or of Series 2009A-Tax-Exempt Certificates upon their request in writing received no later than the Record Date next preceding any Interest Payment Date. The Trustee may charge such holders a reasonable fee for the cost of the wire transfer.

(g) So long as there shall be maintained a book-entry only system with respect to the Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates the following provisions shall apply:

The Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates shall initially be issued in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), which will act initially as securities depository for the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, and so long as the Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates are held in book-entry only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates shall be deposited with DTC, which shall be responsible for maintaining a book-entry only system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with DTC Participants, either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates (“Beneficial Owners”).

The principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates shall be payable directly to Cede & Co. in care of DTC. The interest portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates and the Series 2009A-Tax-Exempt Certificates shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee, the Corporation or the School Board.

The Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates shall initially be issued in the form of one fully registered Series 2009A-BAB Certificate and Series 2009A-Tax-Exempt Certificate, respectively, for each maturity of each subseries (and for each interest rate within a maturity) and shall be held in such form until maturity. Individuals may purchase beneficial interests in the amount of Authorized Denominations thereof in book-entry only form, without certificated Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates through DTC Participants and Indirect Participants.

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During the period for which Cede & Co. is registered owner of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, any notice to be provided to any registered owner will be provided to Cede & Co. DTC shall be responsible for notice to DTC Participants and DTC Participants shall be responsible for notice to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notice to individual purchasers of beneficial interests.

(i) Neither the School Board, the Trustee nor any of their respective affiliates shall have any responsibility or obligation with respect to:

(A) the accuracy of the records of DTC or any DTC Participant with respect to any beneficial ownership interest in the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates;

(B) the delivery to any DTC Participant, any beneficial owner of the Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates or any other Person, other than DTC, of any notice with respect to the Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates; or

(C) the payment to any DTC Participant, any beneficial owner of the Series 2009A-BAB Certificates or Series 2009A-Tax-Exempt Certificates or any other Person, other than DTC, of any amount with respect to the principal or interest portions of Basic Lease Payments represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates.

(ii) So long as the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates are issued pursuant to this subsection (g), the School Board and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates for all purposes whatsoever, including without limitation:

(A) the payment of the principal and interest portions, if applicable, of Basic Lease Payments represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates;

(B) giving notices of prepayment and other matters with respect to the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates;

(C) registering transfer with respect to the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates; and

(D) the selection of Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, for prepayment.

The School Board has entered into a Blanket Issuer Letter of Representations with DTC providing for such book-entry only system. Such agreement may be terminated at any time by either DTC or the School Board. In the event of such termination, the School Board shall select another securities depository. If the School Board does not replace DTC, the Trustee will

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register and deliver to the Beneficial Owners replacement Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, in the form of fully registered Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, respectively, in Authorized Denominations, in accordance with instructions from Cede & Co.

Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates will be issued directly to owners of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, respectively, other than DTC, or its nominee, upon the occurrence of the following events (subject, however, to operation of the two sentences following clause (3) below):

(1) DTC determines not to continue to act as securities depository for the Series 2009A-BAB Certificates and/or Series 2009A-Tax-Exempt Certificates; or

(2) the School Board has advised DTC of its determination that DTC is

incapable of discharging its duties; or

(3) the School Board has determined that it is in the best interest of holders of the Series 2009A-BAB Certificates and/or Series 2009A-Tax-Exempt Certificates not to continue the book-entry system of transfer or that interests of the Beneficial Owners of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, respectively, might be adversely affected if the book-entry system of transfer is continued.

Upon occurrence of the event described in (1) or (2) above the School Board shall attempt to locate another qualified Securities Depository. If the School Board fails to locate another qualified Securities Depository to replace DTC, the Trustee shall authenticate and deliver Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates in certificated form. In the event the School Board makes the determination noted in (2) or (3) above, and has made provisions to notify the Beneficial Owners of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates of the availability of Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, as applicable, by mailing an appropriate notice to DTC, the School Board shall cause the Trustee to authenticate and deliver Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, as applicable, in certificated form to DTC’s Participants (as requested by DTC) in appropriate amounts.

SECTION 202. ISSUANCE OF SERIES 2009A CERTIFICATES. The Series 2009A Certificates shall be issued upon delivery to the Trustee of the applicable documents referred to in Section 304 of the Trust Agreement and the payment of the purchase price therefor. In addition to the documents referred to in Section 304 of the Trust Agreement, there shall also be delivered by the School Board to the Trustee at the time of such application of proceeds an Opinion of Counsel with respect to each Series 2009A-1 Facility Site to the effect that there are no liens or encumbrances thereon that are not Permitted Encumbrances under the Master Lease, and that there shall be no merger of the fee estate of the School Board in the Series 2009A-1 Facility Sites with the leasehold estates created by the Series 2009A Ground Lease or the Series 2009A-1 Lease, notwithstanding the fact that the same person may hold one or more leasehold estates and such fee estate. To the extent that one or more Series 2009A-1 Facility Sites have not yet been acquired by the School Board at the time of execution hereof, the Series 2009A Ground

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Lease and Schedule 2009A-1 shall be amended at the time of each acquisition to insert the legal description of each Series 2009A-1 Facility Site and additional Permitted Encumbrances relating thereto, without the consent of the Series 2009A Credit Facility Issuer or the Series 2009A Certificate holders.

SECTION 203. SERIES 2009A PROJECT. Upon delivery of the Series 2009A Certificates, the Series 2009A Project shall be effectuated as provided in the Trust Agreement and the Series 2009A Leases.

ARTICLE III

PREPAYMENTS

SECTION 301. EXTRAORDINARY PREPAYMENT.

(a) The Series 2009A-Tax-Exempt Certificates shall not be subject to extraordinary prepayment.

(b) The Series 2009A-QSCB Certificates are subject to extraordinary prepayment as follows:

(i) Extraordinary Mandatory Prepayment from Unexpended Proceeds of the

Series 2009A-QSCB Certificates. The Series 2009A-QSCB Certificates are subject to extraordinary mandatory prepayment, in whole or in part, on September 15, 2012, or, in the event of an extension negotiated with the Internal Revenue Service, on a Tax Credit Allowance Date that occurs on or before the ninetieth day following the last day of the extension, in Authorized Denominations, at a Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, in an amount equal to the unexpended proceeds of the sale of the Series 2009A-QSCB Certificates held by the Trustee, but only to the extent that the School Board fails to expend all of the available project proceeds of the Series 2009A-QSCB Certificates within three years of issuance thereof and no extension of the period for expenditure has been granted by the Internal Revenue Service.

(ii) Extraordinary Mandatory Prepayment Due to Loss of Qualified School

Construction Bond Status. Upon a Determination of Loss of Qualified School Construction Bond Status, the Series 2009A-QSCB Certificates are subject to extraordinary mandatory prepayment prior to their fixed Maturity Date, in whole, on the earliest practicable date designated by the School Board, but in no case later than the December 15 following the next succeeding June 1 after a Determination of Loss of Qualified School Construction Bond Status, at a Prepayment Price equal to (i) the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, plus (ii) the Prepayment Premium, plus (iii) accrued interest on the principal amount of the Series 2009A-QSCB Certificates called for prepayment (calculated at the tax credit rate) from the Tax Credit Allowance Date immediately preceding the Prepayment Date, to the date of prepayment.

In addition, in the event that any tax credits recognized prior to the date of prepayment are determined to be ineligible as tax credits as a result of the Determination of Loss of Qualified

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School Construction Bond Status, the Prepayment Price shall include an additional amount payable to the owners as of the applicable Tax Credit Allowance Dates of the Series 2009A-QSCB Certificates for such tax credits equal to the amount of such tax credits, plus interest thereon from the applicable Tax Credit Allowance Date to the date of prepayment, at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

The Trustee will effect each mandatory prepayment of the Series 2009A-QSCB Certificates by prepaying pro rata to each person who is the Owner of a Series 2009A-QSCB Certificate to be prepaid on a Prepayment Date, an amount of such Series 2009A-QSCB Certificates determined by multiplying the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates to be prepaid on said Prepayment Date by a fraction, the numerator of which is the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates owned by such Owner and the denominator of which is the principal portion of Basic Lease Payments represented by all Series 2009A-QSCB Certificates outstanding immediately prior to the date of prepayment, and then rounding the product down to the next lower Authorized Denomination. The Trustee will apply, to the extent possible, any remaining amount of proceeds to prepay such Series 2009A-QSCB Certificates in Authorized Denominations and will select, by lot, the units to be prepaid from all such Owners, which selection shall be conclusive.

Prepayment shall be effected in Authorized Denominations, so that any Series 2009A-QSCB Certificate prepaid in part shall remain in an Authorized Denomination.

Notice of prepayment of the Series 2009A-QSCB Certificates will be mailed postage prepaid not less than thirty (30) nor more than sixty (60) days prior to the Prepayment Date (i) by first class mail to the respective Owners of Series 2009A-QSCB Certificates at the addresses appearing on the registration books of the Trustee, and (ii) as may be further required in accordance with the Continuing Disclosure Certificate.

Each notice of prepayment shall contain all of the following information: (i) the date of such notice; (ii) the name of the affected Series 2009A-QSCB Certificates and the date of issue of the Series 2009A-QSCB Certificates; (iii) the Prepayment Date; (iv) the Prepayment Price, if available; (v) the dates of maturity of the Series 2009A-QSCB Certificates to be prepaid; (vi) if less than all of the Series 2009A-QSCB Certificates are to be prepaid, the distinctive numbers of the Series 2009A-QSCB Certificates of each maturity to be prepaid; (vii) in the case of Series 2009A-QSCB Certificates prepaid in part only, the respective maturities or portions of the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates of each maturity to be prepaid; (viii) the CUSIP number, if any, of each maturity of Series 2009A-QSCB Certificates to be prepaid; and (ix) a statement that such Series 2009A-QSCB Certificates must be surrendered by the Owners at the principal corporate trust office of the Trustee, or at such other place or places designated by the Trustee.

The actual receipt by any Owner of any Series 2009A-QSCB Certificate of notice of such prepayment will not be a condition precedent to prepayment, and failure to receive such notice, or any defect in the notice given, will not affect the validity of the proceedings for the prepayment of such Series 2009A-QSCB Certificates.

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When notice of prepayment has been given, substantially as described above, and when the amount necessary for the payment of principal of and premium, if any, is set aside for such purpose, the Series 2009A-QSCB Certificates designated for prepayment will become due and payable on the date fixed for prepayment thereof, and upon presentation and surrender of said Series 2009A-QSCB Certificates at the place specified in the notice of prepayment, such Series 2009A-QSCB Certificates will be prepaid and paid at the Prepayment Price thereof out of the money provided therefor.

Upon notice from the School Board that the School Board has cured the conditions that caused the Series 2009A-QSCB Certificates to be subject to extraordinary mandatory prepayment, the School Board may rescind any such prepayment and notice thereof on any date prior to the date fixed for prepayment by causing written notice of the rescission to be given to the Owners of the Series 2009A-QSCB Certificates so called for prepayment. Notice of rescission will be given in the same manner in which notice of prepayment was originally given.

SECTION 302. MANDATORY SINKING FUND PREPAYMENT.

The Series 2009A-BAB Certificates are subject to mandatory prepayment prior to maturity in part, from payments of the principal portion of Basic Lease Payments as set forth in the Series 2009A Leases, through the operation of a sinking fund on each July 1 in the years and in the amounts set forth below at a Prepayment Price of par plus the interest accrued to the Prepayment Date.

Year

(July 1)

Principal

Amount

Year

(July 1)

Principal

Amount

2028 $ 7,290,000 2032 $ 9,710,000 2029 7,835,000 2033 10,425,000 2030 8,415,000 2034* 11,195,000 2031 9,040,000

__________________ * Maturity.

Any Series 2009A Certificate subject to mandatory sinking fund prepayment may be purchased by the School Board prior to the forty-fifth (45th) day preceding the respective Prepayment Date at a price (including any brokerage and other charges) not exceeding the principal portion represented thereby, plus accrued interest to the date of purchase. At its option, to be exercised on or before the forty-fifth (45th) day next preceding any such applicable Prepayment Date, the School Board may receive a credit against its mandatory prepayment obligation for the applicable subseries of Series 2009A Certificates which prior to such date have been (i) purchased by the School Board and presented to the Trustee for cancellation or (ii) prepaid (otherwise than through the operation of the sinking fund) and canceled by the Trustee and not theretofore applied as a credit against any sinking fund prepayment obligation. Each Series 2009A Certificate so purchased, delivered or previously prepaid and cancelled shall be credited by the Trustee at 100% of the principal portion represented thereby against the obligation of the School Board on such sinking fund Prepayment Date. Any excess over such obligation shall be credited against applicable future sinking fund prepayment obligations, or deposits with respect thereto, in chronological order, and the principal portion represented by

16

such subseries of Series 2009A Certificates to be prepaid by operation of the mandatory sinking fund shall be accordingly reduced.

SECTION 303. OPTIONAL PREPAYMENT; EXTRAORDINARY

OPTIONAL PREPAYMENT.

(a) The Series 2009A-BAB Certificates shall be subject to prepayment on or after July 1, 2019, if the School Board elects to prepay the principal portion of Basic Lease Payments due under the Series 2009A Leases in whole or in part on any Business Day, and if in part, in such order of maturity of Series 2009A-BAB Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2009A Leases as shall be designated in writing by the School Board to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates or portions thereof to be prepaid plus the interest accrued to the Prepayment Date.

(b) The Series 2009A-Tax-Exempt Certificates shall be subject to prepayment on or after July 1, 2019, if the School Board elects to prepay the principal portion of Basic Lease Payments due under the Series 2009A Leases in whole or in part on any Business Day, and if in part, in such order of maturity of Series 2009A-Tax-Exempt Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2009A Leases as shall be designated in writing by the School Board to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates or portions thereof to be prepaid plus the interest accrued to the Prepayment Date.

© The Series 2009A-BAB Certificates are subject to extraordinary optional prepayment at the option of the School Board, in whole or in part upon the occurrence of an Extraordinary Event, at a Prepayment Price equal to the greater of (i) 100% of the principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates to be prepaid, and (ii) the sum of the present value of the remaining scheduled payments of Basic Lease Payments to the Maturity Date of the Series 2009A-BAB Certificates to be prepaid, not including any portion of those payments of the interest accrued and unpaid as of the date on which the Series 2009A-BAB Certificates are to be prepaid, discounted to the date on which the Series 2009A-BAB Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 100 basis points; plus, in each case, accrued interest on the Series 2009A-BAB Certificates to be prepaid to the Prepayment Date.

ARTICLE IV

ESTABLISHMENT OF ACCOUNTS; APPLICATION OF

SERIES 2009A CERTIFICATE PROCEEDS

SECTION 401. ESTABLISHMENT OF ACCOUNTS.

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(a) There are hereby established within the Project Fund the following accounts and subaccounts: (i) the Series 2009A Acquisition Account and within such account the BAB Subaccount, the QSCB Subaccount, the Tax-Exempt Subaccount and the Series 2009A Cost of Issuance Subaccount more particularly described in Section 402 of the Master Trust Agreement; (ii) the Series 2009A Lease Payment Account, more particularly described in Section 403 of the Master Trust Agreement; and within such account, the BAB Subaccount, the QSCB Subaccount, and the Tax-Exempt Subaccount, and (iii) the Series 2009A Prepayment Account, more particularly described in Section 405 of the Master Trust Agreement. The Trustee shall make payments from the BAB Subaccount, QSCB Subaccount and Tax-Exempt Subaccount of the Series 2009A Acquisition Account upon receipt of a requisition substantially in the form of Exhibit B hereto.

(b) For purposes of the Series 2009A Certificates, Section 402.5 of the Master Trust Agreement shall read as follows:

5. The completion of the acquisition, construction and installation of the Series 2009A Facilities shall be evidenced by a certificate of the Corporation and the School Board in the form attached as Exhibit B to the Master Lease, which certificate shall be filed with the Trustee upon completion of acquisition of such Series 2009A Facilities. Upon the filing of such certificate, any amounts remaining in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account shall be applied in accordance with Section 3.2(b) of the Master Lease as modified by Section 9(D) of Schedule 2009A-1 and Section 8(E) of Schedule 2009A-2.

(c) If on any Payment Date, the amount of all Basic Lease Payments represented by the Series 2009A Certificates due and payable exceeds the amount on hand in the Series 2009A Lease Payment Account, except as provided in Section 405.2 of the Master Trust Agreement, the Trustee shall apply the moneys on hand therein in accordance with the priorities set forth in Section 504 of the Master Trust Agreement.

(d) The Trustee shall deposit the principal portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates received from the School Board to the QSCB Subaccount of the Series 2009A Lease Payment Account to be held therein until used to pay the principal portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates due at their Maturity Date or at a Prepayment Date upon an extraordinary mandatory prepayment pursuant to Section 301(b) hereof.

(e) Except as otherwise provided herein, the moneys on deposit in the Accounts and Subaccounts described herein shall be disbursed by the Trustee in the manner and for the purposes described in the Trust Agreement.

(f) The Trustee may establish additional accounts and/or subaccounts if necessary or desirable in connection with the Series 2009A Certificates.

SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2009A

CERTIFICATES.

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(a) From proceeds of the Series 2009A-BAB Certificates, the Trustee shall deposit $62,499,919.55 in the BAB Subacccount of the Series 2009A Acquisition Account and $251,087.92 in the Series 2009A Cost of Issuance Subaccount.

(b) From proceeds of the Series 2009A-QSCB Certificates, the Trustee shall deposit $49,666,745.45 in the QSCB Subacccount of the Series 2009A Acquisition Account and $246,254.55 in the Series 2009A Cost of Issuance Subaccount.

(c) From proceeds of the Series 2009A-Tax-Exempt Certificates, (i) the Trustee shall

deposit $19,295,000.00 in the Tax-Exempt Subacccount of the Series 2009A Acquisition Account and $103,445.77 in the Series 2009A Cost of Issuance Subaccount and (ii) the sum of $302,626.07, representing the premium for the Series 2009A Credit Facility, has been wire transferred by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Series 2009A Credit Facility Issuer.

ARTICLE V

MISCELLANEOUS PROVISIONS RELATING TO

SERIES 2009A CERTIFICATES

SECTION 501. SERIES 2009A CREDIT FACILITY. The Series 2009A-Tax-Exempt Certificates shall be further secured by a financial guaranty insurance policy issued by the Series 2009A Credit Facility Issuer. The Series 2009A Credit Facility Issuer shall have all the rights provided for such Credit Facility Issuer under the terms of the Master Trust Agreement and as provided herein. Anything provided herein or in the Master Trust Agreement to the contrary notwithstanding, the Series 2009A Credit Facility Issuer shall not be entitled to any benefits of the Trust Agreement or any rights specifically granted to it thereunder to consent to, approve or participate in any actions proposed to be taken by the School Board, the Corporation, a holder of Series 2009A-Tax-Exempt Certificates, or any of them pursuant to the Trust Agreement if:

(a) the Series 2009A Credit Facility Issuer shall be in default in the due and punctual performance of its payment obligations under the Series 2009A Credit Facility or if the Series 2009A Credit Facility for whatever reason is not then enforceable and in full force and effect; or

(b) the Series 2009A Credit Facility Issuer shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of the Series 2009A Credit Facility Issuer or of all or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or shall fail to contest in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against the Series 2009A Credit Facility Issuer in any involuntary case under said Federal Bankruptcy Code, or shall take any other action for the purpose of effecting the foregoing; or

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© any proceeding or case shall be commenced without the application or consent of the Series 2009A Credit Facility Issuer, in any court of competent jurisdiction seeking the liquidation, reorganization, dissolution, winding up or composition or readjustment of debts of the Series 2009A Credit Facility Issuer or the appointment of a trustee, receiver, custodian, liquidator, sequestrator (or other similar official) or the like, of the Series 2009A Credit Facility Issuer or of all or a substantial part of its assets, or similar relief with respect to the Series 2009A Credit Facility Issuer under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or for relief, rehabilitation, reorganization, conservation, liquidation or dissolution under Article 16 of the New York Insurance Law or any successor or similar applicable provision of New York law or the law of any other state and such proceeding or case shall continue undismissed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed in effect for a period of sixty (60) days from the commencement of such proceedings or case, or any order for relief against the Series 2009A Credit Facility Issuer shall be entered in an involuntary case under said Federal Bankruptcy Code; or

(d) the Series 2009A Credit Facility Issuer shall no longer insure any of the Series 2009A-Tax-Exempt Certificates.

SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES

2009A CREDIT FACILITY ISSUER. With respect to the Series 2009A-Tax-Exempt Certificates, subject to Section 501 hereof, the following provisions shall apply notwithstanding any provision to the contrary contained in the Financing Documents, any such contrary provisions being deemed superseded hereby to the fullest extent permitted by law.

(a) Notices and Other Information.

(i) Any notice that is required to be given to holders of the Series 2009A-Tax-Exempt Certificates, nationally recognized municipal securities information repositories or state information depositories pursuant to the Rule or to the Trustee pursuant to the Financing Documents shall also be provided to the Series 2009A Credit Facility Issuer, simultaneously with the sending of such notices.

(ii) All notices required to be given to the Series 2009A Credit Facility Issuer shall be in writing and shall be sent by registered or certified mail to the address specified in Section 510 hereof.

(iii) The School Board shall furnish to the Series 2009A Credit Facility Issuer the annual financial statements of the School Board for each fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, commencing with the fiscal year ending June 30, 2009.

(iv) The Trustee shall notify the Series 2009A Credit Facility Issuer of (A) any failure of the School Board to provide notices, certificates and other information under the Financing Documents to Series 2009A-Tax-Exempt Certificates and (B) any payment default and any other default known to the Trustee, within 30 days of the Trustee’s knowledge thereof.

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(v) The School Board or the Trustee, as appropriate, shall furnish to the Series 2009A Credit Facility Issuer such other information as the Series 2009A Credit Facility Issuer may reasonably request from time to time.

(b) Defeasance. Amounts paid by the Series 2009A Credit Facility Issuer under the Series 2009A Credit Facility shall not be deemed paid for purposes of the Trust Agreement and shall continue to be due and owing until paid by the School Board in accordance with the Trust Agreement. The Series 2009A Leases and the Trust Agreement shall not be discharged unless and until all amounts due or to become due to the Series 2009A Credit Facility Issuer have been paid in full.

(c) Amendments and Supplements. With respect to amendments or supplements to the Financing Documents which do not require the consent of the Holders of the Series 2009A-Tax-Exempt Certificates, the Series 2009A Credit Facility Issuer must be given prior written notice of any such amendments or supplements. Copies of any amendments or supplements to such documents which are consented to by the Series 2009A Credit Facility Issuer shall be sent to the Rating Agency. Notwithstanding any other provision of such Financing Document, in determining whether the rights of Holders of the Series 2009A-Tax-Exempt Certificates will be adversely affected by any action taken pursuant to the terms and provisions thereof, the Trustee shall consider the effect on the Holders of the Series 2009A-Tax-Exempt Certificates as if there were no Series 2009A Credit Facility.

(d) Interested Parties. To the extent that the Financing Documents confer upon or give or grant to the Series 2009A Credit Facility Issuer any right, remedy or claim under or by reason of the Financing Documents, the Series 2009A Credit Facility Issuer is explicitly recognized as being a party in interest and as a party entitled to: (i) notify the School Board or the Trustee of the occurrence of an event of default, and (ii) request the Trustee to intervene in judicial proceedings that affect the Series 2009A-Tax-Exempt Certificates or the security therefor. The Trustee shall be required to accept notice of default from the Series 2009A Credit Facility Issuer.

(e) Consents. Any provision of this Financing Document expressly recognizing or granting rights in or to the Series 2009A Credit Facility Issuer may not be amended in any manner that adversely affects the rights of the Series 2009A Credit Facility Issuer hereunder without the prior written consent of the Series 2009A Credit Facility Issuer.

SECTION 503. CLAIMS UPON THE SERIES 2009A CREDIT FACILITY. This section shall apply so long as the Series 2009A Credit Facility is in full force and effect:

(a) At least two (2) Business Days prior to each payment date on the Series 2009A-Tax-Exempt Certificates, the Trustee will determine whether there will be sufficient funds to pay all Basic Lease Payments represented thereby due on the related payment date and shall immediately notify the Series 2009A Credit Facility Issuer or its designee on the same Business Day by telephone or electronic mail, confirmed in writing by registered or certified mail, of the amount of any deficiency. Such notice shall specify the amount of the anticipated deficiency, the Series 2009A-Tax-Exempt Certificates to which such deficiency is applicable and whether such Series 2009A-Tax-Exempt Certificates will be deficient as to the principal or interest portion of

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Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates or both. If the deficiency is made up in whole or in part prior to or on the payment date, the Trustee shall so notify the Series 2009A Credit Facility Issuer or its designee.

(b) The Trustee shall, after giving notice to the Series 2009A Credit Facility Issuer as

provided above, make available to the Series 2009A Credit Facility Issuer and, at the Series 2009A Credit Facility Issuer’s direction, to any fiscal agent designated in writing by the Series 2009A Credit Facility Issuer (a “Fiscal Agent”), the registration books with respect to the Series 2009A-Tax-Exempt Certificates maintained by the Trustee and all records relating to the funds maintained under the Financing Documents.

(c) The Trustee shall provide the Series 2009A Credit Facility Issuer and any Fiscal

Agent with a list of registered owners of Series 2009A-Tax-Exempt Certificates entitled to receive the principal and/or interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates from the Series 2009A Credit Facility Issuer under the terms of the Series 2009A Credit Facility, and shall make arrangements with the Series 2009A Credit Facility Issuer, the Fiscal Agent or another designee of the Series 2009A Credit Facility Issuer to (i) mail checks or drafts to the registered owners of Series 2009A-Tax-Exempt Certificates entitled to receive full or partial payments of the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates from the Series 2009A Credit Facility Issuer and (ii) pay the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates surrendered to the Series 2009A Credit Facility Issuer, the Fiscal Agent or another designee of the Series 2009A Credit Facility Issuer by the registered owners of Series 2009A-Tax-Exempt Certificates entitled to receive full or partial payments of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates from the Series 2009A Credit Facility Issuer.

(d) The Trustee shall, at the time it provides notice to the Series 2009A Credit

Facility Issuer of any deficiency pursuant to clause (a) above, notify registered owners of Series 2009A-Tax-Exempt Certificates entitled to receive the payment of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates and the interest portion thereof from the Series 2009A Credit Facility Issuer (i) as to such deficiency and its entitlement to receive the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates or the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, as applicable, (ii) that the Series 2009A Credit Facility Issuer will remit to them all or a part of the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates due on the related payment date upon proof of its entitlement thereto and delivery to the Series 2009A Credit Facility Issuer or any Fiscal Agent, in form satisfactory to the Series 2009A Credit Facility Issuer, of an appropriate assignment of the registered owner’s right to payment, (iii) that, if they are entitled to receive partial payment of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates from the Series 2009A Credit Facility Issuer, they must surrender the related Series 2009A-Tax-Exempt Certificates for payment first to the Trustee, which will note on such Series 2009A-Tax-Exempt Certificates the amount of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates paid by the Trustee and second to the Series 2009A Credit Facility Issuer or its designee, together

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with an appropriate assignment, in form satisfactory to the Series 2009A Credit Facility Issuer, to permit ownership of such Series 2009A-Tax-Exempt Certificates to be registered in the name of the Series 2009A Credit Facility Issuer, which will then pay the unpaid amount of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, and (iv) that, if they are entitled to receive full payment of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates from the Series 2009A Credit Facility Issuer, they must surrender the related Series 2009A-Tax-Exempt Certificates for payment to the Series 2009A Credit Facility Issuer or its designee, rather than the Trustee, together with the an appropriate assignment, in form satisfactory to the Series 2009A Credit Facility Issuer, to permit ownership of such Series 2009A-Tax-Exempt Certificates to be registered in the name of the Series 2009A Credit Facility Issuer.

(e) In addition, if the Trustee has notice that any holder of the Series 2009A-Tax-

Exempt Certificates has been required to disgorge payments of the principal and/or interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates previously Due for Payment (as defined in the Series 2009A Credit Facility) pursuant to a final non-appealable order by a court of competent jurisdiction that such payment constitutes an a voidable preference to such holder within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Series 2009A Credit Facility Issuer or its designee of such fact by telephone or electronic notice, confirmed in writing by registered or certified mail.

(f) The Trustee is hereby irrevocably designated, appointed, directed and authorized

to act as attorney-in-fact for holders of the Series 2009A-Tax-Exempt Certificates as follows:

(i) If and to the extent there is a deficiency in amounts required to pay the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, the Trustee shall (A) execute and deliver to the Series 2009A Credit Facility Issuer, in form satisfactory to the Series 2009A Credit Facility Issuer, an instrument appointing the Series 2009A Credit Facility Issuer as agent for such holders in any legal proceeding related to the payment of such interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates and an assignment to the Series 2009A Credit Facility Issuer of the claims for the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates to which such deficiency relates and which are paid by the Series 2009A Credit Facility Issuer, (B) receive as designee of the respective holders (and not as Trustee) in accordance with the tenor of the Series 2009A Credit Facility payment from the Series 2009A Credit Facility Issuer with respect to the claims for the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates so assigned, and (C) disburse the same to such respective holders; and

(ii) If and to the extent of a deficiency in amounts required to pay the principal

portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, the Trustee shall (A) execute and deliver to the Series 2009A Credit Facility Issuer, in form satisfactory to the Series 2009A Credit Facility Issuer, an instrument appointing the Series 2009A Credit Facility Issuer as agent for such holder in any legal proceeding related to the payment of such principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates and an assignment to the Series 2009A Credit Facility Issuer of the

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Series 2009A Certificate surrendered to the Series 2009A Credit Facility Issuer in an amount equal to the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates as has not previously been paid or for which moneys are not held by the Trustee and available for such payment (but such assignment shall be delivered only if payment from the Series 2009A Credit Facility Issuer is received), (B) receive as designee of the respective holders (and not as Trustee) in accordance with the tenor of the Series 2009A Credit Facility payment therefor from the Series 2009A Credit Facility Issuer, and (C) disburse the same to such holders.

(g) Payments with respect to claims for the principal and interest portion of Basic

Lease Payments represented by the Series 2009A-Tax-Exempt Certificates disbursed by the Trustee from proceeds of the Series 2009A Credit Facility shall not be deemed paid for purposes of the Trust Agreement and shall continue to be due and owing until paid by the School Board in accordance with the Trust Agreement and Series 2009A Lease, and the Series 2009A Credit Facility Issuer shall become the owner of such unpaid Series 2009A-Tax-Exempt Certificate and claims for the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise; and the assignment and pledge of the trust estate and all covenants, agreements and other obligations for the benefit of the Holders of the Series 2009A-Tax-Exempt Certificates shall continue to exist and shall run to the benefit of the Series 2009A Credit Facility Issuer, and the Series 2009A Credit Facility Issuer shall be subrogated to the rights of such registered owners including, without limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Series 2009A-Tax-Exempt Certificates.

(h) Irrespective of whether any such assignment is executed and delivered, (i) to the

extent the Series 2009A Credit Facility Issuer makes payments directly or indirectly (e.g., by paying through the Trustee), on account of the principal or interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, the Series 2009A Credit Facility Issuer will be subrogated to the rights of such holders to receive the payment of the principal and interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates as provided and solely from the sources stated in the Financing Documents and the Series 2009A-Tax-Exempt Certificates; and (ii) the amount of such principal and interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates shall be paid to the Series 2009A Credit Facility Issuer, as provided in the Financing Documents and the Series 2009A-Tax-Exempt Certificates, but only from the sources and in the manner provided herein for the payment of the principal and interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates to Series 2009A-Tax-Exempt Certificate Holders, and will otherwise treat the Series 2009A Credit Facility Issuer as the owner of such rights to the amount of such principal and interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates.

(i) The Series 2009A Credit Facility Issuer shall be entitled to payment or

reimbursement from the School Board, to the extent permitted by law, of, and the School Board has agreed in Section 9.A.(iv) of Schedule 2009A, to pay or reimburse the Series 2009A Credit Facility Issuer, to the extent permitted by law (including, without limitation, by the provisions of

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Section 768.28, Florida Statutes) for, (A) all amounts paid by the Series 2009A Credit Facility Issuer under the terms of the Series 2009A Credit Facility, and (B) any and all charges, fees, costs and expenses which the Series 2009A Credit Facility Issuer may reasonably pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate payments under the Series 2009A Credit Facility, (ii) the administration, enforcement, defense or preservation of any rights in respect of this agreement or any other Financing Document, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of the School Board or any affiliate thereof) relating to this agreement or any other Financing Document, any party to this agreement or any other Financing Document or the transaction contemplated by this agreement or any other Financing Documents, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under this agreement or any other Financing Document, or the pursuit of any remedies under this agreement or any other Financing Document, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, or (iv) any amendment, waiver or other action with respect to, or related to, this agreement or any Financing Document whether or not executed or completed; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of the Series 2009A Credit Facility Issuer spent in connection with the actions described in clauses (ii) - (iv) above. In addition, the Series 2009A Credit Facility Issuer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this agreement or any other Financing Document. Amounts owed under this subsection (i) shall accrue interest from the date of any payment due until paid, at the per annum rate of interest publicly announced from time to time by JP Morgan Chase Bank, National Association at its principal office in New York, New York as its prime lending rate (any change in such prime rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank, National Association) plus three percent (3%) per annum (the “Reimbursement Rate”). The Reimbursement Rate shall be calculated on the basis of the actual number of days elapsed over a 360-day year. In the event JPMorgan Chase Bank ceases to announce its prime rate publicly, the prime rate shall be the publicly announced prime rate or base lending rate of such national bank, as the Series 2009A Credit Facility Issuer shall specify.

(j) In addition to any and all rights of reimbursement, subrogation and any other

rights pursuant hereto or under law or in equity, the Series 2009A Credit Facility Issuer shall be entitled to payment or reimbursement, to the extent permitted by law, of any and all charges, fees, costs, claims, losses, liabilities (including penalties), judgments, demands, damages, and expenses which the Series 2009A Credit Facility Issuer or its officers, directors, shareholders, employees, agents and each Person, if any, who controls the Series 2009A Credit Facility Issuer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, may reasonably pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, of any nature in connection with, in respect of or relating to the transactions contemplated by this agreement or any other Financing Document by reason of: (i) any omission or action (other than of or by the Series 2009A Credit Facility Issuer) in connection with the offering, issuance, sale, remarketing or delivery of the Series 2009A-Tax-Exempt Certificates; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance

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or theft committed by any director, officer, employee or agent of the School Board in connection with any transaction arising from or relating to this agreement or any other Financing Document; (iii) the violation by the School Board of any law, rule or regulation, or any judgment, order or decree applicable to it; (iv) the breach by the School Board of any representation, warranty or covenant under any other Financing Document or the occurrence, in respect of the School Board under this agreement or any other Financing Document of any “event of default” or any event which, with the giving of notice or lapse of time or both, would constitute any “event of default”; or (v) any untrue statement or alleged untrue statement of a material fact contained in any official statement relating to the Series 2009A-Tax-Exempt Certificates, if any, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in an official statement, if any, and furnished by the Series 2009A Credit Facility Issuer in writing expressly for use therein.

(k) the Series 2009A Credit Facility Issuer shall be entitled to pay the principal and

interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates that shall become Due for Payment but shall be unpaid by reason of Nonpayment (as defined in the Series 2009A Credit Facility) and any amounts due on the Series 2009A-Tax-Exempt Certificates as a result of acceleration of the maturity thereof (if acceleration is ever provided under the Trust Agreement), whether or not the Series 2009A Credit Facility Issuer has received a Notice (as defined in the Series 2009A Credit Facility) of Nonpayment or a claim upon the Series 2009A Credit Facility.

(l) In addition, the Series 2009A Credit Facility Issuer shall, to the extent it makes

any payment of the principal or interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Series 2009A Credit Facility, and to evidence such subrogation (i) in the case of claims for the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, the Trustee shall note the Series 2009A Credit Facility Issuer’s rights as subrogee on the registration books maintained by the Trustee, upon receipt of proof of payment of the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates to the registered holders of the Series 2009A-Tax-Exempt Certificates, and (ii) in the case of claims for the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates, the Trustee, if any, shall note the Series 2009A Credit Facility Issuer’s rights as subrogee on the registration books maintained by the Trustee, upon surrender of the Series 2009A-Tax-Exempt Certificates together with receipt of proof of payment of the principal portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates.

SECTION 504. CONTINUING DISCLOSURE. Pursuant to the Series 2009A Leases, the School Board has undertaken all responsibility for compliance with continuing disclosure requirements, and neither the Corporation nor the Trustee shall have liability to the owners of the Series 2009A Certificates or any other person with respect to the Rule. Notwithstanding any other provision of the Trust Agreement, failure of the School Board to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Series 2009A Certificates and the

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delivery of indemnity satisfactory to the Trustee, shall) or any owner of the Series 2009A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the School Board to comply with its obligations under the Series 2009A Leases. For purposes of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009A Certificates (including persons holding Series 2009A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the Holder of any Series 2009A Certificates for federal income tax purposes.

SECTION 505. PROVISIONS OF MASTER TRUST AGREEMENT NOT

OTHERWISE MODIFIED. Except as expressly modified or amended hereby, the Master Trust Agreement shall remain in full force and effect. To the extent of any conflict between the terms of the Master Trust Agreement and this Series 2009A Supplemental Trust Agreement, the terms hereof shall control.

SECTION 506. COUNTERPARTS. This Series 2009A Supplemental Trust Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 507. HEADINGS. Any heading preceding the text of the several Articles hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Series 2009A Supplemental Trust Agreement, nor shall they affect its meaning, construction or effect.

SECTION 508. LAWS. This Series 2009A Supplemental Trust Agreement shall be construed and governed in accordance with the laws of the State of Florida.

SECTION 509. AMENDMENT OF MASTER TRUST AGREEMENT. With respect only to the Series 2009A Certificates,

(a) Clause (1) of the definition of “Defeasance Securities” in Section 101 is hereby amended by deleting the phrase “CATS, TIGRS and similar securities” from the fourth line thereof.

(b) The notice addresses for Standard & Poor’s Corporation and Moody’s Investors Service in Section 808 are hereby amended to read as follows:

Moody’s Investors Service 7 World Trade Center 250 Greenwich Street, 23rd Floor New York, New York 10007 Attention: Municipal Structured Finance Group Telephone: 212-553-1619 Facsimile: 212-553-1066 Email: MSPGSurveillance@moodys.com Standard & Poor’s Rating Services

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55 Water Street, 38th Floor New York, New York 10041 Attention: Municipal Structured Surveillance Tel: (212) 438-2021 Fax: (212) 438-2151 E-mail: pubfin_structured@sandp.com

(c) Notwithstanding anything to the contrary in the Trust Agreement, any modification or amendment necessary or desirable in order to comply with provisions of the Code to ensure the status of the Series 2009A-QSCB Certificates as Qualified School Construction Bonds or to ensure the continued availability of the BAB Credit Payments shall not require the consent of any Certificateholder.

SECTION 510. AMENDMENT OF SERIES 2009A SUPPLEMENTAL

TRUST AGREEMENT. Notwithstanding anything to the contrary in the Trust Agreement, this Series 2009A Supplemental Trust Agreement may be modified or amended in a manner affecting only a particular subseries of Series 2009A Certificates and if the consent of Certificateholders would be required pursuant to Section 702 of the Master Trust Agreement, with the consent of the holders of Series 2009A Certificates of the affected subseries; provided, however, any modification or amendment necessary or desirable in order to comply with provisions of the Code to ensure the status of the Series 2009A-QSCB Certificates as Qualified School Construction Bonds or to ensure the continued availability of the BAB Credit Payments shall not require the consent of any Certificateholder.

SECTION 511. NOTICES. Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Trust Agreement shall be given to the Series 2009A Credit Facility Issuer at the following address:

Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: General Counsel with a copy to: Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: Risk Management Department - Public Finance Surveillance E-mail: riskmanagementdept@assuredguaranty.com

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Series 2009A Supplemental Trust Agreement by their duly authorized officers as of the date and year first written above.

(SEAL) BROWARD SCHOOL BOARD LEASING

CORP. Attest: By: James F. Notter Secretary

Maureen S. Dinnen President

U.S. BANK NATIONAL ASSOCIATION,

as Trustee By: Michael C. Daly Vice President

The School Board of Broward County, Florida hereby consents to the execution of this Series 2009A Supplemental Trust Agreement by the parties hereto and agrees to abide by the terms applicable to it herein.

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

By: Maureen S. Dinnen

Chair

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STATE OF FLORIDA ) ) SS:

COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, does hereby certify that Maureen S. Dinnen and James F. Notter, personally known to me to be the same persons whose names are, respectively, as President and Secretary, respectively, of BROWARD SCHOOL BOARD LEASING CORP., a Florida not-for-profit corporation, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ____ day of June, 2009.

____ NOTARY PUBLIC, STATE OF FLORIDA

NOTARY PUBLIC SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type as Commissioned.)

Personally known to me, or Produced identification

______________________________ (Type of Identification Produced)

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STATE OF FLORIDA ) ) SS:

COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Michael C. Daly, personally known to me to be the same person who is a Vice President of U.S. BANK NATIONAL ASSOCIATION, as Trustee, a national banking association organized under the laws of the United States of America, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the free and voluntary act of said association and as his own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ___ day of June, 2009.

NOTARY PUBLIC STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type as Commissioned.)

Personally known to me, or

Produced identification: _____________________________

(Type of Identification Produced)

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SCHEDULE 2009A-1

dated as of June 1, 2009

to the

Master Lease Purchase Agreement dated as of

July 1, 1990, as amended as of December 20, 2000, between

Broward School Board Leasing Corp.

as Lessor (the “Corporation”)

and

The School Board of Broward County, Florida,

as Lessee (the “School Board”)

THIS SCHEDULE 2009A-1 (the “Schedule 2009A-1”) is hereby entered into under and pursuant to that certain Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (the “Master Lease”), pursuant to which the Corporation has agreed to finance the lease purchase unto the School Board and the School Board has agreed to lease purchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2009A-1 Facilities herein described. The Corporation hereby demises and leases to the School Board, and the School Board hereby hires, takes and leases from the Corporation, the Series 2009A-1 Facilities and the Series 2009A-1 Facility Sites described herein, together with the rights described in clauses (i), (ii) and (iii) of Section 1 in the Series 2009A Ground Lease (hereinafter defined). The Master Lease with respect to this Schedule 2009A-1 and as modified and supplemented hereby is referred to herein as the “Series 2009A-1 Lease”. All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby, are incorporated herein by reference.

Section 1. Definitions. For purposes of the Series 2009A-1 Lease the following terms have the meanings set forth below. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Master Lease or the Trust Agreement, including the Series 2009A Supplemental Trust Agreement, as appropriate.

“Commencement Date” for the Series 2009A-1 Lease is the Closing Date.

“Series 2009A-1 Facilities” shall mean the Facilities described in this Schedule 2009A-1, as this Schedule 2009A-1 may be amended or supplemented from time to time. A portion of the improvements to be made to the Series 2009A-1 Facilities from the proceeds of the Series 2009A Certificates are not subject to the lien of the Series 2009A-1 Lease.

“Series 2009A-1 Facility Sites” shall mean the Facility Sites described in this Schedule 2009A-1 to be ground leased by the School Board to the Corporation, as the same may be amended or supplemented from time to time.

“Series 2009A Supplemental Trust Agreement” shall mean the Series 2009A Supplemental Trust Agreement dated as of June 1, 2009, between the Corporation and the Trustee.

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Section 2. Lease Term.

(a) Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt

Certificates. With respect to Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, the total of all Lease Terms of the Series 2009A-1 Lease is expected to be approximately twenty-five (25) years and thirteen (13) days consisting of an “Original Term” of approximately thirteen (13) days from the Commencement Date through and including June 30, 2009, and twenty-five (25) Renewal Terms of twelve (12) months each, each from July 1 through and including June 30 of the next succeeding calendar year, commencing July 1, 2009, and ending June 30, 2034. Each Lease Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease.

(b) Series 2009A-QSCB Certificates. With respect to Series 2009A-QSCB Certificates, the total of all Lease Terms of the Series 2009A-1 Lease is expected to be approximately fifteen (15) years consisting of an “Original Term” of approximately thirteen (13) days from the Commencement Date through and including June 30, 2009, and fourteen (14) Renewal Terms of twelve (12) months each, each from July 1 through and including June 30 of the next succeeding calendar year, commencing July 1, 2009, and ending June 30, 2023, and a final Renewal Term commencing July 1, 2023 and ending June 17, 2024. Each Lease Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease.

Section 3. Series 2009A-1 Facilities to be Lease Purchased. A general description of the Series 2009A-1 Facilities and the estimated costs of the Series 2009A-1 Facilities to be lease-purchased under the Series 2009A-1 Lease are described in Exhibit A hereto. The School Board reserves the right to substitute other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease.

Section 4. Series 2009A-1 Facility Sites to be Ground Leased to the Corporation

and Permitted Encumbrances. The legal descriptions of the Series 2009A-1 Facility Sites to be ground leased to the Corporation and Permitted Encumbrances (in addition to those specified in the Master Lease) are described in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series 2009A Ground Lease.

Section 5. Application of Certain Proceeds of Series 2009A Certificates. Pursuant to the provisions of Section 402 of the Series 2009A Supplemental Trust Agreement the Trustee will deposit the following sums attributable to the Series 2009A-1 Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2009A Certificates:

Amount Account

$54,499,919.55 BAB Subaccount of the Series 2009A Acquisition Account

16,816,756.34 QSCB Subaccount of the Series 2009A Acquisition Account

12,144,989.11 Tax-Exempt Subaccount of the Series 2009A Acquisition Account

366,929.72 Series 2009A Cost of Issuance Subaccount

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Section 6. Basic Lease Payments. The principal portion and the interest portion of the

Basic Lease Payments, the Lease Payment Dates (each June 15 and December 15, commencing December 15, 2009) and the remaining principal portion with respect to the Series 2009A-1 Facilities to be lease purchased and the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates attributable to such Series 2009A-1 Facilities are set forth in Exhibit C-1 hereto. The principal portion of the Basic Lease Payments, the Lease Payment Dates (each June 15, commencing June 15, 2014) with respect to the Series 2009A-1 Facilities to be lease purchased and the Series 2009A-QSCB Certificates attributable to such Series 2009A-1 Facilities are set forth in Exhibit C-2 hereto. The School Board shall notify the Trustee of the amount to be deposited to each subaccount of the Series 2009A Lease Payment Account on each Lease Payment Date.

If, upon delivery of the Certificate of Acceptance indicating completion of the acquisition, construction, installation and payment of all costs of the Series 2009A-1 Facilities, or if the School Board determines not to acquire, construct or install one or more components of the Series 2009A-1 Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series 2009A-1 Facility is different from the amount set forth herein, Exhibit C-1 and Exhibit C-2 shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series 2009A-1 Facilities to be lease-purchased. The aggregate of Basic Lease Payments on Exhibit C-1 and Exhibit C-2 shall be no less than the principal and interest payments with respect to the portion of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates and principal payments with respect to the portion of the Series 2009A-QSCB Certificates relating to the Series 2009A-1 Facilities and shall only be amended in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of the Series 2009A Certificates pursuant to Section 7.2 or 7.3 of the Master Lease, and prepayment or defeasance of a portion of Series 2009A Certificates pursuant to Article III of the Series 2009A Supplemental Trust Agreement or Section 801 of the Master Trust Agreement.

The interest portion of the Basic Lease Payments under the Series 2009A Lease and represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, expressed as an annual interest rate, is exempt from the limitations on interest rates set forth in Section 215.84, Florida Statutes, since the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates are rated within the three highest rating categories by a nationally recognized rating service.

Section 7. Additional Lease Payments. Additional Lease Payments with respect to the Series 2009A-1 Lease consist of a pro rata portion of the following amounts to be paid with respect to both the Series 2009A-1 Lease and Series 2009A-2 Lease, except as otherwise provided herein (the fees set forth below for Trustee services include services under Schedules 2009A-1 and 2009A-2):

1. Trustee Fees: Annual fee of $9,000 payable annually in advance.

2. Trustee Expenses: Expenses to be billed at cost. Legal fee for Trustee counsel at closing of $4,500. Thereafter, reasonable costs and expenses

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pursuant to the Master Lease or Trust Agreement.

3. Credit Facility Issuer Payment:

$302,626.07 to be paid to the Series 2009A Credit Facility Issuer upon issuance of the Series 2009A Certificates with respect to the Series 2009A Credit Facility.

Section 8. Prepayment Provisions. In addition to or in lieu of the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided in Section 6 of this Schedule 2009A-1 is subject to the following prepayment provisions:

A. Optional Prepayment; Extraordinary Optional Prepayment.

(i) Series 2009A-BAB Certificates.

(a) Optional Prepayment. The principal portion of Basic Lease Payments due on or before June 15, 2019 shall not be subject to prepayment at the option of the School Board. The principal portion of Basic Lease Payments due on or after June 15, 2020 shall be subject to prepayment on or after June 15, 2019 by the School Board in whole or in part on any Business Day at the option of the School Board, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

(b) Extraordinary Optional Prepayment. The portion of Basic Lease Payments represented by Series 2009A-BAB Certificates is subject to extraordinary optional prepayment at the option of the School Board, in whole or in part upon the occurrence of an Extraordinary Event, at a Prepayment Price equal to the greater of (1) 100% of the principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates to be prepaid, and (2) the sum of the present value of the remaining scheduled payments of Basic Lease Payments to the Maturity Date of the Series 2009A-BAB Certificates to be prepaid, not including any portion of those payments of the interest accrued and unpaid as of the date on which the Series 2009A-BAB Certificates are to be prepaid, discounted to the date on which the Series 2009A-BAB Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 100 basis points; plus, in each case, the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

(ii) Series 2009A-Tax-Exempt Certificates. The principal portion of Basic Lease Payments due on or before June 15, 2019 shall not be subject to prepayment at the option of the School Board. The principal portion of Basic Lease Payments due on or after June 15, 2020 shall be subject to prepayment on or after June 15, 2019 by the School Board in whole or in part on any Business Day at the option of the School Board, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

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(iii) Series 2009A-QSCB Certificates. The principal portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is not subject to prepayment at the option of the School Board.

B. Extraordinary Prepayment.

(i) Series 2009A Certificates. The extraordinary prepayment provisions set forth in Section 7.2(b) and Section 5.4(b) of the Master Lease shall not apply to Basic Lease Payments represented by Series 2009A Certificates.

(ii) Series 2009A-QSCB Certificates.

(1) Extraordinary Mandatory Prepayment from Unexpended Proceeds of the

Series 2009A-QSCB Certificates. The portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is subject to extraordinary mandatory prepayment, in whole or in part, on September 15, 2012, or, in the event of an extension negotiated with the Internal Revenue Service, on a Tax Credit Allowance Date that occurs on or before the ninetieth day following the last day of the extension, in Authorized Denominations, at a Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, in an amount equal to the unexpended proceeds of the sale of the Series 2009A-QSCB Certificates held by the Trustee, but only to the extent that the School Board fails to expend all of the available project proceeds of the Series 2009A-QSCB Certificates within three years of issuance thereof and no extension of the period for expenditure has been granted by the Internal Revenue Service.

(2) Extraordinary Mandatory Prepayment Due to Loss of Qualified School

Construction Bond Status. Upon a Determination of Loss of Qualified School Construction Bond Status, the portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is subject to extraordinary mandatory prepayment, in whole, on the earliest practicable date designated by the School Board, but in no case later than the December 15 following the next succeeding June 1 after a Determination of Loss of Qualified School Construction Bond Status, at a Prepayment Price equal to (i) the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, plus (ii) the Prepayment Premium, plus (iii) accrued interest on the principal amount of the Series 2009A-QSCB Certificates called for prepayment (calculated at the tax credit rate) from the Tax Credit Allowance Date immediately preceding the Prepayment Date, to the date of prepayment.

In addition, in the event that any tax credits recognized prior to the date of prepayment are determined to be ineligible as tax credits as a result of the Determination of Loss of Qualified School Construction Bond Status, the Prepayment Price shall include an additional amount payable to the owners as of the applicable Tax Credit Allowance Dates of the Series 2009A-QSCB Certificates for such tax credits equal to the amount of such tax credits, plus interest thereon from the applicable Tax Credit Allowance Date to the date of prepayment, at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

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Section 9. Other Special Provisions.

A. Representations.

(i) The School Board hereby confirms its representations, covenants and warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2009A-1 and all references therein to the Facilities shall include the Series 2009A-1 Facilities, and except as otherwise provided below. The Corporation hereby confirms its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2009A-1 and all references therein to the Facilities shall include the Series 2009A-1 Facilities, and except as otherwise provided below.

(ii) The Corporation hereby represents that the Master Lease is in effect and that to its knowledge there are no defaults on the date of execution of this Schedule 2009A-1 under any Lease, Ground Lease or the Trust Agreement.

(iii) The School Board hereby represents, covenants and warrants that adequate water, sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are available to the Series 2009A-1 Facilities, or the cost of making them available is included in the School Board’s acquisition and construction budget for the Series 2009A-1 Facilities.

(iv) To the extent permitted by Florida law, including by the provisions of Section 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2009A Credit Facility Issuer in accordance with the provisions of Section 503(i) of the Series 2009A Supplemental Trust Agreement.

B. [Reserved].

C. Continuing Disclosure. For purposes of the Series 2009A-1 Lease, the School Board agrees to comply with the terms and provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the Series 2009A-1 Lease, failure of the School Board to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, provided it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Series 2009A Certificates, shall) or any Holder of the Series 2009A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the School Board to comply with its obligations under this Section 9.C. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009A Certificates (including persons holding Series 2009A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009A Certificates for federal income tax purposes.

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D. Section 3.2(b) of the Master Lease. For purposes of the Series 2009A-1 Lease, Section 3.2(b) of the Master Lease shall read as follows:

(b) Upon the completion of acquisition and construction of the Series 2009A-1 Facilities financed under this Lease and payment of all Costs of the Series 2009A-1 Facilities, the amounts, if any, on deposit in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account shall be transferred to the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be applied to applicable Basic Lease Payments next coming due under this Lease; provided, however, that if, upon delivery by the School Board of a Certificate of Acceptance indicating completion of the acquisition, construction, installation and payment of all costs of the Series 2009A-1 Facilities (including the failure of the School Board to acquire any component of the Series 2009A-1 Facilities), there shall remain in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account an amount greater than the amount of related Basic Lease Payments coming due in the immediately following Fiscal Year under this Lease, such amount shall be retained in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Lease as fully as if they were the originally leased Series 2009A-1 Facilities; provided, however, at the direction of the School Board, upon delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be credited against the applicable Basic Lease Payments next coming due.

E. Section 3.2(c) of the Master Lease. For purposes of the Series 2009A-1 Lease, Section 3.2(c) of the Master Lease shall read as follows:

(c) There shall be deposited in the Series 2009A Lease Payment Account, pro rata into the subaccounts therein, or the Series 2009A Acquisition Account, pro rata into subaccounts therein, for the Series 2009A Certificates, Net Proceeds realized in the event of damage, destruction or condemnation to be applied to Basic Lease Payments or the costs of Series 2009A-1 Facilities under the Lease, in accordance with Section 5.4(b) of the Master Lease.

F. Section 5.4(b) of the Master Lease. For purposes of the Series 2009A-1 Lease, Section 5.4(b) of the Master Lease shall read as follows:

(b) Option B - Deposit to Series 2009A Lease Payment Account or

Series 2009A Acquisition Account. Provided, however, if the School Board has determined that its operations have not been materially affected and that it is not in the best interest of the School Board to repair, restore or replace that portion of the Series 2009A-1 Facilities so damaged, destroyed or condemned, then the School Board shall not be required to comply with the provisions of subparagraph (a) set forth above. If the Net Proceeds are (i) less than ten percent (10%) of the Remaining Principal Portion of the Basic Lease Payments relating to such Series 2009A-1 Facilities and (ii) equal to or less than the amount of

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Basic Lease Payments coming due in the immediately following Fiscal Year under this Lease, then such Net Proceeds may, at the option of the School Board, (x) be deposited pro rata in the subaccounts of the Series 2009A Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) hereof or (y) deposited pro rata in the subaccounts of the Series 2009A Acquisition Account and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Lease as fully as if they were the originally leased Series 2009A-1 Facilities. If the Net Proceeds are (i) equal or greater than ten percent (10%) of the Remaining Principal Portion of the Basic Lease Payments relating to Series 2009A-1 Facilities or (ii) greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year under this Lease, then the Net Proceeds shall be deposited pro rata in the subaccounts of the Series 2009A Acquisition Account and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Lease as fully as if they were the originally leased Series 2009A-1 Facilities; provided, however, at the direction of the School Board, upon delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited pro rata in the subaccounts of the Series 2009A Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) hereof.

G. Section 6.4 of the Master Lease. For purposes of the Series 2009A-1 Lease, Section 6.4 of the Master Lease shall read as follows:

SECTION 6.4. Substitution of Facilities. To the extent permitted by law, on or after the Completion Date the School Board may substitute for any Facilities other facilities owned by the School Board, provided such substituted facilities (a) have the same or a greater remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they are substituted, (c) are of substantially equal utility as the Facilities to be replaced and meet the requirement of Section 5.9 hereof, (d) are free and clear of all liens and encumbrances, except Permitted Encumbrances and (e) are approved by the State Department of Education. In addition, to the extent permitted by law, prior to the Completion Date the School Board may release and/or substitute for any Facilities to be acquired, constructed and installed under a particular Schedule other facilities to be acquired, constructed and installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a), (c), (d) and (e) above and (2) following such substitution and/or release, the sum of (x) with respect to Facilities for which a Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Facilities plus (y) with respect to Facilities for which a Certificate of Acceptance has been delivered, the fair market value of the Facilities, financed under the Schedule from which the Facilities are to be substituted and/or released is greater than or equal to the remaining principal portion of Basic Lease Payments due under such Schedule. In order to effect such substitution, the Facilities to be replaced shall be released from the encumbrance of the related Lease and Ground Lease by appropriate

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instrument executed by the School Board and the Corporation (or Trustee as assignee of the Corporation) in form sufficient to leave good and marketable fee simple title to such Facilities in the School Board subject only to Permitted Encumbrances, and the Facilities to be substituted shall likewise be incorporated in the appropriate Lease and Ground Lease modifications. The related Schedule shall be appropriately amended, and the related Ground Lease shall be amended or canceled and replaced, to reflect such substitution.

There shall also be delivered at the time of substitution an Opinion of Counsel as described in Section 6.1 hereof with respect to the substitute Facility Site.

For purposes hereof, “fair market value” shall be determined on the basis of an MAI appraisal performed by an appraiser jointly selected by the School Board and the Trustee.

H. Section 9.4 of the Master Lease. For purposes of the Series 2009A-1 Lease, Section 9.4 of the Master Lease shall read as follows:

SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Corporation and the School Board with the consent of the Credit Facility Issuer, if required under the terms of the Trust Agreement. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such waiver, alteration, modification, supplement or amendment shall be required. Notwithstanding the foregoing, a Schedule may be amended without obtaining the consent of the Credit Facility Issuer, if any, or of Holders of the affected Certificates, for the purpose of (1) adding a legal description and/or the permitted encumbrances for a Facility Site which has already been designated in such Schedule, (2) adding additional Facilities to be financed under such Schedule, (3) substituting Facilities in accordance with Section 6.4 hereof or (4) releasing a Facility or portion thereof if such Facility or portion thereof has been released from the lien of the Lease in accordance with the provisions thereof. Notwithstanding anything to the contrary in the Lease, any modification or amendment necessary or desirable in order to comply with provisions of the Code to ensure the status of the Series 2009A-QSCB Certificates as Qualified School Construction Bonds or to ensure the continued availability of the BAB Credit Payments shall not require the consent of any Certificateholder.

I. Remedies Upon Termination. Certain Facilities financed under Schedule 2004-1 dated as of June 1, 2004, as amended and restated as of June 1, 2006, as amended as of June 1, 2008 (“Prior Schedule 2004-1”), Schedule 2005A-1 dated as of May 15, 2005, as amended and restated as of March 1, 2007 and June 1, 2008 (“Prior Schedule 2005A-1”), Schedule 2006-1 dated as of June 1, 2006, as amended as of June 1, 2008 (“Prior Schedule 2006-1”) and Schedule 2008A-1 dated as of June 1, 2008, as amended and restated as of October 1,

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2008 (“Prior Schedule 2008A-1” and together with Prior Schedule 2004-1, Prior Schedule 2005A-1 and Prior Schedule 2006-1, the “Prior Schedules”), each as amended by an Amendment dated as of June 1, 2009 (the “Amendment”) executed by the School Board, the Corporation and the Trustee, as assignee of the Corporation, are also being financed as Series 2009A-1 Facilities under this Schedule 2009A-1, as described on Schedule I attached hereto (the “Overlapping Facilities”). Capitalized terms used, but not defined, in this Section 9.G. shall have the meanings assigned thereto in the Amendment. Schedule I attached hereto provides the source of funding from Certificate proceeds of the Overlapping Facilities. Notwithstanding anything to the contrary in the Prior Schedules, the Prior Ground Leases, the Series 2009A Ground Lease or this Schedule 2009A-1, including particularly Sections 5 and 7 of the Prior Ground Leases and the Series 2009A Ground Lease, upon the termination of the term of:

(1) the Series 2004-1 Lease or the Series 2009A-1 Lease, the proceeds derived from exercising any of the remedies available under the Master Lease with respect to A.C. Perry Elementary School shall be allocated 79.24% to Schedule 2004-1 and 20.76% to Schedule 2009A-1, and to the Holders of the outstanding Series 2004 Certificates in accordance with the Series 2004-1 Lease and Series 2004 Supplemental Trust Agreement and to the Holders of the outstanding Series 2009A Certificates in accordance with the Series 2009A-1 Lease and Series 2009A Supplemental Trust Agreement;

(2) the Series 2005A-1 Lease or the Series 2009A-1 Lease, the proceeds derived from exercising any of the remedies available under the Master Lease with respect to Walker Elementary School shall be allocated 39.11% to Schedule 2005A-1 and 60.89% to Schedule 2009A-1, and to the Holders of the outstanding Series 2005A Certificates in accordance with the Series 2005A-1 Lease and Series 2005A Supplemental Trust Agreement and to the Holders of the outstanding Series 2009A Certificates in accordance with the Series 2009A-1 Lease and Series 2009A Supplemental Trust Agreement;

(3) the Series 2006-1 Lease or the Series 2009A-1 Lease, the proceeds derived from exercising any of the remedies available under the Master Lease with respect to Palmview Elementary School shall be allocated 43.70% to Schedule 2006-1 and 56.30% to Schedule 2009A-1, and to the Holders of the outstanding Series 2006 Certificates in accordance with the Series 2006-1 Lease and Series 2006 Supplemental Trust Agreement and to the Holders of the outstanding Series 2009A Certificates in accordance with the Series 2009A-1 Lease and Series 2009A Supplemental Trust Agreement; and

(4) the Series 2008A-1 Lease or the Series 2009A-1 Lease, the proceeds derived from exercising any of the remedies available under the Master Lease with respect to Harbordale Elementary School shall be allocated 76.88% to Schedule 2008A-1 and 23.12% to Schedule 2009A-1, and to the Holders of the outstanding Series 2008A Certificates in accordance with the Series 2008A-1 Lease and Series 2008A Supplemental Trust Agreement and to the Holders of the outstanding Series 2009A Certificates in accordance with the Series 2009A-1 Lease and Series 2009A Supplemental Trust Agreement.

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J. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2009A Credit Facility Issuer at the following address:

Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: General Counsel with a copy to: Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: Risk Management Department - Public Finance Surveillance E-mail: riskmanagementdept@assuredguaranty.com

K. Representations, Warranties and Covenants Related to Series 2009A-QSCB

Certificates.

(1) The School Board represents and warrants that (i) prior to the expenditure of proceeds of the Series 2009A-QSCB Certificates for Series 2009A-1 Facilities and/or Series 2009A-1 Facility Sites, the School Board declared its intent to reimburse such expenditure with the proceeds of the Series 2009A-QSCB Certificates, (ii) not later than 60 days after payment of the original expenditure, the School Board adopted an official intent to reimburse the original expenditure with proceeds of the Series 2009A-QSCB Certificates, (iii) pursuant to the provisions of the Recovery Act, the School Board has been allocated authority to issue up to $49,913,000 aggregate principal amount of QSCB’s in calendar year 2009, (iv) it reasonably expects that 100% or more of the available project proceeds (as defined in Section 54A of the Code) will be spent for one or more Qualified Purposes within the three-year period beginning on the Closing Date and a binding commitment with a third party to spend at least 10% of the available project proceeds will be incurred within the six-month period beginning on the Closing Date.

(2) The School Board covenants that (i) no more than 2% of the proceeds of the Series 2009A-QSCB Certificates shall be expended for costs of issuance of the Series 2009A-QSCB Certificates; (ii) no reimbursement for expenditures shall be made later than 18 months after the date the original expenditure is made, (iii) no reimbursement of expenditures from proceeds of the Series 2009A-QSCB Certificates shall be made after the end of the Expenditure Period, (iv) it will submit reports required by Section 54A(d)(3) of the Code, and (v) it will comply with special rules relating to arbitrage in accordance with Section 54A(d)(3) of the Code.

(3) The School Board hereby certifies that the applicable State and local law requirements governing conflicts of interest have been satisfied.

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(4) The School Board hereby designates $49,913,000 of the principal portion of Basic Lease Payments and the Series 2009A-QSCB Certificates represented thereby as QSCBs for purposes of section 54F(a)(3) of the Code.

(5) The School Board covenants that it will not take or fail to take any action which could result in the occurrence of an Accountable Event of Loss of Qualified School Construction Bond Status.

L. Representations, Warranties and Covenants Related to Series 2009A-

BAB Certificates.

(1) The School Board represents and warrants that it reasonably expects that 100% or more of the available project proceeds (as defined in Section 54A of the Code) will be spent for one or more Qualified Purposes.

(2) The School Board covenants that (i) no more than 2% of the proceeds of the Series 2009A-BAB Certificates shall be expended for costs of issuance of the Series 2009A-BAB Certificates; (ii) 100% of the available project proceeds (as defined in Section 54A of the Code) shall be used for Qualified Purposes and (iii) it will comply with rules relating to arbitrage in accordance with the Code.

(3) The School Board hereby agrees to file Form 8038-CP no earlier than the ninetieth (90th) day and no later than the forty-fifth (45th) day prior to each Interest Payment Date identifying the amount of interest to be paid on the Interest Payment Date.

(4) The School Board hereby irrevocably elects to have Section 54AA of the Code apply to $63,910,000 of the principal portion of Basic Lease Payments and the Series 2009A-BAB Certificates represented thereby and pursuant to Sections 54AA(g) and 6431 of the Code, irrevocably elects to receive Build America Bond Payments.

(5) The School Board covenants that it will not take or fail to take any action which could result in the loss or diminishment of the BAB Credit Payments.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Corporation has caused this Schedule 2009A-1 to be executed in its corporate name by its duly authorized officers, and the School Board has caused this Schedule 2009A-1 to be executed in its name by its duly authorized members or officers, all as of the day and year first written above.

[SEAL] Attest: By: James F. Notter Secretary

BROWARD SCHOOL BOARD

LEASING CORP. By: Maureen S. Dinnen President

[SEAL] Attest: By: James F. Notter Secretary

THE SCHOOL BOARD OF BROWARD

COUNTY, FLORIDA By: Maureen S. Dinnen Chair

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SCHEDULE 2009A-2

dated as of June 1, 2009

to the

Master Lease Purchase Agreement dated as of

July 1, 1990, as amended as of December 20, 2000, between

Broward School Board Leasing Corp.

as Lessor (the “Corporation”)

and

The School Board of Broward County, Florida,

as Lessee (the “School Board”)

THIS SCHEDULE 2009A-2 (the “Schedule 2009A-2”) is hereby entered into under and pursuant to that certain Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (the “Master Lease”), pursuant to which the Corporation has agreed to lease purchase unto the School Board and the School Board has agreed to lease purchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2009A-2 Facilities herein described. The Corporation hereby demises and leases to the School Board, and the School Board hereby hires, takes and leases from the Corporation, the Series 2009A-2 Facilities described herein. The Master Lease with respect to this Schedule 2009A-2 and as modified and supplemented hereby, is referred to herein as the “Series 2009A-2 Lease”. All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby, are incorporated herein by reference.

SECTION 1. Definitions. For purposes of the Series 2009A-2 Lease the following terms have the meanings set forth below. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Master Lease or the Trust Agreement, including the Series 2009A Supplemental Trust Agreement, as appropriate.

“Commencement Date” for the Series 2009A-2 Lease is the Closing Date.

“Series 2009A-2 Facilities” shall mean the Facilities described in this Schedule 2009A-2, as this Schedule 2009A-2 may be amended or supplemented from time to time.

“Series 2009A Supplemental Trust Agreement” shall mean the Series 2009A Supplemental Trust Agreement dated as of June 1, 2009 between the Corporation and the Trustee.

SECTION 2. Lease Term.

(a) Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates. With respect to Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, the total of all Lease Terms of the Series 2009A-2 Lease is expected to be approximately twenty (20) years and thirteen (13) days consisting of an “Original Term” of approximately thirteen (13) days from the Commencement Date through and including June 30, 2009, and twenty (20) Renewal Terms of twelve (12) months each, each from July 1 through and including June 30 of the next succeeding calendar year, commencing July 1, 2009, and ending June 30, 2029. Each Lease

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2

Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease.

(b) Series 2009A-QSCB Certificates. With respect to Series 2009A-QSCB Certificates, the total of all Lease Terms of the Series 2009A-2 Lease is expected to be approximately fifteen (15) years consisting of an “Original Term” of approximately thirteen (13) days from the Commencement Date through and including June 30, 2009, and fourteen (14) Renewal Terms of twelve (12) months each, each from July 1 through and including June 30 of the next succeeding calendar year, commencing July 1, 2009, and ending June 30, 2023, and a final Renewal Term commencing July 1, 2023 and ending June 17, 2024. Each Lease Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease.

SECTION 3. Series 2009A-2 Facilities to be Lease Purchased. A general description of the Series 2009A-2 Facilities and the estimated costs of the Series 2009A-2 Facilities to be lease purchased under the Series 2009A-2 Lease are set forth in Exhibit A hereto. The School Board reserves the right to substitute other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease.

SECTION 4. Application of Certain Proceeds of Series 2009A Certificates. Pursuant to the provisions of Section 402 of the Series 2009A Supplemental Trust Agreement the Trustee will deposit the following sums attributable to the Series 2009A-2 Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2009A Certificates:

Amount Account

$ 8,000,000.00 BAB Subaccount of the Series 2009A Acquisition Account

32,849,989.11 QSCB Subaccount of the Series 2009A Acquisition Account

7,150,010.89 Tax-Exempt Subaccount of the Series 2009A Acquisition Account

233,858.52 Series 2009A Cost of Issuance Subaccount

SECTION 5. Basic Lease Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (each June 15 and December 15, commencing December 15, 2009) and the remaining principal portion with respect to the Series 2009A-2 Facilities to be lease purchased and the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates attributable to such Series 2009A-2 Facilities are set forth in Exhibit B-1 and Exhibit B-2 hereto, respectively. The principal portion of the Basic Lease Payments, the Lease Payment Dates (each June 15, commencing June 15, 2014) and the remaining principal portion with respect to the Series 2009A-2 Facilities to be lease purchased and the Series 2009A-QSCB Certificates attributable to such Series 2009A-2 Facilities are set forth in Exhibit B-3 hereto. The School Board shall notify the Trustee of the amount to be

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deposited to each subaccount of the Series 2009A Lease Payment Account on each Lease Payment Date.

If, upon delivery of the Certificate of Acceptance indicating completion of the acquisition, construction, installation and payment of all costs of the Series 2009A-2 Facilities, or if the School Board determines not to acquire, construct or install one or more components of the Series 2009A-2 Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series 2009A-2 Facility is different from the amount set forth herein, Exhibit B-1, Exhibit B-2 and/or Exhibit B-3 shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series 2009A-2 Facilities to be lease-purchased. The aggregate of Basic Lease Payments on Exhibit B-1 and Exhibit B-2 shall be no less than the principal and interest payments with respect to the portion of the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates and principal payments with respect to the portion of the Series 2009A-QSCB Certificates relating to the Series 2009A-2 Facilities and shall only be amended in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of the Series 2009A Certificates pursuant to Section 7.2 or 7.3 of the Master Lease, and prepayment or defeasance of a portion of Series 2009A Certificates pursuant to Article III of the Series 2009A Supplemental Trust Agreement or Section 801 of the Master Trust Agreement.

The interest portion of the Basic Lease Payments under the Series 2009A Lease and represented by the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates, expressed as an annual interest rate, is exempt from the limitations on interest rates set forth in Section 215.84, Florida Statutes, since the Series 2009A-BAB Certificates and Series 2009A-Tax-Exempt Certificates are rated within the three highest rating categories by a nationally recognized rating service.

SECTION 6. Additional Lease Payments. Additional Lease Payments with respect to the Series 2009A-2 Lease consist of a pro rata portion of the following amounts to be paid with respect to both the Series 2009A-1 Lease and Series 2009A-2 Lease, except as otherwise provided herein (the fees set forth below for Trustee services include services under Schedules 2009A-1 and 2009A-2):

1. Trustee Fees: Annual fee of $9,000 payable annually in advance.

2. Trustee Expenses: Expenses to be billed at cost. Legal fee for Trustee counsel at closing of $4,500. Thereafter, reasonable costs and expenses pursuant to the Master Lease or Trust Agreement.

3. Credit Facility Issuer Payment:

$302,626.07 to be paid to the Series 2009A Credit Facility Issuer upon issuance of the Series 2009A Certificates with respect to the Series 2009A Credit Facility.

SECTION 7. Prepayment Provisions. In addition to or in lieu of the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments

4

due as provided in Section 5 of this Schedule 2009A-2 is subject to the following prepayment provisions:

A. Optional Prepayment; Extraordinary Optional Prepayment.

(i) Series 2009A-BAB Certificates.

(a) Optional Prepayment. The principal portion of Basic Lease Payments due on or before June 15, 2019 shall not be subject to prepayment at the option of the School Board. The principal portion of Basic Lease Payments due on or after June 15, 2020 shall be subject to prepayment on or after June 15, 2019 by the School Board in whole or in part on any Business Day at the option of the School Board, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

(b) Extraordinary Optional Prepayment. The portion of Basic Lease Payments represented by Series 2009A-BAB Certificates is subject to extraordinary optional prepayment at the option of the School Board, in whole or in part upon the occurrence of an Extraordinary Event, at a Prepayment Price equal to the greater of (1) 100% of the principal portion of Basic Lease Payments represented by the Series 2009A-BAB Certificates to be prepaid, and (2) the sum of the present value of the remaining scheduled payments of Basic Lease Payments to the Maturity Date of the Series 2009A-BAB Certificates to be prepaid, not including any portion of those payments of the interest accrued and unpaid as of the date on which the Series 2009A-BAB Certificates are to be prepaid, discounted to the date on which the Series 2009A-BAB Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 100 basis points; plus, in each case, the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

(ii) Series 2009A-Tax-Exempt Certificates. The principal portion of Basic Lease Payments due on or before June 15, 2019 shall not be subject to prepayment at the option of the School Board. The principal portion of Basic Lease Payments due on or after June 15, 2020 shall be subject to prepayment on or after June 15, 2019 by the School Board in whole or in part on any Business Day at the option of the School Board, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date.

(iii) Series 2009A-QSCB Certificates. The principal portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is not subject to prepayment at the option of the School Board.

5

B. Extraordinary Prepayment.

(i) Series 2009A Certificates. The extraordinary prepayment provisions set forth in Section 7.2(b) and Section 5.4(b) of the Master Lease shall not apply to Basic Lease Payments represented by Series 2009A Certificates.

(ii) Series 2009A-QSCB Certificates.

(1) Extraordinary Mandatory Prepayment from Unexpended Proceeds of the

Series 2009A-QSCB Certificates. The portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is subject to extraordinary mandatory prepayment, in whole or in part, on September 15, 2012, or, in the event of an extension negotiated with the Internal Revenue Service, on a Tax Credit Allowance Date that occurs on or before the ninetieth day following the last day of the extension, in Authorized Denominations, at a Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, in an amount equal to the unexpended proceeds of the sale of the Series 2009A-QSCB Certificates held by the Trustee, but only to the extent that the School Board fails to expend all of the available project proceeds of the Series 2009A-QSCB Certificates within three years of issuance thereof and no extension of the period for expenditure has been granted by the Internal Revenue Service.

(2) Extraordinary Mandatory Prepayment Due to Loss of Qualified School

Construction Bond Status. Upon a Determination of Loss of Qualified School Construction Bond Status, the portion of Basic Lease Payments represented by Series 2009A-QSCB Certificates is subject to extraordinary mandatory prepayment, in whole, on the earliest practicable date designated by the School Board, but in no case later than the December 15 following the next succeeding June 1 after a Determination of Loss of Qualified School Construction Bond Status, at a Prepayment Price equal to (i) the principal portion of Basic Lease Payments represented by the Series 2009A-QSCB Certificates called for prepayment, plus (ii) the Prepayment Premium, plus (iii) accrued interest on the principal amount of the Series 2009A-QSCB Certificates called for prepayment (calculated at the tax credit rate) from the Tax Credit Allowance Date immediately preceding the Prepayment Date, to the date of prepayment.

In addition, in the event that any tax credits recognized prior to the date of prepayment are determined to be ineligible as tax credits as a result of the Determination of Loss of Qualified School Construction Bond Status, the Prepayment Price shall include an additional amount payable to the owners as of the applicable Tax Credit Allowance Dates of the Series 2009A-QSCB Certificates for such tax credits equal to the amount of such tax credits, plus interest thereon from the applicable Tax Credit Allowance Date to the date of prepayment, at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

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SECTION 8. Other Special Provisions.

A. Representations. (i) The School Board hereby confirms its representations, covenants and warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2009A-2 and all references therein to the Facilities shall include the Series 2009A-2 Facilities. The Corporation hereby confirms its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2009A-2 and all references therein to the Facilities shall include the Series 2009A-2 Facilities.

(ii) The Corporation hereby represents that the Master Lease is in effect and that to its knowledge there are no defaults on the date of execution of this Schedule 2009A-2 under any Lease, Ground Lease or the Trust Agreement.

(iii) To the extent permitted by Florida law, including by the provisions of Section 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2009A Credit Facility Issuer in accordance with the provisions of Section 503(i) of the Series 2009A Supplemental Trust Agreement.

B. Title. Notwithstanding the provisions of Section 6.1 of the Master Lease, title to the Series 2009A-2 Facilities shall be vested in the School Board upon acquisition.

C. Remedies Upon Nonappropriation or Default. For purposes of the Series 2009A-2 Lease only, Section 3.6 of the Master Lease shall not apply and, in its place, the following shall govern:

Section 3.6 No Surrender of Series 2009A-2 Facilities.

(A) Upon termination of the Series 2009A-2 Lease Term prior to the payment of all Lease Payments scheduled therefor or without the payment of the then applicable Purchase Option Price of the Series 2009A-2 Facilities, or (B) as provided in Section 8.2 of the Master Lease upon the occurrence of an event of default, then the Purchase Option Price of the Series 2009A-2 Facilities, shall become immediately due and payable, but only from the School Board’s current or other funds authorized by law and appropriated for such purpose as provided in Section 3.1 of the Master Lease. The Corporation’s sole remedy (other than rights and remedies it may have at law against the School Board’s legally available funds for compensatory damages as provided below upon the occurrence of an Event of Default under Section 8.1 of the Master Lease) shall be to seek a judgment against the School Board for the unpaid balance of the Purchase Option Price, which judgment shall be enforceable solely against the School Board’s legally available funds.

Notwithstanding the obligations of the School Board to pay the Purchase Option Price of the Series 2009A-2 Facilities, the School Board shall be under no

7

obligation to transfer possession of and/or title to the Series 2009A-2 Facilities to the Corporation, and the Corporation shall have no right under the Series 2009A-2 Lease to involuntarily dispossess the School Board of the use and enjoyment of or title to any of the Series 2009A-2 Facilities, and the Corporation hereby irrevocably waives any right to specific performance of the School Board’s covenants upon any such termination of the Lease Term.

Upon the termination of the Lease Term as a result of a default by the School Board, the Corporation shall have, in addition to the rights and remedies described above, the right to sue for compensatory damages, including damages for any loss suffered by the Corporation or the Trustee as a result of the School Board’s failure to pay the unpaid balance of the Purchase Option Price when due.

D. Continuing Disclosure. The School Board agrees to comply with the terms and provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the Series 2009A-2 Lease, failure of the School Board to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, provided it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Series 2009A Certificates, shall) or any Holder of the Series 2009A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the School Board to comply with its obligations under this Section 8.D. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009A Certificates (including persons holding Series 2009A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009A Certificates for federal income tax purposes.

E. Section 3.2(b) of the Master Lease. For purposes of the Series 2009A-2 Lease, Section 3.2(b) of the Master Lease shall read as follows:

(b) Upon the completion of acquisition and construction of the Series 2009A-2 Facilities financed under this Lease and payment of all Costs of the Series 2009A-2 Facilities, the amounts, if any, on deposit in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account shall be transferred to the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be applied to applicable Basic Lease Payments next coming due under this Lease; provided, however, that if, upon delivery by the School Board of a Certificate of Acceptance indicating completion of the acquisition, construction, installation and payment of all costs of the Series 2009A-2 Facilities(including the failure of the School Board to acquire any component of the Series 2009A-2 Facilities), there shall remain in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account an amount greater than the amount of related Basic Lease Payments coming due in the immediately following Fiscal Year under this Lease, such

8

amount shall be retained in the Tax-Exempt Subaccount of the Series 2009A Acquisition Account and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Lease as fully as if they were the originally leased Series 2009A-2 Facilities; provided, however, at the direction of the School Board, upon delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Tax-Exempt Subaccount of the Series 2009A Lease Payment Account to be credited against the applicable Basic Lease Payments next coming due.

F. Section 6.4 of the Master Lease. For purposes of the Series 2009A-2 Lease, Section 6.4 of the Master Lease shall read as follows:

SECTION 6.4. Substitution of Facilities. To the extent permitted by law, on or after the Completion Date the School Board may substitute for any Facilities other facilities owned by the School Board, provided such substituted facilities (a) have the same or a greater remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they are substituted, and (c) are of substantially equal utility as the Facilities to be replaced and meet the requirement of Section 5.9 hereof. In addition, to the extent permitted by law, prior to the Completion Date the School Board may release and/or substitute for any Facilities to be acquired, constructed and installed under a particular Schedule other facilities to be acquired, constructed and installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a) and (c), and (2) following such substitution and/or release, the sum of (x) with respect to Facilities for which a Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Facilities plus (y) with respect to Facilities for which a Certificate of Acceptance has been delivered, the fair market value of the Facilities, financed under the Schedule from which the Facilities are to be substituted and/or released is greater than or equal to the remaining principal portion of Basic Lease Payments due under such Schedule. In order to effect such substitution, the Facilities to be replaced shall be released from the encumbrance of the related Lease by appropriate instrument executed by the School Board and the Corporation (or Trustee as assignee of the Corporation) and the Facilities to be substituted shall likewise be incorporated in the appropriate Lease modifications.

G. Section 9.4 of the Master Lease. For purposes of the Series 2009A-2 Lease, Section 9.4 of the Master Lease shall read as follows:

SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Corporation and the School Board with the consent of the Credit Facility Issuer, if required under the terms of the Trust Agreement. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least

9

a majority in principal amount of the Certificates Outstanding who are affected by such waiver, alteration, modification, supplement or amendment shall be required. Notwithstanding the foregoing, a Schedule may be amended without obtaining the consent of the Credit Facility Issuer, if any, or of Holders of the affected Certificates, for the purpose of (1) adding a legal description and/or the permitted encumbrances for a Facility Site which has already been designated in such Schedule, (2) adding additional Facilities to be financed under such Schedule, (3) substituting Facilities in accordance with Section 6.4 hereof or (4) releasing a Facility or portion thereof if such Facility or portion thereof has been released from the lien of the Lease in accordance with the provisions thereof. Notwithstanding anything to the contrary in the Lease, any modification or amendment necessary or desirable in order to comply with provisions of the Code to ensure the status of the Series 2009A-QSCB Certificates as Qualified School Construction Bonds or to ensure the continued availability of the BAB Credit Payments shall not require the consent of any Certificateholder.

H. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2009A Credit Facility Issuer at the following address:

Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: General Counsel with a copy to: Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: Risk Management Department - Public Finance Surveillance E-mail: riskmanagementdept@assuredguaranty.com

I. Representations, Warranties and Covenants Related to Series 2009A-QSCB

Certificates.

(1) The School Board represents and warrants that (i) prior to the expenditure of proceeds of the Series 2009A-QSCB Certificates for Series 2009A-2 Facilities, the School Board declared its intent to reimburse such expenditure with the proceeds of the Series 2009A-QSCB Certificates, (ii) not later than 60 days after payment of the original expenditure, the School Board adopted an official intent to reimburse the original expenditure with proceeds of the Series 2009A-QSCB Certificates, (iii) pursuant to the provisions of the Recovery Act, the School Board has been allocated authority to issue up to $49,913,000 aggregate principal amount of QSCB’s in calendar year 2009, (iv) it reasonably expects that 100% or more of the available project proceeds (as defined in

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Section 54A of the Code) will be spent for one or more Qualified Purposes within the three-year period beginning on the Closing Date and a binding commitment with a third party to spend at least 10% of the available project proceeds will be incurred within the six-month period beginning on the Closing Date.

(2) The School Board covenants that (i) no more than 2% of the proceeds of the Series 2009A-QSCB Certificates shall be expended for costs of issuance of the Series 2009A-QSCB Certificates; (ii) no reimbursement for expenditures shall be made later than 18 months after the date the original expenditure is made, (iii) no reimbursement of expenditures from proceeds of the Series 2009A-QSCB Certificates shall be made after the end of the Expenditure Period, (iv) it will submit reports required by Section 54A(d)(3) of the Code, and (v) it will comply with special rules relating to arbitrage in accordance with Section 54A(d)(3) of the Code.

(3) The School Board hereby certifies that the applicable State and local law requirements governing conflicts of interest have been satisfied.

(4) The School Board hereby designates $49,913,000 of the principal portion of Basic Lease Payments and the Series 2009A-QSCB Certificates represented thereby as QSCBs for purposes of section 54F(a)(3) of the Code.

(5) The School Board covenants that it will not take or fail to take any action which could result in the occurrence of an Accountable Event of Loss of Qualified School Construction Bond Status.

J. Representations, Warranties and Covenants Related to Series 2009A-

BAB Certificates.

(1) The School Board represents and warrants that it reasonably expects that 100% or more of the available project proceeds (as defined in Section 54A of the Code) will be spent for one or more Qualified Purposes.

(2) The School Board covenants that (i) no more than 2% of the proceeds of the Series 2009A-BAB Certificates shall be expended for costs of issuance of the Series 2009A-BAB Certificates; (ii) 100% of the available project proceeds (as defined in Section 54A of the Code) shall be used for a Qualified Purpose, and (iii) it will comply with rules relating to arbitrage in accordance with the Code.

(3) The School Board hereby agrees to file Form 8038-CP no earlier than the ninetieth (90th) day and no later than the forty-fifth (45th) day prior to each Interest Payment Date identifying the amount of interest to be paid on the Interest Payment Date.

(4) The School Board hereby irrevocably elects to have Section 54AA of the Code apply to $63,910,000 of the principal portion of Basic Lease Payments and the Series 2009A-BAB Certificates represented thereby and pursuant to Sections 54AA(g) and 6431 of the Code, irrevocably elects to receive Build America Bond Payments.

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(5) The School Board covenants that it will not take or fail to take any action which could result in the loss or diminishment of the BAB Credit Payments.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Corporation has caused this Schedule 2009A-2 to be executed in its corporate name by its duly authorized officers, and the School Board has caused this Schedule 2009A-2 to be executed in its name by its duly authorized members or officers all as of the day and year first written above. [SEAL] BROWARD SCHOOL BOARD

LEASING CORP.

Attest: By:_____________________________ James F. Notter Secretary

By:________________________________ Maureen S. Dinnen President

[SEAL] THE SCHOOL BOARD OF BROWARD

COUNTY, FLORIDA Attest:

By:_____________________________ James F. Notter Secretary

By:________________________________ Maureen S. Dinnen Chair

[THIS PAGE INTENTIONALLY LEFT BLANK]

C-57

SERIES 2009A GROUND LEASE

Dated as of June 1, 2009

BETWEEN

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

acting as the governing body of

the School District of Broward County, Florida

as Lessor

AND

BROWARD SCHOOL BOARD LEASING CORP.

as Lessee

(Series 2009A-1 Facility Sites)

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TABLE OF CONTENTS

Page

Section 1. Lease of Series 2009A-1 Facility Sites ........................................................................3

Section 2. Ground Lease Term; Option to Renew........................................................................6

Section 3. Rent...............................................................................................................................6

Section 4. Title to Series 2009A-1 Facility Sites; Possession.......................................................7

Section 5. Use of Series 2009A-1 Facility Sites; Assignments and Subleases.......................................................................................................................8

Section 6. Right of Entry .............................................................................................................10

Section 7. Default ........................................................................................................................10

Section 8. Quiet Enjoyment.........................................................................................................10

Section 9. Liens............................................................................................................................10

Section 10. Condemnation.............................................................................................................10

Section 11. Estoppel Certificates...................................................................................................11

Section 12. Amendments...............................................................................................................11

Section 13. Binding Effect.............................................................................................................11

Section 14. No Merger of Leasehold Estate..................................................................................12

Section 15. Notices ........................................................................................................................12

Section 16. Severability.................................................................................................................12

Section 17. Applicable Law...........................................................................................................12

Section 18. Execution in Counterparts ..........................................................................................12

Section 19. Memorandum of Lease...............................................................................................13

Section 20. No Personal Liability..................................................................................................13

Section 21. Third Party Beneficiary ..............................................................................................13

Section 22. Radon..........................................................................................................................13

EXHIBIT A - SERIES 2009A-1 FACILITY SITES

SERIES 2009A GROUND LEASE

(Series 2009A-1 Facility Sites)

THIS SERIES 2009A GROUND LEASE dated as of June 1, 2009, between THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, (the “School Board”) acting as the governing body of the School District of Broward County, Florida (the “District”), as Lessor, and BROWARD SCHOOL BOARD LEASING CORP. (the “Corporation”), a not-for-profit corporation organized and existing under and pursuant to Chapter 617 and Section 1001.453, Florida Statutes, as Lessee.

Capitalized terms used, but not otherwise defined, herein shall have the meanings

assigned thereto in the hereinafter described Trust Agreement.

W I T N E S S E T H:

WHEREAS, the School Board has the power, under Section 1001.42(2) Florida Statutes, as amended, to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for educational purposes, and under Section 1001.42(9) Florida Statutes, as amended, to enter into leases or lease-purchase agreements of grounds and educational facilities, or of educational facilities for school purposes; and

WHEREAS, the Corporation has the authority to acquire educational facilities by lease or deed for the benefit of the School Board; and

WHEREAS, the Corporation is a “private corporation” within the meaning of Section 1001.42(9)(b)5, Florida Statutes, as amended, and is a “direct support organization” within the meaning of Section 1001.453, Florida Statutes, as amended; and

WHEREAS, in order to carry out its powers and authority to acquire facilities and equipment, the School Board and the Corporation have entered into a Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (as the same may be amended and supplemented from time to time, the “Master Lease”); and

WHEREAS, the School Board owns or holds a long-term lease on certain real property located in Broward County, Florida, and described in Exhibit A attached hereto, as the same may be amended from time to time by the addition of parcels of land to be acquired by the School Board in the future pursuant to one or more supplements thereto (which real property, together with all buildings, structures and improvements now or hereafter erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner or lessee of such land by reason of ownership of such land or a leasehold interest in such land, and all fixtures, additions, alterations or replacements thereto, now or hereafter located in, on or used in connection with or attached or made to such land is hereinafter referred

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to as a “Series 2009A-1 Facility Site” or, in the case of separate parcels, such parcels are herein collectively referred to as the “Series 2009A-1 Facility Sites”); and

WHEREAS, the School Board desires to lease-purchase one or more particular educational facilities to be located on the Series 2009A-1 Facility Sites and desires to lease purchase certain other educational facilities and sites (individually and collectively, the “Series 2009A-1 Facilities”), pursuant to Schedule 2009A-1 to the Master Lease (which schedule, upon being executed and delivered by the School Board and the Corporation, together with the terms and provisions of the Master Lease, constitutes a separate lease, as the same may be amended or supplemented from time to time, the “Series 2009A-1 Lease”); and

WHEREAS, it is possible that a portion of the Series 2009A-1 Facilities may be attached to one or more existing structures of the School Board adjacent to the Series 2009A-1 Facility Sites; may be dependent upon adjacent property of the School Board for pedestrian and vehicular ingress, egress and access to and from and between the Series 2009A-1 Facility Sites and the public roads adjoining the adjacent property of the School Board (“Access”); and may further be dependent upon the School Board’s adjacent property for utility and other services which would be necessary for the full use and enjoyment of the Series 2009A-1 Facility Sites including, but not limited to, drainage, sewer and water service, electric, telephone and gas service and parking of vehicles (collectively, the “Services”); and

WHEREAS, the Corporation desires to acquire from the School Board, pursuant to this Series 2009A Ground Lease, and the School Board is willing to grant to the Corporation, the right to utilize the adjacent property of the School Board to the extent reasonably necessary for Access and for the Services, and the Corporation and the School Board desire to provide for the structural attachment of certain of the Series 2009A-1 Facilities to the adjacent property of the School Board; and

WHEREAS, the School Board has on January 13, 2009, after due notice as required by law, held an open, public meeting on the proposal of entering into this Series 2009A Ground Lease, at which meeting a copy of this Series 2009A Ground Lease in substantially final form was available for inspection and review by the public; and

WHEREAS, provisions for the payment of the cost of acquiring and constructing the Series 2009A-1 Facilities have been made by (a) establishing a trust pursuant to the Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997, and as supplemented by a Series 2009A Supplemental Trust Agreement dated as of June 1, 2009 (as the same may be further amended or supplemented from time to time, the “Trust Agreement”), between the Corporation and U.S. Bank National Association (successor in interest to First Union National Bank of Florida), as trustee (the “Trustee”), and irrevocably assigning to the Trustee without recourse all of the Corporation’s right, title and interest in and to this Series 2009A Ground Lease and the Series 2009A-1 Lease and the Series 2009A-2 Lease, except for certain rights to indemnification, to receive notices and to hold title to the Series 2009A-1 Facilities, (b) directing the Trustee for such trust to execute and deliver to the public Certificates of Participation, Series 2009A (the “Series 2009A Certificates”) evidencing undivided proportionate interests of the

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Owners thereof in the right to receive Basic Lease Payments to be made by the School Board, as lessee, pursuant to the Series 2009A-1 Lease and the Series 2009A-2 Lease (the Series 2009A-1 Lease and the Series 2009A-2 Lease being collectively referred to herein as the “Series 2009A Leases”) and (c) directing the Trustee to hold the proceeds of sale of the Series 2009A Certificates in trust subject to application only to pay the costs of acquisition and construction of the Series 2009A Facilities; and

WHEREAS, the costs of acquisition and construction of the Series 2009A-1 Facilities and the costs of the Series 2009A-2 Facilities may be refinanced by the issuance of refunding certificates and such refunding certificates would also represent a portion of the Basic Lease Payments due under the Series 2009A Lease (the Series 2009A Certificates, together with any other certificates which represent a portion of Basic Lease Payments set forth in Schedule 2009A-1 and Schedule 2009A-2, the “Certificates”); and

WHEREAS, each Certificate represents an undivided proportionate interest in the principal portion of the Basic Lease Payments set forth in the Series 2009A Leases due and payable on the maturity date or earlier prepayment date of the Certificates and in the interest portion of the Basic Lease Payments set forth in the Series 2009A Leases due and payable semiannually, to and including such maturity date or earlier prepayment date; and

WHEREAS, the Corporation will assign to the Trustee all of its right, title and interest in and to this Series 2009A Ground Lease, the Series 2009A Leases and the Series 2009A Lease Payments (as defined in the Series 2009A Assignment Agreement, as defined below) except for certain indemnification rights and the right of the Corporation to receive notices and to hold title to certain of the Series 2009A Facilities, pursuant to the Series 2009A Assignment Agreement dated as of June 1, 2009 (as the same may be amended or supplemented from time to time, the “Series 2009A Assignment Agreement”); and

WHEREAS, the School Board intends for the Series 2009A Leases to remain in full force and effect until after the last Lease Payment Date for the Series 2009A Facilities and the payment to holders of the Certificates of the last principal and interest portions of Basic Lease Payments due under the Series 2009A Leases and represented by the Certificates, unless sooner terminated in accordance with the terms provided therein; and

WHEREAS, the School Board intends for this Series 2009A Ground Lease to remain in full force and effect until the termination of the Lease Term, as provided below.

NOW, THEREFORE, the School Board and the Corporation accordingly hereby covenant and agree as follows:

Section 1. Lease of Series 2009A-1 Facility Sites. Subject to Permitted Encumbrances (as described in Exhibit A attached hereto and made a part hereof), the School Board hereby demises and leases the Series 2009A-1 Facility Sites, more particularly described in Exhibit A, as the same may be amended from time to time pursuant to one or more supplements thereto, to the Corporation, and the Corporation hereby hires, takes and leases the

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Series 2009A-1 Facility Sites from the School Board, for the term, at the rental and on the conditions herein set forth. Such demising and leasing shall include the following rights:

(i) The right to utilize the adjacent property of the School Board for Access and for the Services reasonably necessary to the full use and enjoyment of the Series 2009A-1 Facility Sites; provided that the locations on the adjacent property of the School Board utilized for such purposes shall be reasonably agreed upon by the Corporation and the School Board; and provided, further, that the rights shall include, but not necessarily be limited to, the right to utilize for such purposes any portion of the adjacent property of the School Board (e.g., the rights shall include, but not necessarily be limited to, the right to utilize for appropriate purposes, any drives, parking areas, drainage facilities or sewer, water, gas, electric or telephone lines from time to time located upon the adjacent property of the School Board, together with the right to “tie-in” or “connect” thereto). If the Lease Term of the Series 2009A-1 Lease terminates prior to the termination of the term of this Series 2009A Ground Lease, the School Board and the Corporation shall each have the right to install such meters or submeters as may be reasonably appropriate to the end that the Corporation is charged for consumption of such utilities on the Series 2009A-1 Facility Sites.

(ii) The adjacent property of the School Board and the Series 2009A-1 Facilities may contain certain elements, features or parts which are structural elements of both the adjacent property of the School Board and the Series 2009A-1 Facilities. Such structural elements include, but are not necessarily limited to, the following:

(A) All utility lines, ducts, conduits, pipes and other utility fixtures and appurtenances which are located on or within either the Series 2009A-1 Facility Sites or Series 2009A-1 Facilities on the one hand or the adjacent property of the School Board on the other hand and which, directly or indirectly, in any way, service the other.

(B) All division walls (hereinafter referred to as “Party Walls”) between the Series 2009A-1 Facilities and the adjacent property of the School Board upon the common line between the Series 2009A-1 Facility Sites and the adjacent property of the School Board (hereinafter referred to as the “Lot Line”) provided that the mere fact that such a division wall is found not to be on the Lot Line shall not preclude that division wall from being a Party Wall.

(C) The roof and all roof support structures and any and all appurtenances to such roof and roof support structures including, without limitation, the roof covering, roof trim and roof drainage fixtures (collectively referred to as “Roofing”) to the extent interrelated between the Series 2009A-1 Facilities and the adjacent property of the School Board. Should the Roofing of any Series 2009A-1 Facilities extend beyond the Lot Line, the right therefor is hereby granted and should the Roofing of the adjacent property of the School

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Board extend beyond the Lot Line onto the Series 2009A-1 Facility Sites, the right therefor is hereby reserved.

(D) The entire concrete floor slab or wood floor system if utilized in lieu thereof and all foundational and support structures and appurtenances thereto to the extent interrelated between the Series 2009A-1 Facilities and the adjacent property of the School Board (collectively referred to as “Flooring”). Should the Flooring of the Series 2009A-1 Facilities extend beyond the Lot Line, the right therefor is hereby granted and should the Flooring of the adjacent property of the School Board extend beyond the Lot Line onto the Series 2009A-1 Facility Sites, the right therefor is hereby reserved.

(iii) The Series 2009A-1 Facility Sites rights further include the right of the Series 2009A-1 Facilities to encroach upon the adjacent property of the School Board as a result of minor inaccuracies in survey, construction or reconstruction or due to settlement or movement. The encroaching Series 2009A-1 Facilities shall remain undisturbed for as long as same exist and, for so long as such encroachment exists, that portion of the adjacent property of the School Board on which same exists shall be deemed to be a part of the Series 2009A-1 Facility Sites. In addition, the Series 2009A-1 Facility Sites rights include the right to utilize that portion of the adjacent property of the School Board as may be reasonably necessary in order to maintain and repair the Series 2009A-1 Facilities. The Series 2009A-1 Facility Sites rights further include cross rights of support and use over, upon, across, under, through and into the common structural elements in favor of the Corporation (and like rights are hereby reserved unto the School Board) for the continued use, benefit and enjoyment and continued support, service, maintenance and repair of all such common structural elements.

The School Board, at its sole expense, shall bring or cause to be brought to the Series 2009A-1 Facility Sites adequate connections for water, electrical power, telephone, storm sewerage and sewerage, and shall arrange with the appropriate utility companies for furnishing such services and shall provide to the Series 2009A-1 Facility Sites water services and capacity sufficient for the contemplated operation of the Series 2009A-1 Facilities thereon; including, but not limited to, heating, ventilation and air conditioning equipment. Either the School Board or the Corporation shall have the right, at its own expense, to request and receive telephone and communication services from the utility companies furnishing such services subject to the customary rules and regulations of said utility companies whether the companies deliver such services directly through their own conduits or pipes, or through conduits and pipes owned by the School Board. The School Board agrees to grant such utility companies rights of access over, under and across the remaining property of the School Board adjoining the Series 2009A-1 Facility Sites, if any, as shall be necessary and convenient for the efficient operation of the Series 2009A-1 Facility Sites, and which do not materially impair the present and future uses of such remaining property of the School Board, if any.

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Section 2. Ground Lease Term; Option to Renew. The initial Ground Lease Term for the Series 2009A-1 Facility Sites shall commence on the commencement date of the Series 2009A-1 Lease (the “Commencement Date”) and shall end on July 1, 2039. If, upon the termination of the Lease Term as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation or the Trustee as the assignee of the Corporation excludes the School Board from possession of the Series 2009A-1 Facility Sites and Series 2009A-1 Facilities, the School Board grants to the Corporation the right and option to renew this Series 2009A Ground Lease for an additional term not to exceed five (5) years, at a fair market rental to be determined, adjusted and paid in the manner set forth in Section 3 of this Series 2009A Ground Lease.

Notwithstanding the foregoing, this Series 2009A Ground Lease may be terminated by the School Board on any date prior to the end of the initial term or any renewal term hereof, which date is at least one (1) day after the date of termination of the Series 2009A-1 Lease, upon not less than ten (10) days prior written notice to the Corporation, (a) upon payment of the Purchase Option Price, pursuant to Section 7.2 of the Master Lease, with respect to the Series 2009A-1 Facilities, and full performance and satisfaction of the School Board’s obligations under the Series 2009A-1 Lease, or (b) upon the provision for payment of all Lease Payments under the Series 2009A-1 Lease pursuant to Section 7.3 of the Master Lease, together in each case with payment of the sum of $1.00. This Series 2009A Ground Lease may likewise be modified at the request of the School Board at any time, upon similar notice and modification of the Series 2009A-1 Lease (a) to reflect the substitution of all or a portion of the Series 2009A-1 Facility Sites and Series 2009A-1 Facilities in accordance with Section 6.4 of the Master Lease, or (b) upon payment or provision for payment of the Purchase Option Price of all or a portion of one or more particular Series 2009A-1 Facilities pursuant to Section 7.3 of the Master Lease, to reflect the release of one or more portions of the Series 2009A-1 Facility Sites from this Series 2009A Ground Lease.

Section 3. Rent. (a) So long as the Lease Term has not been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall pay to the School Board as and for rental for the Series 2009A-1 Facility Sites the sum of one dollar ($1.00) per annum, which sum shall be due in advance on the Commencement Date (pro rated) and annually thereafter on the first day of each renewal Lease Term. At the option of the Corporation, the Corporation may prepay all or a portion of the ground rent payable hereunder (the “Ground Rent”) for the entire initial lease term hereof from the proceeds of sale of the Series 2009A Certificates or otherwise.

(b) From and after the date on which the Lease Term shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall pay as and for rental for the Series 2009A-1 Facility Sites an amount determined by an M.A.I. appraisal to be the fair market rental for the Series 2009A-1 Facility Sites (the “Appraisal”), which Appraisal shall be prepared by an appraiser selected by the Trustee as assignee of the Corporation (the cost of such Appraisal to be paid by the Trustee and reimbursed as provided in Article VI of the Trust Agreement); provided, however, that such fair

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market rental and the payment thereof shall be subject to the following adjustments and conditions:

(i) if the Lease Term shall have been terminated on a date other than June 30 of any year, the fair market rental determined pursuant to the Appraisal shall be pro rated for the number of days between the date of termination and the next succeeding July 1;

(ii) for each twelve month period beginning on the July 1 next succeeding the date on which such termination occurs and beginning on each succeeding July 1, the amount of the fair market rental determined by the Appraisal shall be adjusted by the percentage (positive or negative) which is equal to the Implicit Price Deflator of the Consumer Price Index published by the United States Department of Commerce for the region of the United States where Florida is located or for the United States as a whole if not so published for such region;

(iii) the fair market rental due in any year shall be paid in the current year only to the extent that the moneys received by the Trustee as assignee of the Corporation from the exercise of the remedies permitted under the Series 2009A-1 Lease during the preceding twelve months prior to such July 1 exceeded the principal and interest portion of Basic Lease Payments under the Series 2009A-1 Lease payable for such preceding twelve months and other amounts described in Section 504 of the Trust Agreement; provided, however, that any portion of such fair market rental not paid in any year due to the provisions of this clause (iii) shall remain due and payable and shall accumulate from year to year and shall be paid in any future year to the extent that moneys received in such year from the exercise of the remedies permitted by the Series 2009A-1 Lease exceed the principal and interest portion of Basic Lease Payments under the Series 2009A-1 Lease and other amounts described in Section 504 of the Trust Agreement and the fair market rental due in such years; and

(iv) the failure to pay any portion of the fair market rental in any year due to insufficiencies of moneys realized from the exercise of the remedies permitted under the Series 2009A-1 Lease (1) shall not give rise to any obligation to pay interest on such unpaid fair market rental and (2) shall not constitute a default under this Series 2009A Ground Lease by the Corporation or the Trustee as the assignee of the Corporation. The Trustee as assignee of the Corporation shall be obligated for payment of Ground Rent only to the extent of funds provided by the School Board, the Corporation, the Certificate holders, the Series 2009A Credit Facility Issuer or any Permitted Transferee (hereinafter defined).

Section 4. Title to Series 2009A-1 Facility Sites; Possession. (a) Upon the Commencement Date and throughout the term of this Series 2009A Ground Lease, fee title to the Series 2009A-1 Facility Sites shall be in the name of the School Board, subject to Permitted Encumbrances; title to the Series 2009A-1 Facilities constructed on the Series 2009A-1 Facility Sites shall be in the name of the Corporation and shall remain severed from title to the Series

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2009A-1 Facility Sites until the earlier of (i) payment in full, or provision for payment, of all Lease Payments under the Series 2009A-1 Lease or payment of the then applicable Purchase Option Price of the Series 2009A-1 Facilities, in accordance with Sections 7.2 or 7.3 of the Master Lease and Section 2 hereof, or (ii) the end of the term of this Series 2009A Ground Lease.

(b) The Corporation shall at all times during the term of this Series 2009A Ground Lease have a leasehold estate in the Series 2009A-1 Facility Sites with full right to vest the use, enjoyment and possession of such leasehold estate therein in a Permitted Transferee (as defined herein).

(c) Possession and use of the Series 2009A-1 Facility Sites, together with all improvements thereon, shall, upon the last day of the term of this Series 2009A Ground Lease or earlier termination of this Series 2009A Ground Lease pursuant to Section 2 hereof, automatically revert to the School Board free and clear of liens and encumbrances other than Permitted Encumbrances without necessity of any act by the Corporation or any Permitted Transferee. Upon such termination of this Series 2009A Ground Lease, the Corporation shall peaceably and quietly surrender to the School Board the Series 2009A-1 Facility Sites together with any improvements located in or upon the Series 2009A-1 Facility Sites. Upon such surrender of the Series 2009A-1 Facility Sites, the Corporation or any Permitted Transferee, at the reasonable request of the School Board, shall execute an instrument in recordable form evidencing such surrender and shall deliver to the School Board all books, records, construction plans, surveys, permits and other documents relating to, and necessary or convenient for, the operation of the Series 2009A-1 Facility Sites in the possession of the Corporation or any Permitted Transferee.

(d) Any personal property of the Corporation, any Permitted Transferee or any Person which shall remain on the Series 2009A-1 Facility Sites after expiration or earlier termination of the term of this Series 2009A Ground Lease and for thirty (30) days after request by the School Board for removal, shall, at the option of the School Board, be deemed to have been abandoned and may be retained by the School Board and the same may be disposed of, without accountability, in such manner as the School Board may see fit.

(e) If the Corporation or any Permitted Transferee holds over or refuses to surrender possession of the Series 2009A-1 Facility Sites after expiration or earlier termination of this Series 2009A Ground Lease, the Corporation or any Permitted Transferee shall be a tenant at sufferance and shall pay rent equal to the fair market rental of the Series 2009A-1 Facility Sites determined in the manner provided in Section 3(b) hereof.

Section 5. Use of Series 2009A-1 Facility Sites; Assignments and Subleases. The Corporation may use the Series 2009A-1 Facility Sites for any lawful purpose; however, the parties agree that unless the Series 2009A-1 Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Series 2009A-1 Facility Sites shall be used solely for educational purposes. Unless the Series 2009A-1 Lease shall have been so terminated, no assignment of this Series 2009A Ground Lease or

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subletting of the Series 2009A-1 Facility Sites may be made except as provided in the Series 2009A Assignment Agreement, the Series 2009A-1 Lease, the Trust Agreement and in any agreement with a Credit Facility Issuer, if any, without the prior written consent of the School Board. In the event that the Series 2009A-1 Lease shall be terminated pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, then the Corporation’s interest in this Series 2009A Ground Lease may be assigned by the Trustee to any third party, including a Credit Facility Issuer (a “Permitted Transferee”), who may alter, modify, add to or delete from the Series 2009A-1 Facilities existing from time to time on the Series 2009A-1 Facility Sites.

The School Board represents and covenants that the Series 2009A-1 Facility Sites are presently zoned to allow government use, and that the School Board shall take no action with respect to zoning or other land use regulation applicable to the Series 2009A-1 Facility Sites except as directed by the Corporation. The School Board shall do everything in its power to assist the Corporation in obtaining such building permits, subdivision approvals, or zoning changes or variances as the Corporation may deem necessary or desirable or such other permits, licenses, approvals or other actions which the Corporation deems necessary or desirable in order to enable the Corporation to use the Series 2009A-1 Facility Sites for such purposes as the Corporation shall determine, provided, however, that neither the Corporation nor any Permitted Transferee shall use or permit the Series 2009A-1 Facility Sites to be used in violation of any valid present or future laws, ordinances, rules or regulations of any public or governmental authority at any time applicable thereto.

It is understood that all right, title and interest of the Corporation in and to this Series 2009A Ground Lease is to be irrevocably assigned by the Corporation to the Trustee pursuant to the Series 2009A Assignment Agreement, except that the Corporation shall continue to hold title to the Series 2009A-1 Facilities as described in Section 4 hereof and in the Series 2009A-1 Lease. The School Board agrees that upon such assignment the Trustee shall have all of the rights of the Corporation hereunder assigned to the Trustee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Series 2009A Ground Lease or otherwise) that the School Board may from time to time have against the Corporation or any person or entity associated or affiliated therewith. The School Board acknowledges that the Trustee is acting on behalf of the holders of the Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases, and may, under certain circumstances, assign this Series 2009A Ground Lease to a Permitted Transferee.

Notwithstanding anything to the contrary herein or in any exhibit, instrument, document or paper relating to this Series 2009A Ground Lease or any of the transactions contemplated hereby, the parties hereto acknowledge and agree that upon the assignment by the Corporation of its rights hereunder to the Trustee pursuant to the Series 2009A Assignment Agreement, the Corporation shall have no further obligation, liability or responsibility hereunder and no party hereto nor its successors or assigns shall look to the Corporation for any damages, expenses, fees, charges or claims with respect to the failure of any obligations hereunder to be performed.

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Section 6. Right of Entry. Unless the Series 2009A-1 Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the School Board shall have the right for any of its duly authorized representatives to enter upon the Series 2009A-1 Facility Sites at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 7. Default. In the event the Corporation shall be in default in the performance of any obligation on its part to be performed under the terms of this Series 2009A Ground Lease, which default continues for sixty (60) days following notice and demand for correction thereof to the Corporation, the School Board may exercise any and all remedies granted by law; provided, however, that so long as any Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases are outstanding and except as provided in Section 2 herein, this Series 2009A Ground Lease shall not be terminated. The School Board shall have recourse solely against the leasehold estate of the Corporation in the Series 2009A-1 Facility Sites, and any proceeds thereof, for the payment of any liabilities of the Corporation hereunder. The rights of the School Board under this Section 7 shall be subordinate in all respects to the rights of the holders of the Certificates.

Section 8. Quiet Enjoyment. The Corporation at all times during the term of this Series 2009A Ground Lease shall peacefully and quietly have, hold and enjoy the Series 2009A-1 Facility Sites, without hindrance or molestation subject to the provisions hereof and of the Series 2009A-1 Lease, the Series 2009A Assignment Agreement and the Trust Agreement.

Section 9. Liens. Unless the Series 2009A-1 Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, neither the School Board nor the Corporation shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to such Series 2009A-1 Facility Sites, other than Permitted Encumbrances. The School Board shall reimburse the Trustee for any expense incurred by the Trustee in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Upon termination of the Series 2009A-1 Lease as provided above, the Corporation, the Trustee and any Permitted Transferee may enter into a mortgage or other encumbrance of its leasehold estate in the Series 2009A-1 Facility Sites, provided, however, that the School Board’s title to the Series 2009A-1 Facility Sites shall not be subject to or encumbered by any such mortgage or other encumbrance, including without limitation any mechanic’s or materialman’s liens.

Section 10. Condemnation. In the event that any person, public or private, shall by virtue of eminent domain or condemnation proceedings, or by purchase in lieu thereof, at any time during the Ground Lease Term acquire title to the Series 2009A-1 Facility Sites:

(a) So long as the Series 2009A-1 Lease is in effect, the Net Proceeds resulting therefrom shall be applied pursuant to the Master Lease.

(b) After the end of the Lease Term of the Series 2009A-1 Lease, (i) if such person acquires title to such a substantial portion of the Series 2009A-1 Facility

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Sites that the Corporation determines that it cannot economically make use of the residue thereof for the lawful purposes intended or permitted by this Series 2009A Ground Lease, such acquisition of title or payment of such claim shall terminate the Ground Lease Term, effective as of the date on which the condemning party takes possession thereof or on the date of payment of such claim, as applicable, and the Net Proceeds resulting therefrom shall be paid to the School Board and the Corporation, as their respective interests may appear; and (ii) if such person acquires title to a portion of the Series 2009A-1 Facility Sites such that the Corporation determines that it can economically make beneficial use of the residue thereof for the purposes intended by this Series 2009A Ground Lease, then this Series 2009A Ground Lease shall continue in full force and effect and the Net Proceeds resulting therefrom shall be paid to the School Board and the Corporation, as their respective interests appear.

(c) Any taking of any portion of the Series 2009A-1 Facility Sites shall be deemed substantial hereunder.

(d) It is understood that the foregoing provisions of this Section 10 shall not in any way restrict the right of the School Board or the Corporation to appeal the award made by any court or other public agency in any condemnation proceeding.

Section 11. Estoppel Certificates. The School Board, at any time and from time to time, upon not less than thirty (30) days prior written notice from the Corporation, will execute, acknowledge and deliver to the Corporation, or to whomsoever it may direct, a certificate of the School Board certifying that this Series 2009A Ground Lease is unmodified (or, if there have been any modifications, identifying the same), that this Series 2009A Ground Lease is in full force and effect and that there is no default hereunder (or, if so, specifying the default). It is intended that any such certificate may be relied upon by any Person.

Section 12. Amendments. Other than amendments in connection with the acquisition of the Series 2009A-1 Facility Sites, no amendment may be made to this Series 2009A Ground Lease without the prior written consent of the Trustee and each Credit Facility Issuer, if any, securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Series 2009A Ground Lease may be amended without the prior written consent of the Trustee and the Credit Facility Issuer, if any, or the consent of the Holders of Certificates if the purpose for such amendment does not require consent pursuant to Section 9.4 of the Series 2009A Leases. Copies of all amendments hereto shall be provided to each Rating Agency, whether effected pursuant to Section 702 or Section 703 of the Trust Agreement.

Section 13. Binding Effect. This Series 2009A Ground Lease shall inure to the benefit of and shall be binding upon the Corporation and the School Board and their respective

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successors and assigns, provided, however, that the Trustee is entitled to the benefits of the provisions hereof.

Section 14. No Merger of Leasehold Estate. There shall be no merger of this Series 2009A Ground Lease or of the leasehold estate hereby created with the fee estate in the Series 2009A-1 Facility Sites by reason of the fact that, through the exercise of remedies hereunder or otherwise, the same person may acquire or hold, directly or indirectly, this Series 2009A Ground Lease or leasehold estate hereby created or any interest herein or therein, and the fee estate in the Series 2009A-1 Facility Sites or any interest in such fee estate. There shall be no merger of this Series 2009A Ground Lease with the Series 2009A-1 Lease by reason of the fact that the School Board is the owner of the fee title to the Series 2009A-1 Facility Sites and the leasehold estate in the Series 2009A-1 Facilities created under the Series 2009A-1 Lease or by reason of the fact that the Corporation is the owner of the leasehold estate in the Series 2009A-1 Facility Sites created hereby and is the owner of the fee title in the Series 2009A-1 Facilities as provided in the Series 2009A-1 Lease.

Section 15. Notices. All notices, certificates, requests or other communications hereunder shall be in writing and shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid to the following addresses, or to such other address or addresses as shall be designated by the parties in writing:

Corporation: 600 Southeast Third Avenue, 10th Floor Fort Lauderdale, Florida 33301 Attention: President

School Board: 600 Southeast Third Avenue, 10th Floor Fort Lauderdale, Florida 33301 Attention: Superintendent

With copies to

Trustee: U.S. Bank National Association 200 South Biscayne Blvd., Suite 1870 Miami, Florida 33131 Attention: Corporate Trust Administration

Section 16. Severability. In the event any provision of this Series 2009A Ground

Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 17. Applicable Law. This Series 2009A Ground Lease shall be governed by and construed in accordance with the laws of the State of Florida.

Section 18. Execution in Counterparts. This Series 2009A Ground Lease may be executed in several counterparts, each of which shall be an original and all of which constitute but one and the same instrument.

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Section 19. Memorandum of Lease. Simultaneously with the execution of this Series 2009A Ground Lease, the School Board and the Corporation shall each execute, acknowledge and deliver a Memorandum of Lease with respect to this Series 2009A Ground Lease. Said Memorandum of Lease shall not in any circumstances be deemed to change or otherwise to affect any of the obligations or provisions of this Series 2009A Ground Lease. Upon the modification of this Series 2009A Ground Lease as provided in Section 2 hereof, the Memorandum of Lease shall be appropriately amended.

Section 20. No Personal Liability. No covenant or agreement contained in this Series 2009A Ground Lease shall be deemed to be the covenant or agreement of any member of the School Board or the Corporation or any officer, employee or agent of the School Board or the Corporation, or of any successor thereto, in an individual capacity, and neither the members of the School Board or the Corporation executing this Series 2009A Ground Lease nor any officer, employee, agent of the School Board or the Corporation shall be personally liable or accountable by reason of the execution or delivery hereof.

Section 21. Third Party Beneficiary. Each Credit Facility Issuer, if any, securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A-1 Lease shall be deemed to be a third party beneficiary of this Series 2009A Ground Lease.

Section 22. Radon. Pursuant to Section 404.056, Florida Statutes, the following

notification is hereby given: “RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.”

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Corporation has caused this Series 2009A Ground Lease to be executed in its corporate name and its corporate seal to be hereunto affixed and attested by its duly authorized officers and the School Board has caused this Series 2009A Ground Lease to be executed in its name and its seal to be hereunto affixed by its duly authorized officials, all as of the date first above written.

THE SCHOOL BOARD OF

BROWARD COUNTY, FLORIDA

[SEAL] By: Maureen S. Dinnen Chair

Attest:

By:________________________ James F. Notter Secretary

BROWARD SCHOOL BOARD

LEASING CORP.

[SEAL] By:

Maureen S. Dinnen President

Attest:

By:________________________ James F. Notter Secretary

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STATE OF FLORIDA ) ) SS:

COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Maureen S. Dinnen and James F. Notter, personally known to me to be the same persons whose names are Chair and Secretary, respectively, of THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said School Board, and delivered the said instrument as the free and voluntary act of said School Board and as their own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ____ day of June, 2009.

_______________________________ NOTARY PUBLIC, STATE OF FLORIDA

NOTARY PUBLIC SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type as Commissioned.)

Personally known to me, or Produced identification: (Type of Identification Produced)

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16

STATE OF FLORIDA ) ) SS:

COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, does hereby certify that Maureen S. Dinnen and James F. Notter, personally known to me to be the same persons whose names are, respectively, as President and Secretary, respectively, of BROWARD SCHOOL BOARD LEASING CORP., a Florida not-for-profit corporation, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ____ day of June, 2009.

_______________________________ NOTARY PUBLIC, STATE OF FLORIDA

NOTARY PUBLIC SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type as Commissioned.)

Personally known to me, or Produced identification:

(Type of Identification Produced)

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK]

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This instrument was prepared by and when recorded should be returned to: Robert C. Gang, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131

(This space reserved for Clerk)

SERIES 2009A

ASSIGNMENT AGREEMENT

BETWEEN

BROWARD SCHOOL BOARD LEASING CORP.

AND

U.S. BANK NATIONAL ASSOCIATION

As Trustee

Dated as of June 1, 2009

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TABLE OF CONTENTS

Page

Section 1. Recitals.........................................................................................................................1

Section 2. Assignment ..................................................................................................................2

Section 3. Administrative Provisions............................................................................................5

Section 4. Non-Recourse ..............................................................................................................6

EXHIBIT A - DESCRIPTION OF REAL ESTATE (Series 2009A-1 Facility Sites)

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THIS SERIES 2009A ASSIGNMENT AGREEMENT (the “Agreement”), made and

entered into as of June 1, 2009, by and between the BROWARD SCHOOL BOARD LEASING CORP., a not-for-profit corporation organized under the laws of the State of Florida (the “Corporation”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with its designated corporate trust office in Miami, Florida, as Trustee (the “Trustee”);

WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of $10.00 and other good and valuable consideration and the mutual covenants herein contained, the parties hereto recite and agree as follows:

Section 1. Recitals.

1.01. The School Board of Broward County, Florida (the “School Board”), and the Corporation have entered into a Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (as the same may be amended or supplemented from time to time, the “Master Lease”), and have executed Schedules 2009A-1 and 2009A-2 thereto, each dated as of June 1, 2009, which Master Lease together with each separate schedule constitutes a separate lease (individually, the “Series 2009A-1 Lease” and the “Series 2009A-2 Lease” and collectively, the “Series 2009A Leases”), the former with respect to certain educational facilities and sites being financed and the latter with respect to certain improvements, educational facilities and equipment being financed, and have entered into a Series 2009A Ground Lease dated as of June 1, 2009 (as the same may be amended or supplemented from time to time, the “Series 2009A Ground Lease”), with respect to the Series 2009A-1 Facility Sites (hereinafter defined).

1.02. Pursuant to the Series 2009A Leases, the School Board and the Corporation have agreed that (i) there shall be acquired, constructed, installed and equipped for lease-purchase to the School Board certain educational facilities and sites as described in Schedule 2009A-1 to the Master Lease (the “Series 2009A-1 Facilities”), such facilities being located on certain lands described in Exhibit A hereto (which, together with the improvements thereon are hereinafter collectively referred to as the “Series 2009A-1 Facility Sites”) and (ii) there shall be acquired, constructed, installed and equipped for lease-purchase to the School Board certain improvements and there shall be financed certain educational facilities and equipment as described in Schedule 2009A-2 to the Master Lease (the “Series 2009A-2 Facilities” and collectively with the Series 2009A-1 Facilities, the “Series 2009A Facilities”). Schedules 2009A-1 and 2009A-2 set forth the Lease Payments (collectively, the “Series 2009A Lease Payments”) to be paid by the School Board for the Series 2009A-1 Facilities and Series 2009A-2 Facilities, respectively. The School Board has agreed to lease-purchase the Series 2009A Facilities from the Corporation.

1.03. The Corporation and the Trustee have entered into a Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997 (as the same may be further amended or supplemented from time to time, the “Master Trust Agreement”), as supplemented by a Series 2009A Supplemental Trust Agreement dated as of June 1, 2009 (collectively with the Master Trust Agreement, the “Trust Agreement”), which acknowledges and contemplates the execution of this Agreement in conjunction therewith. This Agreement is made for the purpose of enabling the Trustee to act as lessor under the Series 2009A Leases.

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1.04. The Corporation desires to sell, assign and convey all of its right, title and interest as lessee of the Series 2009A-1 Facility Sites under the Series 2009A Ground Lease, and as sublessor of the Series 2009A-1 Facility Sites and lessor of the Series 2009A Facilities under the Series 2009A Leases (except for its right to indemnification under Section 5.7 of the Master Lease, its right to receive notices under the Master Lease and its right to hold title to certain of the Series 2009A Facilities pursuant to Section 6.1 of the Master Lease and Section 4 of the Series 2009A Ground Lease), to the Trustee for the benefit of the holders of the Series 2009A Certificates and any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases.

1.05. The Trustee is willing to accept this assignment on the terms and conditions hereinafter provided.

1.06. Each of the parties has authority to enter into this Agreement and has taken all actions necessary to authorize its execution by the officers signing it.

All terms capitalized but not defined herein shall have the meanings given to them in the Trust Agreement and the Series 2009A Leases.

Section 2. Assignment.

2.01. The Corporation hereby absolutely and unconditionally sells, assigns and conveys to the Trustee, without recourse, for the benefit of all of the holders of the Series 2009A Certificates and any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases, all of its right, title and interest under the Series 2009A Ground Lease and the Series 2009A Leases (except for its right to indemnification under Section 5.7 of the Master Lease, its right to receive notices under the Master Lease and its right to hold title to certain of the Series 2009A Facilities under Section 6.1 of the Master Lease and Section 4 of the Series 2009A Ground Lease), including, without limitation, all Series 2009A Lease Payments and other amounts required to be paid by the School Board under the Series 2009A Leases. Said assignment is absolute and unconditional and the Corporation shall have no right to receive or recover the right, title and interest herein assigned. Said assignment is not given as additional security and is not intended to be nor shall it be construed to be a mortgage, or other security agreement of any nature whatsoever, and the Corporation will hereafter have no further right or interest or claims in and to the right, title and interest herein assigned, or any part thereof, or the interest or profits and other proceeds that may be derived therefrom of any kind whatsoever. Accordingly, upon execution of this Agreement, the Corporation shall deliver to the Trustee executed counterparts of the Series 2009A Ground Lease and the Series 2009A Leases. Delivery to the Trustee of such documents shall make the sale, assignment and conveyance of the Series 2009A Ground Lease and the Series 2009A Leases herein made, complete and effective for all purposes. Title to the Series 2009A-1 Facility Sites shall remain vested in the School Board throughout their Lease Terms, title to the Series 2009A-1 Facilities shall remain vested in the Corporation throughout their Lease Terms and title to the Series 2009A-2 Facilities shall remain vested in the School Board throughout their Lease Terms; provided, however, that upon termination of the Lease Terms as a result of nonappropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the

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Corporation shall, upon request of the Trustee, transfer title to such Series 2009A-1 Facilities to the Trustee, or to any Permitted Transferee (as defined in the Series 2009A Ground Lease) designated by the Trustee.

2.02. With respect to the sale, assignment and conveyance of the rights and interests contemplated hereunder to the Trustee, the Corporation represents, warrants and covenants to and with the Trustee and the holders of the Series 2009A Certificates and any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases that, upon the date of execution of this Agreement and the effective date of the sale, assignment and conveyance of the Corporation’s rights under the Series 2009A Ground Lease and the Series 2009A Leases, the facts stated below are and will be true and correct:

A. The Corporation is a not-for-profit corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with corporate powers and authority to own its property and carry on its business as now being conducted, and is qualified wherever necessary to perform its obligations under the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement and this Agreement.

B. The Corporation has full power, authority and legal right to enter into and perform its obligations under the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement and this Agreement; the execution, delivery and performance of the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement and this Agreement by the Corporation have been duly authorized by all necessary corporate actions on the part of the Corporation, and all required approvals and consents have heretofore been duly obtained; and the Series 2009A Ground Lease, the Series 2009A Leases, this Agreement and the Trust Agreement are in full force and effect.

C. The execution, delivery and performance of the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement and this Agreement do not contravene any provision of the Articles of Incorporation or Bylaws of the Corporation, and do not and will not conflict with, violate or result in any breach of or constitute a default under any agreement or instrument to which the Corporation is a party or by which it or any of its property is bound or any constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any Federal or State court, government or governmental body having jurisdiction over the Corporation or any of its properties and by which the Corporation or any of its property is bound.

D. The Series 2009A Ground Lease, the Series 2009A Leases, this Agreement and the Trust Agreement are in full force and effect and the Corporation is not in default thereunder; the Series 2009A Ground Lease, the Series 2009A Leases, this Agreement and the Trust Agreement are legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, all such enforcement being subject to certain laws relating to bankruptcy,

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reorganization, moratorium and creditors’ rights generally, and to principles of equity in the event that equitable remedies are sought.

E. The Series 2009A Ground Lease and the Series 2009A Leases delivered to the Trustee are duly executed duplicate originals and, together with all Exhibits thereto, comprise the entire writing, obligation and agreement between the Corporation and School Board respecting the Series 2009A-1 Facility Sites and the Series 2009A Facilities.

F. The Corporation has complied and will at all times hereafter comply with and duly perform its obligations under the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement and this Agreement.

G. Except as disclosed in the Offering Statement dated June 5, 2009, with respect to the Series 2009A Certificates, there is no pending or, to the knowledge of the Corporation, threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency in any way affecting the ability of the Corporation to perform its obligations under the Series 2009A Ground Lease, the Series 2009A Leases, the Trust Agreement or this Agreement.

H. The Series 2009A Ground Lease and the Series 2009A Leases being herein assigned are free and clear of all claims, liens, security interests and encumbrances arising through any act or omission of the Corporation or any person claiming by, through or under it, except the rights of the School Board under the Series 2009A Leases and the Series 2009A Ground Lease, including the fact that fee title to the Series 2009A-1 Facility Sites and the Series 2009A-2 Facilities is vested in the School Board.

2.03. Except as otherwise set forth in Section 2.01, from and after the date of delivery to the Trustee of this Agreement, the Corporation shall have no further rights or interest under the Series 2009A Ground Lease or the Series 2009A Leases or in any Series 2009A Lease Payments or other moneys due with respect thereto or to become due under the Series 2009A Leases.

2.04. The Corporation agrees to execute and deliver to the Trustee upon request by the Trustee, any documents deemed necessary by the Trustee to further evidence or perfect the assignment and conveyance herein made with respect to the Series 2009A Ground Lease and the Series 2009A Leases.

2.05. The Corporation hereby irrevocably constitutes and appoints the Trustee, its successors and assigns, as its lawful attorney, with full power of substitution and resubstitution, to collect and to sue on behalf of the Corporation in the name of the Corporation or otherwise in any court for any Series 2009A Lease Payment or other amounts due under the Series 2009A Leases, or any part thereof, to withdraw or settle any claims, suits or proceedings pertaining to or arising out of the Series 2009A Leases upon any terms, all without the assent of the Corporation, and, further, to take possession of and to endorse in the name of the Corporation any instrument for the payment of moneys received on account of the Series 2009A Lease Payments or other amounts due under the Series 2009A Leases.

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2.06. The Corporation agrees that it will authorize and direct the School Board to pay to the Trustee, its successors and assigns, all Series 2009A Lease Payments and all other amounts coming due under the Series 2009A Leases.

2.07. Upon request of the Trustee, the Corporation agrees to cooperate in the Trustee’s efforts to collect and cause to be remitted to the Trustee any Series 2009A Lease Payment or other amount.

2.08. In the event the Corporation receives notice from the School Board that it will exercise its option under Section 7.2 of the Master Lease to prepay the Series 2009A Lease Payments to become due thereunder or that the Series 2009A Leases will not be renewed as a result of any event of non-appropriation under the Leases, the Corporation shall notify the Trustee of this fact in writing no later than five Business Days after such receipt, provided, however, that failure to provide such notice shall not create any liability on the part of the Corporation.

Section 3. Administrative Provisions.

3.01. This Agreement shall be construed and governed in accordance with the laws of the State of Florida.

3.02. Any provision of this Agreement found to be prohibited by applicable laws shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement.

3.03. This Agreement may not be amended without the prior written consent of each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Agreement may be amended without the prior written consent of the Credit Facility Issuer or the consent of the Holders of Certificates if the purpose for such amendment does not require consent pursuant to Section 9.4 of the Series 2009A Leases and the Corporation is authorized to execute any such amendments from time to time and to record such amendments in the Official Public Records of Broward County, Florida. Copies of all amendments hereto shall be provided to the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Leases.

3.04. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.05. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement.

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Section 4. Non-Recourse.

4.01. The assignment contained in this Agreement is agreed to be non-recourse with respect to the Corporation and the Corporation shall have no liability to the Trustee, or any Certificate holders hereunder with respect to the occurrence of any event of default by the School Board under the Series 2009A Leases whether such default consists of failure to pay moneys, breach of covenant or otherwise; provided, however, that nothing contained in this Section 4 shall excuse the Corporation from performance of its obligations under Section 2.04 through 2.08 hereof.

All covenants, stipulations, promises, agreements and obligations of the parties hereto contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto in an individual capacity, and no recourse shall be had for the assignment effected by Section 2 hereof or for any claim based thereon under this Agreement against any member, officer, employee or agent of the parties hereto.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Series 2009A Assignment Agreement as of the day and year first written above.

[SEAL]

Attest: BROWARD SCHOOL BOARD

LEASING CORP.

By: By: James F. Notter Maureen S. Dinnen Secretary President

U.S. BANK NATIONAL

ASSOCIATION, as Trustee

By: Michael C. Daly Vice President

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8

STATE OF FLORIDA ) ) SS:

COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, does hereby certify that Maureen S. Dinnen and James F. Notter, personally known to me to be the same persons whose names are, respectively, as President and Secretary, respectively, of BROWARD SCHOOL BOARD LEASING CORP., a Florida not-for-profit corporation, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ____ day of June, 2009.

_______________________________ NOTARY PUBLIC, STATE OF FLORIDA

NOTARY PUBLIC SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type as Commissioned.)

Personally known to me, or Produced identification:

(Type of Identification Produced)

9

STATE OF FLORIDA ) ) SS: COUNTY OF BROWARD )

The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Michael C. Daly, personally known to me to be the same person whose name as Vice President for U.S. BANK NATIONAL ASSOCIATION, as Trustee, a national banking association organized under the laws of the United States of America, is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he, being thereunto duly authorized, signed on behalf of said association, and delivered said instrument as the free and voluntary act of said association and as his own free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ____ day of June, 2009. _____________________________ NOTARY PUBLIC SEAL OF OFFICE:

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)

Personally known to me, or

Produced identification: (Type of Identification Produced)

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APPENDIX D-1

FORM OF OPINION OF CO-SPECIAL TAX COUNSEL WITH RESPECT TO THE SERIES 2009A-TAX-EXEMPT CERTIFICATES

[THIS PAGE INTENTIONALLY LEFT BLANK]

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APPENDIX D-1

FORM OF OPINION OF CO-SPECIAL TAX COUNSEL

On the date of issuance of the Certificates of Participation, Series 2009A,

Greenberg Traurig, P.A and KnoxSeaton, Co-Special Tax Counsel, propose to issue

their approving opinions in substantially the following form:

June 17, 2009

The School Board of Broward County, Florida 600 Southeast Third Avenue Fort Lauderdale, Florida 33301

Re: Certificates of Participation, Series 2009A-Tax-Exempt Evidencing

Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor

Ladies and Gentlemen:

We have acted as co-special tax counsel in connection with the issuance of $20,140,000 aggregate principal amount of Certificates of Participation, Series 2009A-Tax-Exempt Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor (the “Series 2009A-Tax-Exempt Certificates”), and in connection with the Master Lease Purchase Agreement described below. In that capacity, we have reviewed the Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (the “Master Lease”), between The School Board of Broward County, Florida (the “School Board”) and Broward School Board Leasing Corp. (the “Corporation”); Schedule 2009A-1 and Schedule 2009A-2, each dated as of June 1, 2009, attached to the Master Lease (the Master Lease together with Schedule 2009A-1 and Schedule 2009A-2 being hereinafter referred to as the “Series 2009A Leases”); the Series 2009A Ground Lease, dated as of June 1, 2009, between the School Board and the Corporation; the Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997, and as amended and supplemented by a Series 2009A Supplemental Trust Agreement, dated as of June 1, 2009 (collectively, the “Trust Agreement”), between the Corporation and U.S. Bank National Association (successor to First Union National Bank of Florida), as trustee (the “Trustee”); the Series 2009A Assignment Agreement, dated as of June 1, 2009, between the Corporation and the Trustee; the form of the Series 2009A-Tax-Exempt Certificate attached to the Trust Agreement; and various other related documents and certificates. $63,910,000 aggregate principal amount of Certificates of Participation, Series 2009A-BAB (Federally Taxable-Direct Payment-Build

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America Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor and $49,913,000 aggregate principal amount of Certificates of Participation, Series 2009A-QSCB (Tax Credit-Qualified School Construction Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor, are being issued simultaneously with the issuance of the Series 2009A-Tax Exempt Certificates and pari

passu with the Series 2009A-Tax-Exempt Certificates with respect to Basic Lease Payments made under the Series 2009A Leases.

The Basic Lease Payments are payable from funds appropriated by the School Board from current and other funds authorized by law and regulations of the Department of Education of the State of Florida. The School Board is not legally required to appropriate money for such purpose. Neither the School Board, the School District of Broward County, Florida (the “District”), the State of Florida, nor any political subdivision thereof shall be obligated to pay, except from appropriated funds, any sums due under the Series 2009A Leases from any source of taxation, and the full faith and credit of the School Board and the District is not pledged for payment of such sums due thereunder and such sums do not constitute an indebtedness of the School Board or the District within the meaning of any constitutional or statutory provision or limitation.

As to questions of fact material to our opinion, we have relied upon the representations of the School Board contained in the Series 2009A Leases and in the certified proceedings and other certifications of officials furnished to us without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion that:

1. The Series 2009A Leases have been duly authorized, executed and delivered by the School Board and assuming due authorization, execution and delivery by the Corporation, constitute valid and legally binding agreements of the School Board enforceable against the School Board in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity.

2. The Series 2009A-Tax-Exempt Certificates evidence an undivided proportionate interest of the owners thereof in a portion of the Basic Lease Payments to be made by the School Board pursuant to the Series 2009A Leases.

3. Under existing statutes, regulations, rulings and court decisions, subject to the assumptions stated in the following paragraph, the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates is excludable from gross income for federal income tax purposes. Furthermore, the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-

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Exempt Certificates is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and such interest portion of the Basic Lease Payments is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. We express no opinion regarding other federal tax consequences resulting from the receipt or accrual of the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates, or the ownership or disposition of the Series 2009A-Tax-Exempt Certificates. Furthermore, no opinion is expressed with respect to the federal income tax consequences of any payments received with respect to the Series 2009A-Tax-Exempt Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an Event of Default thereunder.

In rendering the opinion in the preceding paragraph, we have assumed continuing compliance by the School Board with the requirements of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder that must be met after the issuance of the Series 2009A-Tax-Exempt Certificates in order that the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates be and remain excludable from gross income for federal income tax purposes. The School Board’s failure to meet such requirements may cause the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates to be included in gross income for federal income tax purposes retroactively to the commencement date of the Series 2009A Leases. The School Board has covenanted to comply with such requirements.

4. The Series 2009A-Tax-Exempt Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-Tax-Exempt Certificates are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to tax consequences under the laws of the State of Florida of any payments received with respect to the Series 2009A-Tax-Exempt Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder.

We express no opinion regarding the accuracy, adequacy or completeness of the Offering Statement relating to the Series 2009A-Tax-Exempt Certificates, or regarding the perfection or priority of the lien on the Trust Estate (as defined in the Trust Agreement). Further, we express no opinion regarding tax consequences arising with respect to any payments received with respect to the Series 2009A-Tax-Exempt Certificates other than as expressly set forth herein.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.

Very truly yours, GREENBERG TRAURIG, P.A. KNOXSEATON

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APPENDIX D-2

FORM OF OPINION OF CO-SPECIAL TAX COUNSEL WITH RESPECT TO THE SERIES 2009A-BAB CERTIFICATES

[THIS PAGE INTENTIONALLY LEFT BLANK]

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APPENDIX D-2

FORM OF OPINION OF CO-SPECIAL TAX COUNSEL

On the date of issuance of the Certificates of Participation, Series 2009A,

Greenberg Traurig, P.A and KnoxSeaton, Co-Special Tax Counsel, propose to issue

their approving opinions in substantially the following form:

June 17, 2009

The School Board of Broward County, Florida 600 Southeast Third Avenue Fort Lauderdale, Florida 33301

Re: Certificates of Participation, Series 2009A-BAB (Federally Taxable-

Direct Payment-Build America Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor

Ladies and Gentlemen:

We have acted as co-special tax counsel in connection with the issuance of $63,910,000 aggregate principal amount of Certificates of Participation, Series 2009A-BAB (Federally Taxable-Direct Payment-Build America Bonds) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by The School Board of Broward County, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor (the “Series 2009A-BAB Certificates”), and in connection with the Master Lease Purchase Agreement described below. In that capacity, we have reviewed the Master Lease Purchase Agreement dated as of July 1, 1990, as amended as of December 20, 2000 (the “Master Lease”), between The School Board of Broward County, Florida (the “School Board”) and Broward School Board Leasing Corp. (the “Corporation”); Schedule 2009A-1 and Schedule 2009A-2, each dated as of June 1, 2009, attached to the Master Lease (the Master Lease together with Schedule 2009A-1 and Schedule 2009A-2 being hereinafter referred to as the “Series 2009A Leases”); the Series 2009A Ground Lease, dated as of June 1, 2009, between the School Board and the Corporation; the Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997, and as amended and supplemented by a Series 2009A Supplemental Trust Agreement, dated as of June 1, 2009 (collectively, the “Trust Agreement”), between the Corporation and U.S. Bank National Association (successor to First Union National Bank of Florida), as trustee (the “Trustee”); the Series 2009A Assignment Agreement, dated as of June 1, 2009, between the Corporation and the Trustee; the form of the Series 2009A-BAB Certificate attached to the Trust Agreement; and various other related

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documents and certificates. $20,140,000 aggregate principal amount of Certificates of Participation, Series 2009A-Tax-Exempt Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor and $49,913,000 aggregate principal amount of Certificates of Participation, Series 2009A-QSCB (Tax Credit-Qualified School Construction Bonds) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with the Broward School Board Leasing Corp., as Lessor are being issued simultaneously with the issuance of the Series 2009A-BAB Certificates and pari passu with the Series 2009A-BAB Certificates with respect to Basic Lease Payments made under the Series 2009A Leases.

The Basic Lease Payments are payable from funds appropriated by the School Board from current and other funds authorized by law and regulations of the Department of Education of the State of Florida. The School Board is not legally required to appropriate money for such purpose. Neither the School Board, the School District of Broward County, Florida (the “District”), the State of Florida, nor any political subdivision thereof shall be obligated to pay, except from appropriated funds, any sums due under the Series 2009A Leases from any source of taxation, and the full faith and credit of the School Board and the District is not pledged for payment of such sums due thereunder and such sums do not constitute an indebtedness of the School Board or the District within the meaning of any constitutional or statutory provision or limitation.

As to questions of fact material to our opinion, we have relied upon the representations of the School Board contained in the Series 2009A Leases and in the certified proceedings and other certifications of officials furnished to us without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion that:

1. The Series 2009A Leases have been duly authorized, executed and delivered by the School Board and assuming due authorization, execution and delivery by the Corporation, constitute valid and legally binding agreements of the School Board enforceable against the School Board in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity.

2. The Series 2009A-BAB Certificates evidence an undivided proportionate interest of the owners thereof in a portion of the Basic Lease Payments to be made by the School Board pursuant to the Series 2009A Leases.

3. The portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-BAB Certificates is not excludable from gross income for federal income tax purposes. This opinion is not intended or written to be used, and cannot be used, by an owner of the Series 2009A-BAB Certificates for purposes of avoiding United States federal

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income tax penalties that may be imposed on the owner of such Series 2009A-BAB Certificates. The opinion set forth in this paragraph is provided to support the promotion or marketing of the Series 2009A-BAB Certificates. Each owner of the Series 2009A-BAB Certificates should seek advice based on such owner’s particular circumstances from an independent tax advisor.

4. The Series 2009A-BAB Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2009A-BAB Certificates are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to tax consequences under the laws of the State of Florida of any payments received with respect to the Series 2009A-BAB Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder.

We express no opinion regarding the accuracy, adequacy or completeness of the Offering Statement relating to the Series 2009A-BAB Certificates, or regarding the perfection or priority of the lien on the Trust Estate (as defined in the Trust Agreement). Further, we express no opinion regarding tax consequences arising with respect to any payments received with respect to the Series 2009A-BAB Certificates other than as expressly set forth herein.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.

Very truly yours, GREENBERG TRAURIG, P.A. KNOXSEATON

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APPENDIX E

SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY WITH RESPECT THE SERIES 2009A-TAX-EXEMPT CERTIFICATES

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Page 1 of 2 Form NY-FG (05/07)

Financial Guaranty Insurance Policy

Issuer: PPolicy No.:

Obligations: PPremium:

EEffective Date:

Assured Guaranty Corp., a Maryland corporation (“AAssured Guaranty”), in consideration of the payment of the Premium and on the terms and subject to the conditions of this Policy (which includes each endorsement hereto), hereby unconditionally and irrevocably agrees to pay to the trustee (the “TTrustee”) or the paying agent (the “PPaying Agent”) for the Obligations (as set forth in the documentation providing for the issuance of and securing the Obligations) for the benefit of the Holders, that portion of the Insured Payments which shall become Due for Payment but shall be unpaid by reason of Nonpayment.

Assured Guaranty will make such Insured Payments to the Trustee or the Paying Agent on the later to occur of (i) the date

applicable principal or interest becomes Due for Payment, or (ii) the Business Day next following the day on which Assured Guaranty shall have Received a completed Notice of Nonpayment. If a Notice of Nonpayment by Assured Guaranty is incomplete or does not in any instance conform to the terms and conditions of this Policy, it shall be deemed not Received, and Assured Guaranty shall promptly give notice to the Trustee or the Paying Agent. Upon receipt of such notice, the Trustee or the Paying Agent may submit an amended Notice of Nonpayment. The Trustee or the Paying Agent will disburse the Insured Payments to the Holders only upon receipt by the Trustee or the Paying Agent, in form reasonably satisfactory to it of (i) evidence of the Holder's right to receive such payments, and (ii) evidence, including without limitation any appropriate instruments of assignment, that all of the Holder's rights to payment of such principal or interest Due for Payment shall thereupon vest in Assured Guaranty. Upon and to the extent of such disbursement, Assured Guaranty shall become the Holder of the Obligations, any appurtenant coupon thereto and right to receipt of payment of principal thereof or interest thereon, and shall be fully subrogated to all of the Holder's right, title and interest thereunder, including without limitation the right to receive payments in respect of the Obligations. Payment by Assured Guaranty to the Trustee or the Paying Agent for the benefit of the Holders shall discharge the obligation of Assured Guaranty under this Policy to the extent of such payment.

This Policy is non-cancelable by Assured Guaranty for any reason. The Premium on this Policy is not refundable for any

reason. This Policy does not insure against loss of any prepayment premium or other acceleration payment which at any time may become due in respect of any Obligation, other than at the sole option of Assured Guaranty, nor against any risk other than Nonpayment.

Except to the extent expressly modified by any endorsement hereto, the following terms shall have the meanings specified

for all purposes of this Policy. “AAvoided Payment” means any amount previously distributed to a Holder in respect of any Insured Payment by or on behalf of the Issuer, which amount has been recovered from such Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction that such payment constitutes an avoidable preference with respect to such Holder. “BBusiness Day” means any day other than (i) a Saturday or Sunday, (ii) any day on which the offices of the Trustee, the Paying Agent or Assured Guaranty are closed, or (iii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the City of New York or in the State of Maryland. “Due for Payment” means (i) when referring to the principal of an Obligation, the stated maturity date thereof, or the date on which such Obligation shall have been duly called for mandatory sinking fund redemption, and does not refer to any earlier date on which payment is due by reason of a call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity (unless Assured Guaranty in its sole discretion elects to make any principal payment, in whole or in part, on such earlier date) and (ii) when referring to interest on an Obligation, the stated date for payment of such interest. “HHolder” means, in respect of any Obligation, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Obligation to payment of principal or interest thereunder, except that Holder shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Obligations. “IInsured Payments” means that portion of the principal of and interest on the Obligations that shall become Due for Payment but shall be unpaid by reason of Nonpayment. Insured Payments shall not include any additional amounts owing by the Issuer solely as a result of the failure by the Trustee or the Paying Agent to pay such amount when due and payable, including without limitation any such additional amounts as may be attributable to penalties or to interest accruing at a default rate, to amounts payable in respect of indemnification, or to any other additional amounts payable by the Trustee or the Paying Agent by reason of such failure. “NNonpayment” means, in respect of an Obligation, the failure of the Issuer to have provided sufficient funds to the Trustee or the Paying Agent for payment in full of all principal and interest Due for Payment on such Obligation. It is further understood that the term "Nonpayment" in respect of an Obligation includes any Avoided Payment. “RReceipt” or “RReceived” means actual receipt or notice of or, if notice is given by overnight or other delivery service, or by certified or registered United States mail, by a delivery receipt signed by a person authorized to accept delivery on behalf of the person to whom the notice was given. Notices to Assured Guaranty may be mailed by registered mail or personally delivered or telecopied to it at 1325 Avenue of the Americas, New York, New York 10019, Telephone Number: (212) 974-0100, Facsimile Number: (212) 581-3268, Attention: Risk Management Department – Public Finance Surveillance, with a copy to the General Counsel, or to such other address as shall be specified by Assured Guaranty to the Trustee

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Page 2 of 2 Form NY-FG (05/07)

or the Paying Agent in writing. A Notice of Nonpayment will be deemed to be Received by Assured Guaranty on a given Business Day if it is Received prior to 12:00 noon (New York City time) on such Business Day; otherwise it will be deemed Received on the next Business Day. “TTerm” means the period from and including the Effective Date until the earlier of (i) the maturity date for the Obligations, or (ii) the date on which the Issuer has made all payments required to be made on the Obligations.

At any time during the Term of this Policy, Assured Guaranty may appoint a fiscal agent (the “FFiscal Agent”) for purposes of this Policy by written notice to the Trustee or the Paying Agent, specifying the name and notice address of such Fiscal Agent. From and after the date of Receipt of such notice by the Trustee or the Paying Agent, copies of all notices and documents required to be delivered to Assured Guaranty pursuant to this Policy shall be delivered simultaneously to the Fiscal Agent and to Assured Guaranty. All payments required to be made by Assured Guaranty under this Policy may be made directly by Assured Guaranty or by the Fiscal Agent on behalf of Assured Guaranty. The Fiscal Agent is the agent of Assured Guaranty only, and the Fiscal Agent shall in no event be liable to the Trustee or the Paying Agent for any acts of the Fiscal Agent or any failure of Assured Guaranty to deposit, or cause to be deposited, sufficient funds to make payments due under this Policy.

To the fullest extent permitted by applicable law, Assured Guaranty hereby waives, in each case for the benefit of the Holders only, all rights and defenses of any kind (including, without limitation, the defense of fraud in the inducement or in fact or any other circumstance that would have the effect of discharging a surety, guarantor or any other person in law or in equity) that may be available to Assured Guaranty to deny or avoid payment of its obligations under this Policy in accordance with the express provisions hereof. Nothing in this paragraph will be construed (i) to waive, limit or otherwise impair, and Assured Guaranty expressly reserves, Assured Guaranty’s rights and remedies, including, without limitation: its right to assert any claim or to pursue recoveries (based on contractual rights, securities law violations, fraud or other causes of action) against any person or entity, in each case, whether directly or acquired as a subrogee, assignee or otherwise, subsequent to making any payment to the Trustee or the Paying Agent, in accordance with the express provisions hereof, and/or (ii) to require payment by Assured Guaranty of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this Policy.

This Policy (which includes each endorsement hereto) sets forth in full the undertaking of Assured Guaranty with respect to the subject matter hereof, and may not be modified, altered or affected by any other agreement or instrument, including, without limitation, any modification thereto or amendment thereof. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. This Policy will be governed by, and shall be construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, Assured Guaranty has caused this Policy to be affixed with its corporate seal, to be signed by its duly authorized officer, and to become effective and binding upon Assured Guaranty by virtue of such signature.

ASSURED GUARANTY CORP.

(SEAL)

By:__________________________________ [Insert Authorized Signatory Name] [Insert Authorized Signatory Title]

Signature attested to by:

_______________________________ Counsel

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APPENDIX F

FORM OF CONTINUING DISCLOSURE CERTIFICATE

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CONTINUING DISCLOSURE CERTIFICATE

(Series 2009A Certificates)

This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by The School Board of Broward County, Florida (the “School Board”) in connection with the execution of Schedules 2009A-1 and 2009A-2, each dated as of June 1, 2009, to the Master Lease Purchase Agreement dated as of July 1, 1990, as supplemented and amended (collectively, the “Series 2009A Leases”) and the

issuance of $49,913,000 aggregate principal amount of Series 2009A-QSCB Certificates, $63,910,000 aggregate principal amount of Series 2009A-BAB Certificates and $20,140,000 aggregate principal amount of Series 2009A-Tax-Exempt Certificates (collectively, the “Series 2009A Certificates”). The Series 2009A Certificates are being issued pursuant to a Master Trust Agreement dated as of July 1, 1990, as amended as of March 18, 1997, as supplemented by a Series 2009A Supplemental Trust Agreement, dated as of June 1, 2009 (collectively, the “Trust Agreement”), between the School Board and U.S. Bank National Association (successor in interest to First Union National Bank of Florida), as trustee (the “Trustee”). The School Board covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the School Board for the benefit of the Holders and Beneficial Owners of the Series 2009A Certificates and in order to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by the School Board pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009A Certificates (including persons holding Series 2009A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009A Certificates for federal income tax purposes.

“Dissemination Agent” shall mean the School Board, or any successor Dissemination Agent designated in writing by the School Board and which has filed with the School Board and the Trustee a written acceptance of such designation.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

“National Repository” shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit A.

“Participating Underwriter” shall mean any of the original underwriters of the Series 2009A Certificates required to comply with the Rule in connection with the offering of the Series 2009A Certificates.

“Repository” shall mean each National Repository and each State Repository.

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“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Series 2009A Credit Facility Issuer” shall mean Assured Guaranty Corp., or any successor thereto. Any notices provided to the Series 2009A Credit Facility Issuer hereunder shall be sent to the following address:

Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: General Counsel

with a copy to:

Assured Guaranty Corp. 1325 Avenue of the Americas New York, New York 10019 Attention: Risk Management Department - Public Finance Surveillance E-mail: riskmanagementdept@assuredguaranty.com

“State” shall mean the State of Florida.

“State Repository” shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository.

SECTION 3. Provision of Annual Reports.

(a) The School Board shall, or shall cause the Dissemination Agent to, not later than January 15th following the end of the School Board’s fiscal year (presently June 30), commencing with the report for Fiscal Year ending June 30, 2009, provide to each Repository and to the Series 2009A Credit Facility Issuer with respect to the Series 2009A Certificates, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the School Board may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the School Board’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c).

(b) Not later than fifteen (15) Business Days prior to the date on which the Annual Report shall be provided to each Repository pursuant to subsection (a) above, the School Board shall provide the Annual Report to the Dissemination Agent (if other than the School Board). If the School Board is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the School Board shall send a notice to each Repository in substantially the form attached as Exhibit B.

(c) The Dissemination Agent shall:

(i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and

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(ii) if the Dissemination Agent is other than the School Board, file a report with the School Board certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided.

SECTION 4. Content of Annual Reports. The School Board’s Annual Report shall contain or include by reference the following:

(a) If available at the time of such filing, the audited financial statements of the School Board for the prior fiscal year, prepared in accordance with generally accepted auditing standards, and Government Auditing Principles issued by the Comptroller General of the United States. If the School Board’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Offering Statement (as hereinafter defined), and the audited financial statements shall be filed in the same manner as the Annual Report within 30 days of the date they become available;

(b) The School Board’s Comprehensive Annual Financial Report (“CAFR”) for the immediately preceding Fiscal Year; and

(c) To the extent not set forth in the CAFR, additional financial information and operating data of the type included with respect to the School Board in the final Offering Statement prepared in connection with the sale and issuance of the Series 2009A Certificates (as amended, the “Offering Statement”), including:

1. Updates of information in the Offering Statement relating to:

a. Revenue sources as described under the heading “REVENUE SOURCES OF THE DISTRICT”, including the subheadings entitled “Operating Revenues”, and “Revenues for Capital Projects”;

b. The tables entitled “Net Assessed Value of Taxable Property”, “Tax Millage Rates” and ”Property Tax Levies and Collections” under the heading “AD VALOREM TAX PROCEDURES”;

c. The table entitled “Direct and Overlapping General Obligation Debt” under the subheading “SELECTED FINANCIAL INFORMATION – Outstanding Debt”;

d. The tables entitled “Combined-Condensed Schedule of Revenues, Expenditures and Changes in Fund Balances – All Governmental Fund Types”, “Statement of Revenues, Expenditures and Changes in Fund Balance – General Fund”, and “Statement of Revenues, Expenditures and Changes in Fund Balance – Capital Projects Fund” under the heading “SELECTED FINANCIAL INFORMATION”.

e. The tables under the subheading “THE SCHOOL BOARD AND THE DISTRICT--Statistical Data”.

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2. Description of any material litigation which would have been disclosed in the Offering Statement if such litigation were pending at the time the Offering Statement was prepared.

3. Any other financial information or operating data of the type included in the Offering Statement which would be material to a holder or prospective holder of the Series 2009A Certificates.

4. The annual update of the Educational Facilities Plan for the School District of Broward County, Florida.

For purposes of this Disclosure Certificate, “Fiscal Year” means the period commencing on July 1 and ending on June 30 of the next succeeding year, or such other period of time provided by applicable law.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the School Board shall give, or cause to be given in a timely manner to the Municipal Securities Rulemaking Board (“MSRB”) or to each National Repository, and to the State Repository, if any, and in each case to the Series 2009A Credit Facility Issuer, notice of the occurrence of any of the following events with respect to the Series 2009A Certificates, if material:

1. Principal and interest payment delinquencies,

2. Non-payment related defaults under the Series 2009A Leases or the Trust Agreement,

3. Occurrence of an event of nonappropriation relating to the Series 2009A Leases,

4. Unscheduled draws on debt service reserves, if any, reflecting financial difficulties,

5. Unscheduled draws on credit enhancements reflecting financial difficulties,

6. Substitution of the credit or liquidity providers or their failure to perform,

7. Adverse tax opinions or events affecting the tax-exempt status of the interest portion of Basic Lease Payments represented by the Series 2009A-Tax-Exempt Certificates,

8. Modifications to rights of Series 2009A Certificateholders,

9. Unscheduled Series 2009A Certificate calls,

10. Defeasance of Series 2009A Certificates,

11. Release, substitution or sale of property securing repayment of the Series 2009A Certificates,

12. Rating changes, and

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13. Notice of a failure of the School Board to provide required annual financial information on or before the date specified in Section 3 above.

(b) Whenever the School Board obtains knowledge of the occurrence of a Listed Event, the School Board shall as soon as possible determine if such event would be material under applicable federal securities laws, provided, however, that any event under subsections (a)(5), (6), (7), (12) and (13) above will always be deemed to be material.

(c) If the School Board determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the School Board shall promptly file a notice of such occurrence with the MSRB or each National Repository and the State Repository and the Series 2009A Credit Facility Issuer. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Series 2009A Certificates pursuant to the Trust Agreement.

(d) The address of the MSRB is set forth on Exhibit A.

SECTION 6. Termination of Reporting Obligation. The School Board’s obligations under this Disclosure Certificate shall terminate (A) upon the legal defeasance, prior redemption or payment in full of all of the Series 2009A Certificates, or (B) upon the termination of the continuing disclosure requirements of the Rule by legislative, judicial or administrative action. If termination pursuant to (A) occurs prior to the final maturity of the Series 2009A Certificates, the School Board shall give notice of such termination in the same manner as for a Listed Event under Section 5(a).

SECTION 7. Dissemination Agent. The School Board may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the School Board pursuant to this Disclosure Certificate.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the School Board may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2009A Certificates, or the type of business conducted;

(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized securities law counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2009A Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Holders of the Series 2009A Certificates in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of Holders, or (ii) does not, in the opinion of nationally recognized securities law counsel, materially impair the interests of the Holders or Beneficial Owners of the Series 2009A Certificates.

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In the event of any amendment or waiver of a provision of this Disclosure Certificate, the School Board shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the School Board. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the School Board from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the School Board chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the School Board shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the School Board to comply with any

provision of this Disclosure Certificate, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Series 2009A Certificates, shall), or any Holder or Beneficial Owner of the Series 2009A Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the School Board to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Series 2009A Leases or the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the School Board to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 11. Central Post Office Mechanism for Filing. Any filing under this Disclosure Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the “MAC”) as provided at http://www.disclosureusa.org, unless the United States Securities Exchange Commission has withdrawn the interpretative advice in its letter to the MAC dated September 7, 2004.

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SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the School Board, the Trustee, the Dissemination Agent, the Participating Underwriters, the Holders and Beneficial Owners from time to time of the Series 2009A Certificates, and shall create no rights in any other person or entity.

Date: [Closing Date]

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

By: Maureen S. Dinnen Chair

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EXHIBIT A

Nationally Recognized Municipal Securities Information Repositories (NRMSIRs) approved by the Securities and Exchange Commission as of the date hereof:

Until July 1, 2009 Beginning July 1, 2009

DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 http://www.MuniFILINGS.com Email: nrmsir@dpcdata.com

Municipal Securities Rulemaking Board: http://emma.msrb.org/

Interactive Data Pricing and Reference Data, Inc. Attn: NRMSIR 100 William Street, 15th Floor New York, NY 10038 Phone: 212-771-6999; 800-689-8466 Fax: 212-771-7390 http://www.interactivedata-prd.com Email: NRMSIR@interactivedata.com

Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 http://www.bloomberg.com/markets/rates/municontacts.html Email: Munis@Bloomberg.com

Standard & Poor’s Securities Evaluations, Inc. 55 Water Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 http://www.disclosuredirectory.standardandpoors.com Email: nrmsir_repository@sandp.com

The address of the Municipal Securities Rulemaking Board is as follows:

Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, Virginia 22314-3412 Tel.: (703) 797-6600 Fax: (703) 797-6700 Website: www.msrb.org

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EXHIBIT B

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of School Board: The School Board of Broward County, Florida

Name of Issue: Certificates of Participation, Series 2009A-QSCB

Certificates of Participation, Series 2009A-BAB

Certificates of Participation, Series 2009A-Tax-Exempt

Date of Issuance: [Closing Date]

NOTICE IS HEREBY GIVEN that the School Board has not provided an Annual Report with respect to the above-named Certificates as required by Sections 3 and 4 of the Continuing Disclosure Certificate dated [Closing Date] of the School Board. The School Board anticipates that the Annual Report will be filed by ____________.

Dated: ________________

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA

By cc: U.S. Bank National Association, as Trustee

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