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Tab 08 AssURED MUNICIPAL BOND GUARANTY' INSURANCE POLICY ISSUER: Miami Beach Redevelopment Agency Policy No.: 224371-N BONDS: $240,910,000 in aggregate principal amount of Tax Effective Date: August 7, 2025 Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) Premium: $1,288,526.98 ASSURED GUARANTY INC. ("AG"), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the "Trustee") or paying agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing the Bonds)for the Bonds, for the benefit of the Owners or, at the election of AG, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the Business Day next following the Business Day on which AG shall have received Notice of Nonpayment, AG will disburse to or for the benefit of each Owner of a Bond the face amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by AG, in a form reasonably satisfactory to it, of(a) evidence of the Owner's right to receive payment of the principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in AG. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by AG is incomplete, it shall be deemed not to have been received by AG for purposes of the preceding sentence and AG shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in respect of a Bond, AG shall become the owner of the Bond, any appurtenant coupon to the Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Bond, to the extent of any payment by AG hereunder. Payment by AG to the Trustee or Paying Agent for the benefit of the Owners shall,to the extent thereof, discharge the obligation of AG under this Policy. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's Fiscal Agent are authorized or required by law or executive order to remain closed. "Due for Payment" means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same 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 call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity unless AG shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration and (b)when referring to interest on a Bond, payable on the stated date for payment of interest. "Nonpayment" means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. "Notice" means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to AG which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. Form 500 (8/24) Page 2 of 2 Policy No. 224371-N AG may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (a) copies of all notices required to be delivered to AG pursuant to this Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to AG and shall not be deemed received until received by both and (b) all payments required to be made by AG under this Policy may be made directly by AG or by the Insurer's Fiscal Agent on behalf of AG. The Insurer's Fiscal Agent is the agent of AG only and the Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or any failure of AG to deposit or cause to be deposited sufficient funds to make payments due under this Policy. To the fullest extent permitted by applicable law, AG agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to AG to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy sets forth in full the undertaking of AG, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity and (b) this Policy may not be canceled or revoked. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. In witness whereof, ASSURED GUARANTY INC. has caused this Policy to be executed on its behalf by its Authorized Officer. ASSURED GUARANTY INC. ;1'\1 j l llr By Authorized Officer 1633 Broadway, New York, N.Y. 10019 (212)974-0100 Form 500(8/24) ASSURED ENDORSEMENT NO. 1 TO MUNICIPAL BOND GUI INSURANCE POLICY (Florida Insurance Guaranty Association) ISSUER: Miami Beach Redevelopment Agency Policy No.: 224371-N BONDS: $240,910,000 in aggregate principal amount of Tax Effective Date: August 7,2025 Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) Notwithstanding the terms and provisions contained in this Policy, it is further understood that the insurance provided by this Policy is not covered by the Florida Insurance Guaranty Association created under part 11 of chapter 631, Florida Statutes. Nothing herein shall be construed to waive, alter, reduce or amend coverage in any other section of the Policy. If found contrary to the Policy language, the terms of this Endorsement supersede the Policy language. In witness whereof,ASSURED GUARANTY INC. has caused this Endorsement to be executed on its behalf by its Authorized Officer. ASSURED GUARANTY INC. 1 Authorized Officer 1633 Broadway, New York, NY 10019 (212)974-0100 Form 553 (8/24) ASSUUD ENDORSEMENT NO. 2 TO GU MUNICIPAL BOND INSURANCE POLICY (Countersignature) ISSUER: Miami Beach Redevelopment Agency Policy No.: 224371-N BONDS: $240,910,000 in aggregate principal amount of Tax Effective Date: August 7, 2025 Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) Attached to and made a part of the identified policy issued by Assured Guaranty Inc. In witness whereof, ASSURED GUARANTY INC. has caused this Endorsement to be executed on its behalf by its Authorized Officer and countersigned. Countersignature: ASSURED GUARANTY INC. By By v Authorized Officer 1633 Broadway,New York,NY 10019 (212)974-0100 Form 557(8/24) Form 500(8/24) NOTICE OF CLAIM AND CERTIFICATE Assured Guaranty Inc. 1633 Broadway New York, NY 10019 The undersigned, a duly authorized officer of [FULL NAME OF TRUSTEE or PAYING AGENT] (the "Trustee/Paying Agent'), hereby certifies to Assured Guaranty Inc. ("AG"), with reference to Municipal Bond Insurance Policy No. 224371-N dated August 7, 2025 (the "Policy") issued by AG in respect of the Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village)(the'Bonds"), that: (i) The Trustee/Paying Agent is the Trustee/Paying Agent under the document authorizing the issuance of the Bonds(the"Resolution")for the Holders. (ii) The sum of all amounts on deposit (or scheduled to be on deposit) in the [RELEVANT ACCOUNTS]and available for distribution to the Holders pursuant to the Resolution will be$ (the"Shortfall')less than the aggregate amount of principal and interest Due for Payment on ("Scheduled Payments"). (iii) The Trustee/Paying Agent is making a claim under the Policy for the Shortfall to be applied to the payment of Scheduled Payments. (iv) The Trustee/Paying Agent agrees that, following receipt of funds from AG, it shall (a) hold such amounts in trust and apply the same directly to the payment of Scheduled Payments on the Bonds when due; (b) not apply such funds for any other purpose; (c) not commingle such funds with other funds held by the Trustee/Paying Agent and (d) maintain an accurate record of such payments with respect to each Bond and the corresponding claim on the Policy and proceeds thereof, and, if the Bond is required to be [SURRENDERED/PRESENTED] for such payment, shall stamp on each such Bond the legend $[insert applicable amount] paid by AG and the balance hereof has been canceled and reissued"and then shall deliver such Bond to AG. (v) The Trustee/Paying Agent, on behalf of the Holders, hereby assigns to AG the rights of the Holders with respect to the Bonds to the extent of any payments under the Policy, including, without limitation, any amounts due to the Holders in respect of securities law violations arising from the offer and sale of the Bonds. The foregoing assignment is in addition to, and not in limitation of, rights of subrogation otherwise available to AG in respect of such payments. Payments to AG in respect of the foregoing assignment shall in all cases be subject to and subordinate to the rights of the Holders to receive all Scheduled Payments in respect of the Bonds. The Trustee/Paying Agent shall take such action and deliver such instruments as may be reasonably requested or required by AG to effectuate the purpose or provisions of this clause(v). (vi) The Trustee/Paying Agent, on behalf of the Holders, hereby appoints AG as agent and attorney-in-fact for each such Holder in any legal proceeding with respect to the Bonds. The Trustee/Paying Agent, on behalf of the Holders, hereby agrees that, so long as AG shall not be in default in its payment obligations under the Policy, AG may at any time during the continuation of any proceeding by or against the Issuer under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim in connection with an Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment made with respect to the Bonds (a"Preference Claim"), (B) the direction of any appeal of any order relating to any Preference Claim at the expense of AG but subject to reimbursement as provided in the Resolution, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee/Paying Agent hereby agrees that AG shall be subrogated to, and the Trustee/Paying Agent, on behalf of each Holder, hereby delegates and assigns, to the fullest extent permitted by law, the rights of each Holder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. (vii) Payment should be made by wire transfer directed to (SPECIFY INSURANCE ACCOUNT]. Unless the context otherwise requires, capitalized terms used in this Notice of Claim and Certificate and not defined herein shall have the meanings provided in the Policy. IN WITNESS WHEREOF, the Trustee/Paying Agent has executed and delivered this Notice of Claim and Certificate as of the day of By Title For AG or Fiscal Agent Use Only Wire transfer sent on By Confirmation Number