Remarketing of Certificates of Participation Series 2006 - Effective April 9, 2012

REMARKETING OF $28,975,000 CERTIFICATES OF PARTICIPATION
(New College of Florida Development Corporation Master Lease Program), Series 2006
Evidencing an Undivided Proportionate Interest of the Owners thereof in Basic Rent Payments to be made under a Master-Lease Purchase Agreement by the New College of Florida Development Corporation

April 9, 2012

LEGISLATION
1. Certified copy of Resolution No. DC 120328 of the Development Corporation authorizing the remarketing of the Series 2006 Certificates in a direct purchase to SunTrust Bank and related matters adopted March 28, 2012
2. Certified copy of Resolution No. PC 120328 of the Property Corporation authorizing amendments to certain agreement related to the remarketing of the Series 2006 Certificates and related matters adopted March 28, 2012

FINANCING DOCUMENTS
3. Lease between Sarasota-Manatee Airport Authority and the University
4. Ground Lease Agreement between the University and the Property Corporation
5. Master Lease Purchase Agreement
6. Amended and Restated Lease Schedule No. 2006
7. Memorandum of Lease and Notice of Option
8. Master Trust Agreement among the Development Corporation, the Property Corporation and U.S. Bank National Association, as Trustee
9. Amended and Restated Series 2006 Supplemental Trust Agreement among the Development Corporation, the Property Corporation and U.S. Bank National Association, as Trustee
10. Series 2006 Assignment Agreement between the Property Corporation and the Trustee
11. Assignment of Leases, Rents, Profits and Contracts from the Development Corporation to the Trustee
12. Collateral Assignment of Contracts from the University to the Trustee
13. Facilities Sublease and Management Agreement between the Development Corporation and the University

REMARKETING DOCUMENTS
14. Certificate as to Authentication, Delivery and Payment and Instructions as to Application of Proceeds and Closing Statement
15. Trustee's Certificate of Delivery and Payment and Application of Funds
16. Specimen Certificate

DOCUMENTS WITH RESPECT TO THE DEVELOPMENT CORPORATION
17. Officer's Certificate of the Development Corporation (including Articles and Bylaws)
18. Certificate of Good Standing
19. Development Corporation Incumbency and Signature Certificate
20. Tax Compliance Certificate

DOCUMENTS WITH RESPECT TO THE PROPERTY CORPORATION
21. Officer's Certificate of Property Corporation (including Articles and Bylaws)
22. Certificate of Good Standing
23. Property Corporation Incumbency and Signature Certificate

CERTIFICATES WITH RESPECT TO THE TRUSTEE
24. Certificate of Authority and Incumbency

CLOSING CERTIFICATES AND OPINIONS
25. Approving Opinion of Special Counsel
26. Reliance Letter of Special Counsel
27. Opinion of Counsel to Development Corporation
28. Opinion of Counsel to Property Corporation

DOCUMENTS RELATED TO THE INTEREST RATE SWAP
29. Master ISDA
30. Amendment to ISDA Master Agreement dated as of April 4, 2012
31. Confirmation dated April 4, 2012
32. Hedge Certificate
33. Confirmation of Termination of Swap Transaction dated April 4, 2012

MISCELLANEOUS
34. IRS Form 8038-G (with transmittal letter)
35. PFM Closing Memorandum
36. Purchaser's Certificate

Business Office
New College of Florida
PMD 123
5800 Bay Shore Road
Sarasota, FL 34243

Phone: (941) 487-4625
Fax: (941) 487-4486
business@ncf.edu