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will, in coxdance with zmd subject to provisions of the Cm tlt-ution. and ether laws of the State of Florida,, the Act aid this Memorandum of Agreevent, -- - - - _ LsG&ae and sell the Bonds to make the proceeds thereof available to finance all or part of the cost of the Project., tg the extent of such proceeds. 2. Undertakings on the Part of the Issuer. In accordance with and subject to the limitations of the Constitution and other laws of the State of Florida, pursuant to Act and upon the conditions hereinabove and hereinafter stated, the Issuer agrees as follows: (a) It will, subject to a firm take-out commitment from the First State Bank of Miami, or the Southeast Bank of Miami, authorize the issuance and sale of one or more issues of the Bonds, pursuant to the terms of the Act as then in force, for the purpose of financing all or a portion of the cost of the Project. (b) It will, at the proper time and subject to the prior advice and approval of the Company and Bond Counsel, adopt such proceedings and authorize the execution of such documents as may be necessary and advisable for .the authorization, sale and issuance of the Bonds, the acquisition, construction and equipping of the Project and the financing of the Project, all as.shall be authorized by the Act and mutually satisfactory to the Issuer and the Company. The Bonds shall not be deemed to constitute a debt, liability or obligation, or a pledge of the faith and credit or taxing power, of the Issuer or of the State of Florida or of any political subdivision thereof, but the Bonds shall be payable solely from the payments received under the financing agreement. The Bonds shall bear interest at such rate or rates, shall be payable at such times and places,, shall be in such forms and denominations, shall be sold in such manner, at such price and at such time or times, shall have such provisions for redemption, shall be executed, and shall be secured as hereafter may be requested by the Company and determined or provided for by the Issuer, all on terms authorized by the Act and mutually satisfactory to the Issuer and the Company. The interest on the Bonds is to be exempt from federal income taxation. (c) The Bonds shall be sold at negotiated sale'to one or a limited number of substantial and responsible in- stitutional investors, such as banks, insurance companies or investment firms, to be designated by the Company with the approval of the Issuer, in a private placement for such investors' own portfolios and not for distribution to the public, unless the Issuer shall otherwise approve. 3. Undertakings on the part of the Company. Subject to the conditions hereinabove and hereinafter stated, the Company agrees as follows: (a) It.will generally arrange for, manage and carry out the acquisition, construction and equipping of the Project, it will advance its funds for such purpose as herein provided and, to the extent that the pro- ceeds derived from the sale of the Bonds are not suf- ficient to complete the Project and to pay all costs incurred in connection therewith and with the finan- cing and administration of the Project, the Company will supply all additional funds which are necessary therefor. E 0 1981liI 806X 47 PAGE 644