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• negotiated basis and consequently a competitive sale of the Bonds would in all probability not produce better terms than a negotiated sale, particularly in view of the timing of such an offering and the current condition in the bond market. (2) The Bonds are payable solely from the proceeds of the Loan Agreement and the Credit Facility and therefore the Issuer does not have a direct interest in the terms of sale. The Borrower has expressed its unwillingness to undertake the risks and expenses attendant a public sale of the Bonds. (3) The complex nature of the security for payment of the Bonds requires a lengthy review of the credit of the Borrower and the Bank, which review would be financially impractical for bidders to undertake in a competitive sale context. Section 10. AUTHORIZATION OF PRIVATE NEGOTIATED SALE AND EXFCUTION AND DELIVERY OF BOND PURCHASE AGREEMENT. The Issuer hereby finds, determines and declares that the factors cited in Section 9 above require that the sale of the Bonds be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to obtain the most favorable terms in the bond market. The negotiated sale of $4,800,000 principal amount of Bonds to Alex. Brown & Sons Incorporated (the "Underwriter"), is hereby authorized pursuant to Section 218.385, Florida Statutes, as amended, subject to final approval and execution by the Issuer, NHC, the Borrower and the Underwriter of the Bond Purchase Agreement, in substantially the form attached hereto as Exhibit "D". Such Bond Purchase Agreement is hereby approved by the Issuer and the Issuer hereby authorizes and directs its Chairman to execute, and its Clerk to attest under the seal of the Issuer, the Bond Purchase Agreement and deliver the Bond Purchase Agreement to the Borrower, NHC and the Underwriter. The Bonds shall be dated, mature, bear interest and be redeemable as stated in the final Bond Purchase Agreement referred to above. Section 11. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Loan Agreement, the Indenture, the Bonds or the Bond Purchase Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Issuer or its Board of Commissioners, or any officer, commissioner, agent or employee thereof in his or her indivi- dual capacity, and neither the members of the Issuer or its Board of Commissioners, nor any official executing the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Section 12. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein or in the Loan Agreement, -7-