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<br />in the Indenture or in the Bond Purchase Agreement, nothing in
<br />this resolution or in the Loan Agreement or in the Indenture,
<br />expressed or implied, is intended or shall be construed to
<br />confer upon any Person, firm or corporation other than the
<br />Issuer, the respective parties to such agreements, the
<br />Registrar and Paying Agent (with respect to the Indenture), and
<br />the holders of the Bonds, any right, remedy or claim, legal or
<br />equitable, under and by reason of this resolution or any
<br />provision thereof or of the Loan Agreement, the Bond Purchase
<br />Agreement or of the Indenture, this resolution, the Loan
<br />Agreement and the Indenture, intended to be and being for the
<br />sole and exclusive benefit of the respective aforesaid parties.
<br />Section 13. PREREQUISITES PERFORMED. All acts,
<br />conditions and things relating to the passage of this
<br />resolution, to the issuance of the Bonds, and to the execution
<br />and delivery of the Loan Agreement, the Bond Purchase
<br />Agreement, the Indenture and the Official Statement, required
<br />by the Constitution or laws of the State of Florida to happen,
<br />exist, and be performed precedent to and in the passage hereof,
<br />and precedent to the issuance of the Bonds, and precedent to
<br />the execution and delivery of the Loan Agreement, the Bond
<br />Purchase Agreement, the Indenture and the Official Statement,
<br />have happened, exist and have been performed as so required.
<br />Section 14. GENERAL AUTHORITY. The members,
<br />officers, attorneys, agents and employees of the Issuer are
<br />hereby authorized to do all acts and things required of them by
<br />this resolution, the Loan Agreement, the Bond Purchase
<br />Agreement or the Indenture, or desirable or consistent with the
<br />requirements hereof or such Loan Agreement, Bond Purchase
<br />Agreement or Indenture, for the full, punctual and complete
<br />performance of all the terms, covenants and agreements on the
<br />part of the Issuer contained in the Bonds, the Loan Agreement,
<br />Bond Purchase Agreement, the Indenture, and this resolution.
<br />Section 15. THIS RESOLUTION CONSTITUTES A CONTRACT.
<br />The Issuer covenants and agrees that this resolution shall
<br />constitute a contract between the Issuer and the holders from
<br />time to time of any of the Bonds then outstanding and that all
<br />covenants and agreements set forth herein and in the Loan
<br />Agreement and the Indenture to be performed by the Issuer shall
<br />be for the equal and ratable benefit and security of all
<br />holders of the Bonds without privilege, priority or distinction
<br />as to lien or otherwise of any of the Bonds over any other of
<br />the Bonds.
<br />Section 16. TRUSTEE AND REGISTRAR AND PAYING AGENT.
<br />Third National Bank in Nashville, a national banking
<br />association having trust powers, with its principal office and
<br />place of business in Nashville, Tennessee, is hereby designated
<br />Trustee for the Bonds under and pursuant to the Indenture.
<br />Chemical Bank, a banking corporation duly organized and
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