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Q E G 16 1981 Ago,; till Nu Z'_ 7 <br />will, in accordance with and subject to provisions of <br />the Constitution and other laws of the State of <br />Florida, the Act and this Memorandum of Agreer.ent, <br />issue and sell the Fonds to make. the proceeds thereof <br />available to finance all or part of the cost of. the <br />Project, to the extent of such proceeds. <br />2. Undertakings on the Part of the Issuer.. In accordance <br />with and subject to the limitations of the Constitution and other <br />laws of the State of Florida, pursuant to Act and upon the <br />conditions hereinabove and hereinafter stated, the Tssuer agrees <br />as follows: <br />(a) It will, subject to a firm take-out commitment from the <br />First State Bank of Miami, or the Southeast Bank of <br />Miami, authorize the issuance and sale of one or more <br />issues of the Bonds, pursuant to the terms of the Act <br />as then in force, for the purpose of financing all or <br />a portion of the cost of the Project. <br />(b) It will, at the proper time and subject to the prior <br />advice and approval of the Company and Fond Counsel, <br />adopt such proceedings and authorize the execution of <br />such documents as ray be necessary and advisable for <br />the authorization, sale and issuance of the Fronds, the <br />acquisition, construction and equipping of the Project <br />and the financing of the Project, all as shall be <br />authorized by the Act and mutually satisfactory to the <br />Issuer and the Compary. The Fonds shall not 5e deemed <br />to constitute a Kh t, liability or obligation, or a <br />pledge of the faith and credit or tarring poorer, of the <br />Issuer or of the State of Florida or of any political <br />subdivision thereof, but the Pones shall be payable <br />solely from the payments ?received under the financing <br />agreement. The Sonde -hal' bear ,-crest at such rate <br />or rates, shall be payableatsuch times and places, <br />shall be in such forms and denominations, shall be sold <br />in such manner, at such price and at such time or <br />times, shall have such provisions for reCemption, shall <br />be executed, and shall be secured as hereafter.ray be <br />requested by the Company and determined cr provided <br />for by the Issuer, all on terms authorized by the Act <br />and mutually satisfactory to the Issuer and the <br />Company. The interest on the Bonds is to be exempt <br />from federal income taxation. <br />(c) The Bonds shall be sold at negotiated sale to one or <br />a limited number of substantial and responsible in- <br />stitutional investors, such as banks, insurance <br />companies or investment firms, to be designated by <br />the Company with the approval of the Issuer., in a <br />privAte placement for such investors' own portfolios <br />and not for distribution to the public, unless the <br />Issuer shall otherwise approve. <br />3. Undertakings on the mart of the Company. Subject to <br />the conditions hereinabove and hereinafter stated, the Company <br />agrees as follows: <br />(a) It will generally arrange for, manage and carry out <br />the acquisition, construction and equipping of the <br />Project, it will advance its funds for such purpose <br />as herein provided and, to the extent that the pro- <br />ceeds derived from the sale of the Bonds are not suf- <br />ficient to complete the Project and to pay all costs <br />incurred in connection therewith and with the finan- <br />cing and administration of the Project, the Company <br />will supply all additional funds which are necessary <br />therefor. <br />