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<br />The Issuer does hereby provide in the Indenture the terms, conditions, covenants, rights,
<br />obligations, duties and agreements to and for the benefit of the owners of the Bonds, the
<br />Issuer, the Borrower and the Trustee.
<br />SECTION 9. APPROVAL OF GUARANTEE, REMARKETING AGREEMENT
<br />AND LETTER OF CREDIT. The form of Guarantee Agreement attached hereto as
<br />Exhibit C, by the Borrower and General Developmrnt Corporation, jointly and severally,
<br />as Guarantors, to the Trustee and the Issuer, and the form of Remarketing Agreement,
<br />attached hereto as Exhibit D, naming Citibank, N.A., New York, New York as Remarket-
<br />ing Agent, each to be dated of even date with the Loan Agreement and the Indenture, are
<br />hereby accepted, and the Chairman and the Clerk of the Board of the Issuer are
<br />authorized and directed to execute and deliver the Guarantee Agreement and Remarket-
<br />ing Agreement, substantially in such form, with such changes, alterations and corrections
<br />as may be recommended by counsel to the Issuer and approved by the Chairman and Clerk
<br />of the Board, their approval to be evidenced by their execution thereof. As additional
<br />security for such Bonds the Borrower and General Development Corporation shall obtain a
<br />Letter of Credit as described in the Indenture. A form of such Letter of Credit is
<br />attached hereto as Exhibit E, and is hereby approved, and the Trustee is requested to
<br />accept delivery of the Letter of Credit and to take action thereunder as provided therein
<br />and in the Indenture.
<br />SECTION 10. NO PERSONAL LIABILITY. No covenant, stipulation, obligation
<br />or agreement herein contained or contained in the Loan Agreement, the Remarketing
<br />Agreement, the Guarantee or the Indenture shall be deemed to be a covenant, stipulation,
<br />obligation or agreement of any member, agent or employee of the Issuer or its governing
<br />body in his individual capacity, and neither the members of the governing body of the
<br />Issuer nor any official executing the Bonds shall be liable personally thereon or be subject
<br />to any personal liability or accountability by reason of the issuance thereof.
<br />SECTION 11. NO THIRD PARTY BENEFICIARIES. Except as herein or in the
<br />Loan Agreement, the Remarketing Agreement, the Guarantee or the Indenture otherwise
<br />expressly provided, nothing in this instrument or in the Loan Agreement, the Remarketing
<br />Agreement, the Guarantee or the Indenture, expressed or implied, is intended or shall be
<br />construed to confer upon any person or firm or corporation other than the Issuer, the
<br />Borrower, the owners of the Bonds and the Trustee any right, remedy or claim, legal or
<br />equitable, under and by reason of this instrument or any provision thereof or of the Loan
<br />Agreement, the Remarketing Agreement, the Guarantee or the Indenture; this instrument,
<br />the Loan Agreement, the Remarketing Agreement, the Guarantee and the Indenture
<br />intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, the
<br />owners from time to time of the Bonds and the Trustee.
<br />SECTION 12. PREREQUISITES PERFORMED. All acts, conditions and things
<br />relating to the adoption of this instrument, to the issuance of the Bonds, and to the
<br />execution of the Loan Agreement, the Remarketing Agreement, the Guarantee and the
<br />Indenture, required of the Issuer by the Constitution or laws of the State of Florida to
<br />happen, exist and be performed precedent to the adoption hereof, and precedent to the
<br />issuance of the Bonds, and to the execution and delivery of the Loan Agreement, the
<br />Remarketing Agreement, the Guarantee and the Indenture, have happened, exist and have
<br />hnnn norfnrmPri as so required.
<br />LKL-9/15/83-# 218BA -4-
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