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MEMORANDUM OF AGREEMENT
<br />This is a Memorandum of Agreement dated as of the 18th day of May
<br />1999, between INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the
<br />State of Florida (the "Issuer"), and SAINT EDWARD'S SCHOOL, INCORPORATED
<br />(together with its successors or assigns, the "Borrower").
<br />WHEREAS, the Issuer is authorized and empowered by the provisions
<br />of the Constitution and laws of the State of Florida to issue industrial development
<br />revenue bonds for the purposes of providing funds to pay all or any part of the cost
<br />of any "project" as defined in Part It of Chapter 159, Florida Statutes. (the "Act"),
<br />and to lease or sell such project to others, or loam the proceeds from the salts of such
<br />bonds to others, to finance the acquisition, construction. renovation and equipping
<br />of such projects; and
<br />WHEREAS, the Borrower desires to finance or refinance the
<br />acquisition, construction, renovation and equipping of educational facilities (the
<br />"Projects") on a tract of land located in Indian River County, Florida (collectively,
<br />the "Project Site'); and
<br />WHEREAS, the Issuer has initially determined that, it has the
<br />authority to finance or refinance the acquisition, construction, renovation and
<br />equipping of the Projects within the geographic boundaries of Indian River Comity,
<br />which Projects shall constitute "projects" within the meaning of the Act, ;in(l to
<br />make a loan to the Borrower to enable? the Borrower to finance or refin.aiwe the
<br />acquisition, construction, renovation and equipping of the Projects; and
<br />WHEREAS, the Borrower wishes to obtain assurances from the Issuer
<br />that it will finance, its whole or in part, the cost of financing or refinancing the
<br />acquisition, construction, renovation and equipping of the Projects from proceeds
<br />received from the sale of the Issuer's industrial development revenue bonds; and
<br />WHEREAS, the Issuer, by its adoption on the date hereof of its
<br />resolution (the "Inducement Resolution"), has indicated its willingness, subject to
<br />the conditions contained herein and in the Inducement Resolution, to proceed with
<br />such financing as an inducement to the Borrower to finance or refinance the
<br />acquisition, construction, renovation and equipping of the Projects; and
<br />WHEREAS, subject to compliance with all requirements of law,
<br />including the requirements of the Act, and in accordance with the terms hereof, the
<br />Issuer desires to make all reasonable efforts to issue and to sell its industrial
<br />development revenue bonds in an aggregate amount up to, but not in excess of,
<br />$18,OOO,000 (the "Bonds"), for the purpose of financing or refinancing the cost of the
<br />Projects, subject and pursuant to the Inducement Resolution; and
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