|
C. The Issuer finds that the costs to be paid from the proceeds of the
<br />Bonds will constitute costs of a project within the meaning of the Act.
<br />4. Authorization of Bonds: $10,000,000 Election. For the purpose of
<br />providing financing of the Costs of the Project, an obligation of the Issuer to be known
<br />as $6,025,000 Indian River County Industrial Development Revenue Bonds (XL Realty,
<br />Corp. Project), Series 1997A, 1997B and 1997C, in the form and manner, dated the
<br />date, bearing interest, each such Bond transferable as a single bond, and upon such
<br />terms and conditions, all as provided in the Loan Agreement and in substantially the
<br />forms attached hereto as Exhibits B, C and D, with any changes, alterations and
<br />corrections as may be approved by the officials and employees of the Issuer
<br />authorized to take action under this Resolution, which approval is presumed by the
<br />execution by the representations of the Issuer. The Chairman is authorized and
<br />directed to approve the interest rate on the Bonds selected by the Borrower. Pursuant
<br />to the provisions of Section 144(a)(4) of the Internal Revenue Code of 1986, as
<br />amended (the "Code") and Treasury Regulation 1-103-10(b)(2)(vi), Indian River
<br />County, Florida the Issuer hereby elects to have the $10,000,000 limitation in Section
<br />144(a)(4) of the Code apply in lieu of the $1,000,000 limitation set forth in Section
<br />144(a) (1) of the Code with respect to the Series 1997A Bond.
<br />5. Authorization of Execution and Delivery of the Loan Agreement Mortgage
<br />and Guaranty: Pledge of Amounts Payable under the Loan Agreement Mortgage and
<br />Guaranty. As security for the payment of the principal of and interest on the Bonds,
<br />the Loan Agreement, Mortgage and Guaranty, with any changes, alterations and
<br />corrections as may be approved by the officials and employees of the Issuer
<br />authorized to take action under this Resolution, which approval is presumed by the
<br />execution by the representations of the Issuer, is approved by the Issuer, and the
<br />Issuer authorizes and directs its Chairman or Vice Chairman to execute the Loan
<br />Agreement and its Clerk or the Chief Deputy Clerk of the Circuit Court to attest to the
<br />Loan Agreement under the official seal of the Issuer, and to deliver the Loan
<br />Agreement to the Purchaser all of the provisions of which, when executed and
<br />delivered by the Issuer as authorized in this Resolution, will be deemed to be a part
<br />of this Resolution as fully and to the same extent as if incorporated verbatim in this
<br />Resolution. The Issuer hereby pledges all amounts due it under the Loan Agreement,
<br />the Mortgage, the Guaranty or any Loan Documents as security for payment due from
<br />the Issuer to the holder of the Bonds.
<br />6. Authorization of Execution and Delivery of the Assignment. The
<br />Assignment to the Purchaser as agent of the Issuer, with any changes, alterations and
<br />corrections as may be approved by the officials and employees of the Issuer
<br />authorized to take action under this Resolution, which approval is presumed by the
<br />execution by the representatives of -Issuer, is approved --by the Issuer, and the Issuer
<br />authorizes and directs its Chairman or Vice Chairman to execute the Assignment and
<br />the Clerk or the Chief Deputy Clerk of the Circuit Court to attest to the Assignment
<br />under the official seal of the Issuer, and to deliver the Assignment to the Purchaser
<br />to be recorded all of the provisions of which, when executed and delivered by the
<br />Issuer as authorized in this Resolution, will be deemed to be a part of this Resolution
<br />as fully and to the same extent as if incorporated verbatim in this Resolution.
<br />7. Sale of Bonds. The Bonds are awarded to the Purchaser at a price equal
<br />to the principal amount of the Bonds and any other terms as are attached to this
<br />Resolution. The Issuer determines that a negotiated sale of the Bonds is in the best
<br />interest of the Issuer, the Borrower and the citizens and inhabitants of Indian River
<br />County, Florida by reason of the limited market for bonds such as the Bonds. The
<br />Purchaser has filed with the Issuer the disclosure statement required by Section
<br />218.385(6), Florida Statutes. On the closing date the Purchaser will deliver an
<br />investment letter acceptable to the Issuer's attorney.
<br />32 A
<br />U
<br />Boor PAGEE
<br />April 8, 1997
<br />
|