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BOOM PAGE 8. Appointment of Registrar -and Assignment. Barnett Bank, N.A., the Purchaser, is appointed initial Registrar with respect to the Bonds with the duties set forth in the Loan Agreement. The Purchaser will be the initial owner of Bonds and the Issuer's rights under the Loan Agreement, the Mortgage, the Guaranty, and the other Loan Documents will be assigned to the Purchaser as security for payment of the amounts owned by the Issuer under the Bonds. The Bonds and the rights of the Purchaser hereunder and under the Loan Agreement, the Mortgage, the Guaranty and the other Loan Documents may be transferred or assigned by the Purchaser or any subsequent holder of such Bonds and rights. All payments due on the Bonds shall be made directly to the Purchaser or its assignee by the Borrower on behalf of the Issuer. The Bonds is issued in registered form. In the event of transfer of the Bonds by the Purchaser, the Purchaser shall continue to maintain the registration books with respect to the Bonds and shall notify -the -Borrower and the Issuer in writing of the. name _and address of any transferee. -No transfer shall -be -valid- unless noted upon the registration books for the Bonds. All payment of the principal and interest on the Bonds shall be made to the registered holder of the Bonds at the address indicated in such registration books. 9. No Personal Liability. No covenant, stipulation, obligation or agreement contained in this Resolution or contained in the Loan Agreement, the Bonds, the Assignment, the Loan Documents or any other instrument will be deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent or employee of the Issuer in his or her individual capacity, and no member of the Board of the Issuer executing the Bonds or other documents mentioned will be liable personally or be subject to any personal accountability by reason of the issuance or execution of each document. 10. No Third Party Beneficiaries. Except as provided in this Resolution or any Loan Documents, nothing in this Resolution or in the documents, express or implied, is intended or will be construed to confer upon any person other than the Issuer, the Borrower and the owner of the Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision of this Resolution or of the Loan Documents; this Resolution and the Loan Documents being intended to be and being for the sole and exclusive benefit of the described parties and their successors and assigns. 11. Prerequisites Performed. All acts, conditions and things relating to the passage of this Resolution and required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage of this Resolution have happened, exist and have been performed as required. 12. General Authority. The Chairman or Vice Chairman and the members of the governing body of the Issuer and the Clerk or the Chief Deputy Clerk of the Circuit Court of the Issuer are authorized to do all acts and things required of them by this Resolution, the Loan Agreement or the Assignment or desirable or consistent with the requirements of each, for the full punctual and complete performance of all terms, covenants and agreements contained in the Bonds, the Loan Agreement, any other Loan Document and this Resolution. 13. General Authorizations. The Chairman or Vice Chairman and members of the governing body of the Issuer and the Clerk or the Chief Deputy Clerk of the Circuit Court, the Issuer's attorney, and any other appropriate employee of the Issuer, are each authorized to execute, publish, file and record any other documents, instruments, notices and records and to take any other actions as are necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Issuer under the Loan Agreement or any other Loan Document. 33 April 8, 1997