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BOOK 102 PAGE 355 SECTION 3. The Loan Agreement in substantially the form attached hereto as Exhibit "B" (the "Agreement"), is hereby approved, confirmed and ratified and the Chairman, Vice -Chairman, or any other member of the Board of the County are hereby authorized and directed to execute and deliver, and the County Clerk or any assistant Clerk is hereby authorized and directed to attest the execution of, the Agreement on behalf of and in the name of the County with such additional changes, insertions and omis- sions therein as implement the provisions of the Bond Placement Agreement hereinafter mentioned, and as may be otherwise made and approved by the said officers of the County executing the same, such execution to be conclusive evidence of such approval. SECTION 4. It is hereby found and determined that due to the complexity of the financing, the need to coordinate matters among the County, the Company, Wachovia Bank, N.A. (the "Credit Provider") and the Underwriter, and due to the willingness of the Underwriter to purchase the Bonds, it is in the best interest of the County to negotiate the sale of the Bonds. The disclosure required by Section 218.385, Florida Statutes, as amended, shall be provided to the County, as evidenced by a schedule to be attached to the Bond Purchase Agreement hereinafter described wherein the Underwriter agrees to provide disclosure to the County prior to the execution by the County of the Bond Purchase Agreement. The negotiated sale of the Bonds in amounts not to exceed $4,080,000 with respect to the Bonds, at the subsequent determination of the Chairman or Vice Chairman of the County, at a price not less than 98% of the aggregate principal amount of such Bonds is hereby approved to the Underwriter upon substantially the terms and conditions set forth in the Bond Purchase Agreement, which is hereby approved in substantially the form attached hereto as Exhibit C. The Bond Purchase Agreement, with such changes, alterations and corrections as may be approved by the Chairman or Vice Chairman, such approval to be presumed by such execution thereof, is hereby approved by the County, and the County hereby authorizes said Chairman or Vice Chairman to execute and deliver (attested by the Clerk or an Assistant Clerk of the County), said Bond Purchase Agreement in the name of and on behalf of the County, all of the provisions of which, when executed and delivered by the County as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Award of the Bonds to the Underwriter with the AUGUST 19, 1997