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• C. The Borrower has requested that the Issuer issue Bonds in an aggregate principal amount not exceeding $18,000,000 to finance or refinance the acquisition, construction, renovation and equipping of the Projects. The Bonds shall be paid solely from the repayment of a loan of the bond proceeds from the Issuer to the Borrower and other collateral security provided by the Borrower. D. Based solely upon the representations of the Borrower with respect to the Projects, the availability of financing by means of industrial development revenue bonds is an important inducement to the Borrower to proceed with the financing and refinancing of acquisition, construction, renovation and equipping of the Projects. E. The Bonds shall not be deemed to constitute a debt, liability or obligation, or a pledge of the faith and credit or taxing power, of the Issuer, or the State of Florida or any political subdivision thereof, but the Bonds shall be payable solely from the revenues and proceeds to be derived by the Issuer from payments received under the financing agreements entered into between the Issuer and the Borrower. SECTION b. DETERMINATION. If, upon further investigation of the Borrower and its proposal, the Issuer is able to find: A. That the Issuer, the Borrower and the proposed purchaser of the Bonds have executed or will concurrently with the issuance of the Bonds execute the documentation required for the financing of the Projects as contemplated hereby; B. That adequate provision has been made in the documents for the operation, repair and maintenance of the Projects at the expense of the Borrower and for the payment of the principal of, premium, if any, and interest on the Bonds and reserves, if any, therefor; C. That the interest on the Bonds will be excluded from gross income for federal income tax purposes under existing laws. of the United States; D. That, based on the criteria established by the Act, the Borrower is financially responsible and fully capable of and willing to fulfill all of its obligations under the terms and provisions of the loan agreement to be negotiated between the parties, under which the Borrower will be obligated, among other things, to pay amounts sufficient to timely discharge the debt service on the Bonds, and to operate, repair and maintain the Projects at the Borrower's expense; E. That any other requirements, determinations and conditions that the Issuer may reasonably require in connection with the financing have been satisfied; then the Issuer shall, and by passage of this Resolution hereby agrees to, issue Bonds to finance or refinance the acquisition, construction, renovation and equipping of the Projects in accordance with the provisions and authority of the Act and this Resolution. The principal amount, terms of maturity, interest rate and. other details of the Bonds will be determined by the Borrower and the Issuer and subsequently adopted by resolution of the Issuer. SECTION 6. AUTHORIZATION TO EXECUTE. The Chairman and the Clerk of the Issuer are authorized in the name and on behalf of the Issuer pursuant to this Resolution to execute and deliver a Memorandum of Agreement (the "Memorandum of Agreement") of even date herewith between the Borrower and the Issuer in substantially the form attached to this Resolution as Exhibit "A," with such changes as the officers signing such documents may approve, the execution thereof to be conclusive evidence of such approval. Any action taken by the Borrower in furtherance of the acquisition, construction, renovation and equipping of the Project is hereby ratified, confirmed and approved. The officers executing such Memorandum of Agreement are further authorized to do all acts which may be required or may be advisable with respect thereto. MAY 189 1999 • -57- BOOK 109