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F, BOOK J0 MUE G. The availability of financing by means of industrial development revenue bonds was and is an important inducement to the Borrower to proceed with the acquisition, construction and equipping of the Project and the refinancing thereof. H. Adequate provision has been made in the documents attached hereto for a loan by the Issuer to the Borrower (the "Loan"), to finance the acquisition, construction and equipping of the Project and the refinancing thereof and thereafter for the operation, repair and maintenance of the Project at the expense of the Borrower and for the repayment by the Borrower of the Loan in installments sufficient to pay the principal of and the interest on the Bonds and all costs and expenses relating thereto in the amounts and at the times required. I. The Borrower and First Union National Bank (the "Bank"), which will issue the Letter of Credit, as that term is hereinafter defined, are financially responsible based on the criteria established by the Act, the Borrower is fully capable and willing to fulfill its obligations under the Loan Agreement (the "Agreement") between the Borrower and the Issuer, including the obligation to repay the Loan in installments in the amounts and at the times required, the obligation to operate, repair and maintain the Project at the Borrower's own expense and such other obligations and responsibilities as are imposed under the Agreement. The payments to be made by the Borrower to the Issuer and the other security provided by the Agreement, the Trust Agreement and the Letter of Credit, as those terms are hereinafter defined, are adequate within the meaning of the Act for the security of the Bonds. J. The Issuer is not obligated to pay the Bonds except from the proceeds derived from the repayment of the Loan by the Borrower, or from the other security pledged therefor or from draws under the Letter of Credit, as hereinafter defined, and neither the faith and credit nor the taxing power of the Issuer or the State of Florida or any political subdivision thereof, is pledged to the payment of the principal of, premium, if any, or the interest on the Bonds. K. The Issuer and the Borrower will concurrently with the issuance of the Bonds execute the documentation required for the financing of the Project as contemplated hereby. L. A negotiated sale of the Bonds is required and necessary and is in the best interest of the Issuer for the following reasons: the Bonds will be special and limited obligations of the Issuer payable out of moneys derived by the Issuer from the Borrower's operation of the Project or as otherwise provided herein and will be secured by funds of the Borrower; the Borrower will be required to pay all costs of the Issuer in connection with the financing, the cost of issuance of the Bonds, which must be borne directly or indirectly by the Borrower would most likely be greater if the Bonds are sold at public sale by competitive bids than if the bonds are sold at negotiated sale, and there is no basis, considering prevailing market conditions, for any expectation that the terms and conditions of a sale of the Bonds at public sale by competitive bids would be any more favorable than at negotiated sale; because prevailing market conditions are uncertain, it is desirable to sell the Bonds at a predetermined price; and industrial development revenue bonds having the characteristics of the Bonds are typically sold at negotiated sale under prevailing market conditions. M. First Union Capital Markets, Corp. (the "Underwriter'), has provided, or prior to the issuance of the Bonds will provide, to the Issuer a disclosure statement containing the information required by Section 218.385(6), Florida Statutes. Said disclosure shall be acceptable to the Issuer and the Issuer will not require any further disclosure from the Underwriter. N. The Underwriter has submitted a proposal to place the Bonds pursuant to the terms of the "Bond Purchase Agreement hereinafter more particularly described (the "Bond Purchase Agreement'. O. The purposes of the Act will be more effectively served by awarding, or causing to be awarded, contracts for the construction, improvement, installation and equipping of the Project upon a negotiated basis rather than by awarding, or causing to be awarded, such contracts based on competitive bids. JULY 209 1999 -20- I