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<br />BOOK 10J PAGE 65 7
<br />The Bonds and the premium, if any, and the interest thereon shall not
<br />be deemed to constitute a general debt, liability or obligation of the Issuer the State
<br />of Florida or of any political subdivision thereof, or a pledge of the faith and credit
<br />nor the taxing power of the Issuer, or the State of Florida or of any political
<br />subdivision thereof, but shall be payable solely from the revenues provided therefor,
<br />and the Issuer is not obligated to pay the Bonds or the interest thereon except from
<br />the revenues and proceeds pledged therefor and neither the faith and credit of the
<br />Issuer, nor the taxing power of the State of Florida or any political subdivision
<br />thereof is pledged to the payment of the principal of or the interest on the Bonds.
<br />SECTION 7. In order to secure the payment of the principal of,
<br />premium, if any, and the interest on the Bonds herein authorized, according to their
<br />tenor, purport and effect, and in order to secure the performance and observance of
<br />all of the covenants, agreements and conditions in said Bonds, the execution and
<br />delivery of the Trust Agreement, a proposed form of which is attached hereto as
<br />Exhibit "A," is hereby authorized. The form of the Trust Agreement is hereby
<br />approved, subject to such changes, insertions and omissions and such filling of
<br />blanks therein as may be approved and made in such form of Trust Agreement by
<br />either of the officers of the Issuer executing the same, in a manner consistent with
<br />the provisions of this Resolution, such execution to be conclusive evidence of such
<br />approval. First Union National Bank is hereby designated as the initial trustee (in
<br />such capacity, the `Trustee") under the Trust Agreement. The Chairman of the
<br />Board is hereby designated and appointed the Issuer Representative under the
<br />terms of the Trust Agreement and the Vice Chairman of the Board is hereby
<br />appointed as an alternate Issuer Representative.
<br />SECTION 8. As authorized by and in conformity with the Act, it is
<br />desirable and in the public interest that the Issuer loan funds to the Borrower to
<br />pay the costs of the Project, such loan to be evidenced by the Loan Agreement (the
<br />"Agreement") between the Issuer and the Borrower, a proposed form of which is
<br />attached hereto as Exhibit "B." and the execution and delivery of the Agreement is
<br />hereby authorized, and the assignment of certain rights of the Issuer under the
<br />Agreement by the Issuer to the Trustee is hereby authorized. The form of the
<br />Agreement is hereby approved, subject to such changes, insertions and omissions
<br />and such filling of blanks therein as may be approved and made in the form of the
<br />Agreement by either of the officers of the Issuer executing the same and by the
<br />Borrower, in a manner consistent with the provisions of this Resolution, such
<br />execution to be conclusive evidence of any such approval.
<br />SECTION 9. To provide additional security for the payment of the
<br />Bonds, and for the payment by the Borrower of its obligations under the Agreement,
<br />the Borrower has agreed to obtain from the Bank an Irrevocable Direct Pay Letter
<br />of Credit (the "Letter of Credit") and to enter into a Letter of Credit Agreement (the
<br />"Reimbursement Agreement") with the Bank. The form of the Letter of Credit is
<br />attached hereto as Exhibit "C," and is hereby approved, subject to such changes,
<br />insertions and omissions and such filling of blanks therein as may be approved in
<br />such form by the Borrower, the Bank and the Chairman or as may be approved by
<br />subsequent Resolution.
<br />SECTION 10. In order to evidence the undertaking of the Underwriter
<br />to purchase the Bonds with the Purchaser, and to set forth the terms and conditions
<br />of such sale, the Underwriter, the Borrower and the Issuer will enter into the Bond
<br />Purchase Agreement, a proposed form of which is attached hereto as Exhibit "D."
<br />The terms of the Bond Purchase Agreement attached hereto are hereby approved,
<br />subject to such changes, insertions and omissions and such filling of blanks therein
<br />and attaching of exhibits thereto as may be approved by the officers of the Issuer
<br />executing the same, the Borrower and the Underwriter, such execution to be
<br />conclusive evidence of such approval. The Chairman and Clerk of the Circuit Court
<br />or any Deputy Clerk (collectively, the "Clerk") are hereby authorized to execute the
<br />Bond Purchase Agreement for and on behalf of the Issuer pursuant to the terms
<br />hereof.
<br />SECTION 11. In order to obtain the lowest possible interest rate in
<br />connection with the initial issuance of the Bonds, the Borrower has agreed to permit
<br />the Bonds to contain provisions allowing them to be tendered back to the Tender
<br />Agent, as hereinafter defined, by the bondholders and to then be remarketed, and to
<br />the extent that they cannot be remarketed, the Trustee has agreed to purchase the
<br />Bonds on behalf of the Borrower through payments from the Borrower or a draw on
<br />the Letter of Credit. In order to accommodate such plan of financing, the Borrower
<br />JULY 209 1999
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