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<br />(4) Financing Documents: <br /> <br />It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing <br />documents according to Florida State statutes. BB&T shall also require the City to provide an unqualified bond counsel <br />opinion. BB&T and its counsel reserve the right to review and approve all documentation before closing. <br /> <br />(5) Security: <br /> <br />The financing shall be secured by a covenant of the City to budget and appropriate from legally available non-ad <br />valorem revenues in a sufficient amount for payment of principal and interest when due. <br /> <br />****** <br /> <br />BB&T appreciates the opportunity to make this financing proposal and requests to be notified within ten days of <br />Ihis proposal should BB&T be the successful proposer. <br /> <br />BB&T shall have the right to cancel this offer by notifying the City of ils eleclion to do so (whether or notlhis <br />offer has previously been accepted by the City) if at any time prior to the closing there is a material adverse change in the <br />City's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to <br />agree on acceptable documentation with the City or if there is a change in law (or proposed change in law) that changes <br />the economic effect of this financing to BB&T. We reserve the right to negotiate and/or terminate our interest in this <br />transaction should we be the successful proposer. <br /> <br />Please call me al (803) 251-1328 with your questions and comments or contact Michael C. Smith in our Orlando, <br />FL office al: <br /> <br />255 South Orange A venue <br />Orlando, FL 3280 I <br />Phone: 407.241.3570 <br />Fax: 877.320.4453 <br />Email: mcsmilh@bbandt.com <br /> <br />We look forward to hearing from you. <br /> <br />Sincerely, <br /> <br />BRANCH BANKING AND TRUST COMPANY <br /> <br />~):J. J,d;}- <br /> <br />Andrew G. Smith <br />Senior Vice President <br />