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M M <br />To: Indian River County Commission April 21,1961 <br />Subject: Proposal Page 2 <br />c) The fee of Bond C6unsel, the Issuer's Attorney and any other <br />Issuer's attorney's fees required to complete the financing. <br />d) The expenses associated with publishing any legally required <br />notices. <br />e) The expenses of printing the Notes. <br />D The Issuer's expenses of signing and delivering the Notes in New <br />York or other mutually agreed upon place, including the charges <br />of the Signature Company. <br />The Underwriters shall have the exclusive right at their sole discretion to <br />underwrite the contemplated financing. This right will extend until the <br />financing is completed, although it is understood that, barring unforeseen <br />circumstances, the Underwriters expect to present a negotiated purchase <br />proposal to the Issuer within three (3) weeks of the date of acceptance of this <br />letter by the Issuer. The Issuer will have the right to terminate this <br />Agreement without obligation if, after presentation of the negotiated purchase <br />proposal, the Issuer declines to accept the proposal. <br />The negotiated purchase proposal would be subject to a) prevailing market <br />conditions at the time of the proposal, b) terms and conditions established in <br />the proposal and c) an unqualified approval of legality and tax exempt status <br />of Bond Counsel. <br />It is expressly understood that the Issuer is free to pursue interim financing <br />committments with FbM, however, the Issuer agrees to not make a final <br />comnittment to utilize FbM interim financing until after the presentation of a <br />negotiated purchase proposal by the Underwriters. In the event the Issuer does <br />not accept the Underwriters negotiated purchase proposal, the Underwriters <br />agree to assist the Issuer in securing final cwmnittments from FmM to provide <br />interim financing, including providing the letters from investment bankers <br />which FmM requires. <br />If the foregoing correctly sets forth your understanding, please sign and <br />return the enclosed copy of this letter. <br />M .. <br />ATTEST: `--� <br />1 <br />AP AS M FORM AMID CORP)WMESS.- <br />IJ V1 <br />ATTEST: <br />Boos 46 FAcE 45 . - <br />