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(d) The Company may, with the advice and consent of the Issuer, engage the services of an underwriter in con- nection with the offering and sale of the Bonds for such compensation as shall be mutually agreeable to such firm, the Issuer and the Company; provided, how- ever, that the Issuer shall have no liability for the payment of any such firm's compensation or expenses if the Bonds are not sold and issued, and if the Bonds are sold and issued the Issuer shall be liable for the payment thereof only out of the proceeds of the sale of the Bonds. (e) Freeman, Richardson, Watson and Kelly, P.A., is hereby designated as bond counsel for the Issuer in con- nection with the issuance of the Bonds, for such com- pensation as shall be mutually agreeable to such firm and the Issuer; provided, however, that the Issuer shall have no liability for the payment of any of such firm's compensation or expenses if the Bonds are.not sold and issued, and if the Bonds are sold and issued the Issuer shall be liable for the payment thereof only out of the proceeds of the sale of the Bonds. (f) If required by the Issuer, the Company or bond counsel, .the Bonds shall be validated pursuant to the provi- sions of Chapter 75, Florida Statutes, as amended, prior to the issuance and delivery thereof. (g) If required by the Issuer, the Company or bond counsel, such other rulings, approvals, consents, certificates of compliance, opinions of counsel, and other instru- ments and proceedings satisfactory to each of them as to matters relating to the Bonds, the Project, this Memorandum of Agreement, the financing agreement, the trust indenture or any other instrument or act con- templated hereby shall be obtained from such govern- . mental, as well as nongovernmental agencies and en- tities as may have or assert competence or juris- diction over or interest in matters pertinent thereto and the same shall be in full force and effect at the time of issuance of the Bonds. (h) All commitments of the Issuer to issue the Bonds pur- suant to this Memorandum of Agreement and to use the proceeds thereof as herein contemplated are subject to the condition that on or before one (1) year from the date hereof (or such later date as shall be mutually satisfactory to the Issuer and the Company), the Issuer and the Company shall have agreed to mutually acceptable terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions for the financing agreement and other agreements and documents referred to in Sections 2(b) and 3(c) and the proceedings referred to in Sections 2 and 3 hereof; provided, however, that the Bonds may not be issued more than one year after the date on which the entire Project shall have been first placed in ser- vice or acquired (whichever occurs last). (i) If the events set forth in paragraph (h) of this Sec- tion do not take place within the time set forth there- in or any extension thereof and the Bonds are not issued as herein contemplated, the Company agrees that it will pay all costs and expenses incurred pursuant to this Memorandum of Agreement by the Company, the fees and expenses of any underwriter engaged by the Company, the fees and expenses of bond counsel, and all costs and expenses incurred pursuant to this Memorandum of Agreement by the Issuer, including the normal fees and expenses of legal counsel for the 4 i Boa 41 PAGE 646