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respects as of the time of the Closing of your representations and warranties contained herein and in the Official Statement and the due performance or satisfaction by you at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by you. If the Issuer shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Agreement or if the Underwriter's obligations shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the Issuer shall have any further obligation hereunder, except that the check referred to in Section 3 hereof shall immediately be returned to the Underwriter by the Issuer and the respective obligations of the Issuer and the Underwriter for payment of the expenses, as provided in Section 8 hereof, shall continue in full force and effect. section 8. (a) The Issuer shall pay all expenses incident to the performance of its obligations hereunder including, but not limited to (i) the fees and disbursements of Bond Counsel; (ii) the cost of the wire transfer of federal funds; (iii) the cost of engraving and signing the Series 1991 Bonds; (iv) the cost of the preparation, printing and distribution of the Preliminary Official. Statement and the Official Statement; (v) fees and disbursements of the Paying Agent; (vi) the fees and other disbursements of the accounting firms furnishing comfort letters pursuant to Section 7 (c) (vi) ; (vii) any and all premiums charged for the Policy; and (viii) the fees and disbursements of any other counsel, experts or consultants retained by the Issuer. (b) The Underwriter shall pay (i) the cost of preparation of Blue Sky Memoranda, if any; (ii) all advertising expenses in connection with the public offering of the Series 1991 Bonds; (iii) expenses in connection with the assignment of CUSIP numbers; (iv) computer-related charges; (v) the fees and disbursements of counsel retained by the Underwriter and (vi) all other expenses incurred by them or any of them in connection with their public offering and distribution of the Serien 1991 Bonds. section p. Any notice or other communication to be to the Issuer under this Agreement may be given Ygiven by delivering the same in writing to the Indian River County, 1040 25th Street, Vero Beach, Florida 32960, to the attention of Mr. James E. Chandler, County Administrator, and such notice or other communication to be given to the Underwriter may be given b delivering the same in writing to Raymond ,Tames & Associates, 14