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40 <br />redemption premium, if any, applicable to the Refunding Bonds and such other fees <br />and costs as provided in the Loan Agreement. <br />3. The County will cooperate in the prompt preparation of the <br />Indenture of Trust with regard to the Refunding Bonds , the Loan Agreement and <br />the necessary resolutions, documents and instruments for the authorization, sale <br />and issuance of the Refunding Bonds and, if requested, will promptly proceed with <br />validation of the Refunding Bonds in the Circuit Court for Indian River County, <br />pursuant to the provisions of Chapter 75, Florida Statutes. <br />4. Upon delivery of the Refunding Bonds, the provisions of this <br />proposal and the agreement resulting from its acceptance by the Company shall <br />have no further effect, and in the event of any inconsistency between the terms <br />of this proposal and the terms of the Loan Agreement, in the form in which it <br />shall be finally approved by resolution of the County, the provisions of the <br />Loan Agreement as so approved shall control. <br />5. The County shall keep open and outstanding this proposal and <br />inducement to the Company for a reasonable time so long as the Company shall be <br />proceeding with appropriate efforts toward conclusion of any arrangements <br />necessary to the refunding; provided, however, if for any reason the Refunded <br />Bonds are not issued on or before February 28, 1988, then the provisions of this <br />proposal and the agreement resulting from its acceptance by the Company shall be <br />cancelled unless extended by mutual agreement of the County and the Company. In <br />such event, or in the event of its earlier termination by agreement between the <br />Company and the County, neither party shall have any rights against either party <br />except: <br />(a) The Company will pay to the County the amount of all expenses <br />which shall have been incurred by the County in connection with <br />the refunding and which were authorized by the Company; and <br />(b) the Company will pay the out-of-pocket expenses of officials and <br />representatives of the County and bond counsel and other counsel <br />for the County incurred in connection with the refunding. <br />6. The Company, in accepting this proposal, will thereby agree to <br />indemnify, defend and hold harmless the County against any loss or damage to <br />property or any injury to or death of any person or persons occurring in <br />connection with the Project and the refunding thereof. The Loan Agreement shall <br />contain indemnity provisions similar to those contained herein and, in the event <br />the Refunding Bonds are not delivered, this indemnity shall survive the <br />termination of the agreement resulting from the Company's acceptance of this <br />proposal. <br />following: 7. All the commitments of the County hereunder are subject to the <br />(a) the review and approval by the County Attorney of the Resolution <br />authorizing the issuance of the Refunding Bonds, and review and <br />approval of the Indenture, Loan Agreement and all other bond <br />closing documents and related legal opinions; <br />(b) investigation, review and approval by the County of matters as to <br />