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(c:) The Company may, with the advice and consent of the
<br />Issuer, engage the services of an underwriter in con-
<br />nection with the of.erina and sale of the Bonds for
<br />such compensation as shall be mutually acrr.eeable to
<br />such firm, the Issuer and the Company; provided, how-
<br />ever, that the Issuer shall have no liability for the
<br />payment of any such firm's corpensation or expenses if
<br />® the Donds are not sold and issued, and if. the Ponds
<br />are sold and issued the Issuer. shall be liable for
<br />the payment thereof only out of the proceeds of the
<br />sale of the Bonds.
<br />(e) Freeman, Richardson, Watson and Kelly, P.A., is h.ureby
<br />designated as bond counsel for the Issuer in con-
<br />nection with the issuance of the Ponds, for such com-
<br />pensation as shall be mutually agreeable to such fire.
<br />and the Issuer; provided, however, that -he Issuer
<br />shall have no liability for the payment of any of such
<br />firm's compensation or expen::^s if the "ends are not
<br />sold and -.,.:.red, �:nci U ' hn Bunds ate ;r)?.ri arcl
<br />the Issuer shall be liable for the payment thereof
<br />only out of the proceeds of the sale of the ?onds.
<br />(f) If required by the issuer, `_he Company or bond counsel,
<br />the Ponds shall be validoted ,ur.duant tc the provi-
<br />sions of Chapter 75, Florida Statutes, as ar•er.ced,
<br />prior to the issuance P.nC. 61r_1ivery ,hereof.
<br />(g) If required by the I`;S'_rer, t.no Cornany cr bond co,,, se_l,
<br />such other rullncs, :OVB.6, consents, certificates
<br />Of Compliance, Ci?i n._ons o` cci'nse T , and nthcr
<br />ments and proceedings satisfactory to each of then cis
<br />t0
<br />matters I'ela, •=�ng. to tn-'..o;_r„'^, t.^.e :?`') Cot, th].3
<br />Memorandum of Acl"E.c=—rt, the financing 4c•r:eement, ':}:e
<br />"rust Indenture r)r n•_},_nr i nstr :Tent :,r C ict con
<br />temp.latec. hereby shz-_1 } e (_;)ta.ined from such govern-
<br />mental, as well as ncncovcrn.mcntal agencies and en-
<br />tities as may have or assert competence or juris-
<br />diction over or _..t^_res'_ :_n ratters pertinent thereto
<br />c nd the Sa:'.',e nha'.i b('_ in '-,,11 fGrC:C and erfE'Ct a' ttiC
<br />time of issuance of the Donds.
<br />(h) All commitments of the Issuer to isst•e the Bones pnr-
<br />suant to this Memoran_'um of Acyreement enc to use
<br />the proceeds thereof as ::ere in conl-omplal--ed are subject
<br />to the condition that on or %efore one (:) year frcr
<br />the date ::ereof (or such later date as shal.i be
<br />mutually SEltlsfactorV t0 ' hC IS :ren c,nd t}?e CCT:panV) ,
<br />,. the Issuer and the Company shall have agreed to
<br />+ mutually acceptable terns for the onds and :.he sale
<br />and delivery thereof and mutually acceptable terms
<br />and conditions for the financiing acreement and other
<br />agreements and documents rcferrec? to in Sections 2(t)
<br />and 3(c) and the �>rocecOincs referred to In Secl.iCns 2
<br />and 3 hereof; provided, however, that the Bonds may not
<br />ss of a 1
<br />� he issued more than one year ter the de.te on whic.t
<br />the entire Project shall have been first placed in ser-
<br />vice or acquired (whi.chever. occurs Last).
<br />(i.) If the events set `orth in paragraph (h) of this Sec-
<br />tion co not take place within the time set forth there-
<br />in or any extension thereof and the Bonds are not
<br />issued as herein contemplated, the Company agrees that
<br />it will pay all costs and expenses incurred pursuant
<br />to this memorandum of Agrec-ment by the Company, the
<br />fees and expenses of any underwriter engaged by the
<br />Company, the fees and expenses of bond Counsel, ane
<br />all costs and expenses incurred pursuant to this
<br />Memorandum of T_oreemcnt- by the Issuer, itrcludino the
<br />normal fees and*oxpcnses of legal counsel for the
<br />
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