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CJ 4D sufficient only to pay the cost of the Project, the cost and expenses of financing the same and the expenses of the Borrower, the trustee and the Issuer related thereto. If mutually agreed by the Issuer and the Borrower, payment of principal of and interest on the bonds may be guaranteed by the Borrower's parent corporation, General Development Corporation, a Delaware corporation. 3. The Issuer will cooperate in the prompt preparation of the A& cement and the necessary resolutions for the authorization and sale of the bonds and will promptly proceed with validation of the bonds in the Circuit Court in and for Indian River County, pursuant to the provisions of Chapter 75, Florida Statutes. 4. Upon delivery of the bonds, the provisions of this proposal and tree agreement resulting from its acceptance by the Borrower shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Agreement in the form in which it shall be finally approved by resolution of the Issuer, the provisions of the Agreement as so approved shall control. 5. Upon acceptance by the Borrower of this proposal, the Issuer shat: keep open and outstanding this commitment and inducement to the Borrower for a reasonable time so long as the Borrower shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project; provided, however, if for any reason (other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof by December 31, 1982, then the provisions of this proposal and the agreement resulting from its acceptance by the Borrower shall be deemed cancelled. In such event, or in the event of its earlier cancellation by agreement between. the Borrower and the Issuer, neither party shall have any rights against the other and no third party shall have any rights against either party except: (a) The Issuer will transfer and convey to the Borrower all the Project components (and sites, if any) which shall have been acquired by the Issuer; provided the Issuer has received adequate compensation therefor from the Borrower. (b) The Borrower will pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connection with the Project and which were authorized by the Borrower, including any administrative fees of the Issuer in reviewing and processing Borrower's bond issuance application. (c) The Borrower will assume and be responsible for all contracts entered into by the Issuer at the request of the Borrower in connection with the Project; and (d) The Borrower will pay the out-of-pocket expenses of officials and representatives of the Issuer and counsel for the Issuer incurred in connection with the Project, will pay Livermore Klein & Lott, P.A., bond counsel for the Issuer, and %viL' pay the legal fees of Freeman, Richardson, Watson do Kelly, P.A., Special Counsa: retained by the Issuer in accordance with their fee letter dated March !3, 1 addressed to the County Attorney, and reasonable legal fees for legal services related to the Project or the financing thereof. 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any fends of the Issuer derived from any 5.......0 other than Agreement, and each bond shall contain a statement to that effect upon its face. T ::e Issuer shall not be required to incur any expense with respect to the Project or the bonds unless requested to do so by the Borrower, in which event the Borrower hereby