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40 <br />Li <br />2.2. Payment of Ex enses. Whether or not the purchase <br />herein contemplated shall be consummated the Borrower will pay <br />all expenses, including, but not limited to, fees and expenses of <br />counsel to the Purchaser, incurred in connection with (a) the <br />preparation of this Agreement, the 1984 Bonds, the Resolution, <br />the Indenture and the Loan Agreement, and all amendments, <br />waivers, consents or supplements thereto; (b) the execution and <br />delivery of such instruments; (c) the recording and filing of any <br />Of such instruments and all supplements thereto and (d) the deli- <br />very of all opinions required hereunder; and stamp and other <br />taxes, if any, incident to the transactions herein contemplated; <br />and will indemnify and'hold the holder or holders of the 1984 <br />Bonds harmless against any liabilities with respect to such <br />taxes. <br />PART III <br />3.1. Condition of Obligation. The obligation of the <br />Purchaser to purchase and pay for the 1984 Bonds on the Closing <br />Date shall be subject to the accuracy of the representations of <br />the County and the Borrower contained herein, and to the satis- <br />faction prior to or concurrently with such purchase and payment <br />of the following further conditions; <br />(a) The Purchaser shall have received from Nabors, <br />Potter, McClelland, Griffith & Jones, P.A., Titusville, Florida, <br />Counsel for the Borrower, favorable opinions dated as of the <br />Closing Date, addressed to the Purchaser and the County, and in <br />form and substance satisfactory to the Purchaser and the County, <br />including opinions with respect to the matters set forth in <br />Section 2.1 hereof as to the Borrower. <br />(b) The Purchaser shall have received a favorable opi- <br />nion of Freeman, Richardson, Watson & Kelly, P.A., Bond Counsel, <br />dated as of the Closing Date, addressed to the Purchaser and in <br />form and substance satisfactory to the Purchaser. <br />(c) The Purchaser shall have received the certificate of <br />an authorized representative of the Borrower to the effect that <br />the respective representations and warranties of the Borrower <br />contained in Part II hereof shall be true on and as of the <br />Closing Date, with the same effect as though such representations <br />and warranties had been made on and as of the Closing Date. <br />(d) The Borrower shall not be in default under this <br />Agreement or the Loan Agreement. <br />(e) The County shall have delivered to the Purchaser a <br />certificate (which may be included in a consolidated closing <br />-6- <br />