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this Agreement and any obligations imposed upon Indian River County hereunder, nor the Series
<br /> 2008 Bonds issued pursuant to this Agreement, shall constitute an indebtedness or liability of
<br /> Indian River County. The Bonds when issued, and the interest thereon, shall be limited and
<br /> special obligations of Palm Beach County payable solely from certain revenues and other
<br /> amounts pledged thereto by the terms thereof.
<br /> SECTION 4 . No Personal Liability. No covenant or agreement contained in this
<br /> Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or
<br /> employee of Indian River County or Palm Beach County in his or her individual capacity and no
<br /> member, officer, agent or employee of Indian River County or Palm Beach County shall be
<br /> liable personally on this Agreement or be subject to any personal liability or accountability by
<br /> reason of the execution of this Agreement.
<br /> SECTION 5 . Allocation of Responsibilities . Palm Beach County shall take all
<br /> actions it deems necessary or appropriate in connection with the issuance of the Series 2008
<br /> Bonds, including, in its discretion, the preparation, review, execution and filing with government
<br /> agencies of certificates, opinions, agreements and other documents to be delivered at the closing
<br /> of the Series 2008 Bonds and the establishment of any funds and accounts pursuant to an
<br /> indenture of trust related to the Series 2008 Bonds.
<br /> Neither Indian River County nor Palm Beach County shall be liable for the costs
<br /> of issuing the Series 2008 Bonds or the costs incurred by either of them in connection with the
<br /> preparation, review, execution or approval of this Interlocal Agreement or any documentation or
<br /> opinions required to be delivered in connection therewith by Indian River County, Palm Beach
<br /> County or counsel to either. All of such costs shall be paid from the proceeds of the Series 2008
<br /> Bonds or from other moneys of the Borrower.
<br /> SECTION 6 . Indemnity. The Borrower, by its approval and acknowledgment at
<br /> the end of this Agreement, agrees to indemnify and hold harmless Indian River County and Palm
<br /> Beach County, and their respective officers, employees and agents, from and against any and all
<br /> losses, claims, damages, liabilities or expenses, of every conceivable kind, character and nature
<br /> whatsoever, including, but not limited to , losses, claims, damages, liabilities or expenses
<br /> (including reasonable fees and expenses of attorneys, accountants, consultants and other experts),
<br /> arising out of, resulting from, or in any way connected with this Agreement or the issuance of the
<br /> Series 2008 Bonds, other than any such losses, damages, liabilities or expenses , in the case of
<br /> Palm Beach County, arising from the willful misconduct of Palm Beach County, and, in the case
<br /> of Indian River County, arising from the willful misconduct of Indian River County.
<br /> SECTION 7 . Term . This Agreement will remain in full force and effect from
<br /> the date of its execution, subject to the provisions of SECTION 8 hereof, until such time as it is
<br /> terminated by any party hereto upon 10 days ' advance written notice to the other party hereto .
<br /> Notwithstanding the foregoing, it is agreed that this Agreement may not be terminated so long as
<br /> any of the Series 2008 Bonds remain outstanding or unpaid . Nothing herein shall be deemed in
<br /> any way to limit or restrict either party hereto from issuing its own obligations or entering into
<br /> any other agreement for the financing or refinancing of any facility which either party hereto
<br /> may choose to finance or refinance.
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<br /> JACK_804035.3
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