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the Hospital), (i)the City and the Hospital shall have agreed to mutually acceptable terms <br /> for the Bonds and of the sale and delivery thereof, (ii) the proceedings and actions <br /> referred to in paragraphs 1 and 2 hereof shall have been taken and (iii) all regulatory or <br /> other governmental approvals requisite to the execution of such documents and the <br /> issuance and sale of the Bonds shall have been obtained. <br /> (b) If the events set forth in (a) of this paragraph do not take place within the <br /> time set forth therein or any extensions thereof and the Bonds are not sold within such <br /> time, the Hospital will reimburse the City for all reasonable and necessary direct out-of- <br /> pocket expenses which the City may incur at the Hospital's request arising from the <br /> execution of this Memorandum of Agreement and the performance by the City of its <br /> obligations hereunder, and this Memorandum of Agreement shall thereupon terminate. <br /> 4. Successors and Assigns. This Memorandum of Agreement shall inure to the <br /> benefit of and shall be binding upon the City and the Hospital and their respective successors and <br /> assigns. <br /> 5. Severability. If any clause, provision or section of this Memorandum of <br /> Agreement shall be held illegal or invalid by any court,the invalidity of such clause, provision or <br /> section shall not affect the enforceability of any other provision hereof, and this Memorandum of <br /> Agreement shall be construed and enforced as if such illegal or invalid clause, provision or <br /> section had not been contained herein. In case any agreement or obligation contained in this <br /> Memorandum of Agreement shall be held to be in violation of law, then such agreement or <br /> obligation shall be deemed to be the agreement or obligation of the City or of the Hospital, as the <br /> case may be, to the full extent permitted by law. <br /> 6. Governing Law. The laws of the State of Illinois shall govern the construction of <br /> this Memorandum of Agreement. <br /> C11I-17715970 3 <br />