90-57 EXPRESSING THE INTENT OF THE CITY...TO ASSIST MILLIKIN UNIVERSITY...THROUGH THE ISSUANCE AND SALE OF THE CITY'S REVENUE BONDS

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due and payable, and the City' s fees and charges, such instruments to be in form and substance satisfactory to the City and the Corporation. (d) That upon determining to proceed with the issuance of the Bonds the Corporation will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertaking or as it may deem appropriate in pursuance thereof. 4 . General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of the Corporation under Paragraph 3 hereof are subject to negotiating mutually acceptable terms and conditions for the contracts and the proceedings referred to in Paragraphs 2 � , and 3 hereof and to compliance with all applicable laws and regulations to the satisfaction of the City and bond counsel to the City. � (b) All costs and expenses in connection with the financing of the Financing Purposes , including the fees and expenses of the City, bond counsel to the City, the financial advisor to the City, if any, and the agent or underwriter for the sale of the Bonds, shall be paid from the proceeds of the Bonds or by the Corporation. If mutually acceptable terms and conditions for the contracts and proceedings are not negotiated or if the Bonds are not sold, the Corporation agrees that ( i ) the Corporation will reimburse the City for all reasonable and necessary direct out-of-pocket expenses not covered by the City' s fees which the City may incur from the execution of this Agreement and the performance by the City of its obligations hereunder, ( ii) the Corporation will pay the fees and out-of- pocket expenses of bond counsel to the City and of the financial advisor to the City based upon the provisions of their respective fee schedules for transactions not completed, and ( iii) this Agreement shall thereupon terminate. -9-