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WHEREAS, the Issuer wishes to enter into certain agreements with <br />the Borrower with respect to the issuance of the Bonds and the financing or <br />refinancing of the acquisition, construction, renovation and equipping of the <br />Projects. <br />NOW, THEREFORE, for good and valuable consideration, the parties <br />hereto agree as follows: <br />1. The Issuer agrees: <br />(a) That, if the Borrower meets all prerequisites for the <br />issuance of the Bonds established by the Issuer, it will snake all <br />reasonable efforts to authorize the issuance and, sale of the Bonds <br />pursuant to the terms of the Constitution and laws of the State, the <br />Act and the Inducement Resolution and this Memorandum of <br />Agreement; and <br />(b) That it will (but only to the extent of the net proceeds <br />received from the sale of the Bonds) make a loan to the Borrower to <br />finance or refinance the acquisition, construction, renovation and <br />equipping of the Projects, with installment payments due under a loan <br />agreement between the Issuer and the Borrower to he at least <br />sufficient to pay the principal of, interest on and redemption <br />premiums, if any, with respect to the Bonds as and when the same <br />shall become due ,and payable, together with all other costs and <br />expenses connected with such financing and the operation and <br />maintenance of the Projects; and <br />(c) That, in the event the Issuer acquires an interest in or it <br />mortgage on the Projects, it will convey or release any such interest it, <br />retains in the Projects to the Borrower Upton payment by the Borrower <br />of the amount required to retire the outstanding Bonds, and all other <br />costs connected with such financing; and <br />(d) That, in the event that the cost of the Projects exceeds the <br />sum of net proceeds available from the first issuance of Bonds, and if <br />the aggregate principal amount of Bonds issued therefor is less than <br />$18,000,000 the Issuer will use its reasonable efforts to issue <br />additional bonds, subject to and in compliance with the Constitution of <br />the State, the Act and other documents executed in connection with <br />the original issuance of the Bonds, up to a maximum aggregate <br />principal amount of $18,000,000. <br />2. The Borrower agrees: <br />2 <br />