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7 1 1 125 �z� VIII. That Second Party will take all actions deemed to be necessary in carrying out the refunding program herein authorized to the end that the bonds to be issued will be gen- eral obligations of the said District, and contain a pledge of .the full faith and credit of said District for the prompt payment of the principal and interest on said refunding bonds, according to their tenor, and pledge to the refunding bonds the identical tax base which was pledged to the original bonds sought to be refunded. U# (1) That First Party shall defray all expenses incident to: (1) assembling the bonds proposed to be refunded; (2) Printing the refunding bonds, (3) representing Second Party in legal proceedings to validate -said refunding bonds; (4) obtaining the approving opin- ion of nationally recognized bond consel upon the issuance and validation of -the refunding 'bonds, saidcounsel to be selected by First Party, (5) all other expenses in connection herewith which may by approved by First Party. (B) That within one week from the date hereof Second Party she" designate and retain counsel to represent it until the purposes of this contract have been fulfilled, and First Party shall indemnify Second Party for its cost in this connection, the total cost thereof to be in an amount to be agreed upon between the parties hereto. Z, That Second Party will reimburse First Party for expenses incurred and service rendered in connection herewith in the following manner: (A) That said First Party, or its assignee, shall be paid one (1f) per cent. on the,par value of all of the outstanding bonds exchanged for refunding bonds hereunder during the period beginning with the date hereof, and ending three years after date hereof, the above pay- ment being made by said Second Party. Any additional compensation shall be collected by First ' Party from partiipipating bondholders. (B). That as bonds of the original issues are exchanged for refunding bonds, the Secretary of Second Party shall deliver to First Party certificates describing the bonds so ex- changed, and certifying that, subject to the terms hereof, First Party is entitled to be paid a definite sum which shall be recited° in the certificates as one (1%) per cent, of the par of the bonds described therein. (C) That payments on account of the fees herein specified shall be made from any fund in the interest and sinking funds of the said District each sig (6) maths after the interest then due on the refunding bonds has been paid, or at a prior date when, and to the ex- tent that, the funds in hand exceed the amount necessary to pay the next succeeding semi-annual interest maturity on said refunding bands, but the payments on account of said fees shall not exceed one-third of the earned amount before one year from date hereof nor more than two-thirds of the earned amount before two years from date hereof. gI. That for a period of three (3) years from date hereof First Party is granted exclusive authority to act for and on behalf of Second Party in all matters connected with or relating to the exchange of presently outstanding bonds for refunding bonds. M. That at such time as the First Party has the agreement on the part of the holders of 75%. or more, of the bonds described herein and affected hereby to participate in the refunding program.outlined, said First Party may, at any time thereafter, give published notice in one or more financial journals that on and after thirty (30) days from the publication of t notice, further agreements to participate may not be accepted except subject to an exchange charge of not exceeding five (5%) per cent, of the par value of the bonds tendered, plus all accrued Interest on the original bonds, which privilege, if exercised by First Party, will re- lieve Second Party of its obligation to pay First Party one per cent, (1%) on the bonds excl ed pursuant to this optional feature, but not otherwise, it being understood that no charge . a . be imposed upon a security holder until the owners of seventy-five per cent. (75%) of the