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-2- <br /> %0 <br /> (W <br /> II. THE ISSUER AGREES: <br /> 1. To engage qualified consultants to prepare and publish financial <br /> feasibility study and report fully disclosing all pertinent matters relative to <br /> the project; and <br /> 2. All expenses and costs of the Issuer incident to the authorization, <br /> issuance and sale of the Bonds to the Underwriters shall be paid from the proceeds <br /> of the Bonds, including Bond Counsel fees, premiums for title insurance as pro- <br /> vided in the Indenture, any and all documentary stamp taxes and all expenses of <br /> printing and delivery of the Bonds, and the Official Staterâ–ºent and recording and <br /> filing fees; and <br /> 3. To retain an acceptable nationally recognized legal counsel to repre- <br /> sent the Issuer and issue an unqualified approving legal opinion relative to and <br /> to accompany delivery of the bonds; <br /> 4. To disclose and make available to the Underwriter all necessary informa- <br /> tion relating to the Issuer and its resources, the bonds and the related financing <br /> program; <br /> 5. To take such action and subscribe to or adopt such resolutions and other <br /> instruments as may be recomwnded by legal counsel as required by law, or other- <br /> wise necessary in order to effect the plan of financing and issuance of bonds <br /> approved by the Issuer; and <br /> III. THE UNDERWRITER AND THE ISSUER AGREE: <br /> 1. That, when the dollar principal amount of the bond issue is determined, <br /> and in the opinion of the Underwriter the project is feasible and the bonds are <br /> marketable, the bond counsel is able to give an unqualified approval legal opinion <br /> relating to said bonds, and the Issuer is able to provide the customary <br /> "no-litigation" certificate, the Issuer agrees to negotiate with us in good faith <br /> toward the sale to us of Bonds in such amount as is necessary to complete the <br /> financing at a price, interest cost, and upon other term which are mutually <br /> agreeable. <br /> 2. That, the underwriting proposal made by the Underwriter under this Agree- <br /> ment will be accepted or rejected by the Issuer, in writing, at such time as the <br /> underwriting proposal is submitted to the Issuer; <br /> 3. If for any reason the bonds would not be issued, it is agreed that you <br /> should be under no obligation to pay to us any fees or expenses incurred by us in <br /> connection with the development of this financing; <br /> L <br />