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(Moe be raised by taxation or any other revenues or other funds of the City, except those (including unexpended Bond proceeds) derived from or in connection with the Project or the loan of Bond proceeds as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series and/or issues from time to time, in such aggregate principal amount or amounts as the Company shall request in writing; provided, however, that all conditions of the Act and this Agreement shall have been met. It is further agreed that the proceeds of the Bonds shall not be invested so as to constitute any of the Bonds as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations promulgated thereunder. 7. Costs to be Financed. The costs of the Project may include any costs permissible under the Act, including but not limited to reasonable and necessary costs, expenses and fees incurred by the City in connection with the issuance of the Bonds or in connection with the Project, such as expenses incurred by any employee of the City; fees and expenses of Kutak Rock, as bond counsel, and any trustee and/or paying agent; underwriting and placement agent fees and expenses, if any, required in connection with the underwriting or placement of the Bonds; recording costs; rating agency's fees, if any; and printing costs. Upon request, the City will provide or cause to be provided to the Company any data or information which may be reasonably required to verify any of the costs, expenses and fees enumerated above. 8. Termination. In the event that no Bonds are sold within two years from the date hereof, this Agreement shall automatically terminate unless the parties hereto shall agree in writing to its extension for a further period of time specified in such writing. The Company may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owing by the Company to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by the Company to the City) by giving notice to the City by ordinary mail, postage prepaid, specifying therein the date of termination, which may be the date of the notice. 9. Company's Expectations. The Company declares that it is its intent to use Bond proceeds to reimburse itself for all original expenditures incurred in acquiring, constructing or equipping the Project made between the date hereof and the date the Bonds are issued. 10. Protection to the City. The Company shall pay all of the City's costs and expenses reasonably and necessarily incurred in connection with this Agreement or any other related document or instrument. The Company will at all times indemnify the City and hold it harmless against any and all losses, costs, damages, expenses and liabilities of whatsoever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agreement. 11. Exemption from Ad Valorem Taxes. The City and the Company recognize that under Article 16, Section 5, of the Constitution of the State of Arkansas, as interpreted under past decisions of the Supreme Court of the State of Arkansas applicable to facilities financed pursuant to the Act, including particularly the case of Wayland v. Snapp, 232 Ark. 57, 334 S.W.2d 663 (1960), the Project will be exempt from ad valorem taxation. The City makes no MndResol.001 052698 -4