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EXHIBIT A <br />December 22, 1982 <br />Western Medical Center <br />Re: Financing Program <br />Ladies and Gentlemen: <br />The purpose of this letter is to set forth certain <br />terms and conditions under which the City of Santa Ana (the <br />"City") will assist in the financing of your health facility <br />(the "Project"). <br />By signing and returning the enclosed copy of this <br />letter you hereby agree to the following on behalf of Western <br />Medical Center (the "Corporation"): <br />1. The Corporation agrees to pay all reasonable <br />costs involved in the issuance of the hospital revenue bonds <br />proposed to be issued by the City (the "Notes"), including by <br />way of example and not limitation, bond counsel's fees and <br />disbursements, fees and disbursements of any other experts <br />engaged by the Corporation or by the City in connection with <br />the issuance of the Notes, bond printing and other printing <br />costs, publication costs and costs incurred in order to <br />obtain ratings for the Notes. Such costs may be paid from <br />proceeds of the Notes. In the event that Notes are not <br />issued for any reason, the Corporation agrees to assume the <br />City's obligations, if any, for payment of such costs. <br />2. The Corporation agrees to pay the cost of <br />preparation of any studies, reports or other documents <br />necessary to be prepared by or for the City to comply with <br />the California Environmental Quality Act. <br />3. The Corporation agrees to pay any and all <br />costs incurred by the City in connection with any legal <br />action challenging the issuance or validity of the Notes or <br />use of the proceeds thereof. <br />4. The Corporation shall have the right to <br />approve in advance any contract which the City proposes to <br />execute and for payments under which the Corporation will be <br />responsible pursuant to this letter agreement. <br />