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EXHIBIT A <br /> <br />, 1985 <br /> <br />Western Medical Center <br />1001 North Tustin Avenue <br />Santa Ana, California 92705 <br /> <br />Re: Financing Program <br /> <br />Ladies and Gentlemen: <br /> <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 (the <br />"Project"). <br /> <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 /> <br /> 1. The Corporation agrees to pay all reasonable costs <br />involved in the issuance of the hospital revenue bonds proposed <br />to be issued by the City (the "Notes"), including by way of <br />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 the <br />issuance of the Notes, bond printing and other printing costs, <br />publication costs and costs incurred in order to obtain ratings <br />for the Notes. Such costs may be paid from proceeds of the <br />Notes. In the event the Notes are not issued for any reason, the <br />Corporation agrees to assume the City's obligations, if any, for <br />payment of such costs. <br /> <br /> 2. The Corporation agrees to pay the cost of <br />preparation of any studies, reports or other documents necessary <br />to be prepared by or for the City to comply with the California <br />Environmental Quality Act. <br /> <br /> 3. The Corporation agrees to pay any and all costs <br />incurred by the City in connection with any legal action <br />challenging the issuance or validity of the Notes or use of the <br />proceeds thereof. <br /> <br /> 4. The Corporation shall have the right to approve in <br />advance any contract which the City proposes to execute and for <br /> <br /> <br />