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<br />be made available for checking and authentication not less than forty-eight (48) hours prior to the
<br />Closing, at such place as the Issuer and the Underwriter shall agree.
<br />It is anticipated that CUSIP identification numbers will be printed on the Series 2020 Bonds, but
<br />neither the failure to print such numbers on any Series 2020 Bond nor any error in the printing of such
<br />numbers on any Series 2020 Bond shall constitute cause for a failure or refusal by the Underwriter to
<br />accept delivery of and pay for any Series 2020 Bonds. The Underwriter and the Issuer will cooperate to
<br />obtain the CUSIP numbers.
<br />5.Conditions Precedent. The Underwriter has entered into this Purchase Agreement in
<br />reliance upon (i) the representations, warranties and agreements of the Issuer contained in this Purchase
<br />Agreement, in the Indenture, in the Loan Agreement, and the Resolution; (ii) the representations,
<br />warranties and agreements of the Borrower contained in this Purchase Agreement and in the other
<br />Borrower Documents; and (iii) the performance by the Issuer and the Borrower of their obligations
<br />hereunder, if any, and under the above-mentioned documents, both as of the date hereof and as of the date
<br />of the Closing. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to
<br />the following further conditions:
<br />(a)The representations and warranties of the Issuer and the Borrower contained in this
<br />Purchase Agreement shall be true, complete and correct on the date of acceptance hereof and on and as of
<br />the date of the Closing with the same effect as if made on the date of the Closing.
<br />(b)At the time of the Closing, the Official Statement, the Resolution, the Act, the Indenture,
<br />the Borrower Documents, and the Limited Guaranty shall be in full force and effect, shall each be in form
<br />and substance acceptable to the Underwriter in all respects, and shall not have been amended, modified or
<br />supplemented except as may have been agreed to in writing by us; and the Issuer, the Borrower, and the
<br />Limited Guarantor shall have duly adopted and there shall be in full force and effect such ordinances and
<br />resolutions, and entered into such agreements, as, in the opinion of Bond Counsel, and in the opinion of
<br />Ballard Spahr LLP, counsel to the Underwriter, shall be necessary in connection with the transactions
<br />contemplated hereby or the documentation of security for the Series 2020 Bonds.
<br />(c)The Underwriter may terminate this Purchase Agreement by notification in writing or by
<br />facsimile or telegram to the Issuer and the Borrower if at any time subsequent to the date hereof and at or
<br />prior to the Closing: (A) legislation shall be enacted by, or favorably reported out of a committee of,
<br />either House of the Congress of the United States of America, or a decision by a court of the United
<br />States of America shall be rendered, or a regulation or ruling shall be issued or proposed by or on behalf
<br />of the Treasury Department, the Internal Revenue Service, or any other agency of the Federal
<br />Government having jurisdiction, or a release or official statement shall be issued by the Treasury
<br />Department, the Internal Revenue Service of the United States, or any other agency of the Federal
<br />Government having jurisdiction, with respect to federal taxation upon interest received on obligations of
<br />the character of the Series 2020 Bonds, which, in the reasonable judgment of the Underwriter, adversely
<br />affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the
<br />Underwriter of the Series 2020 Bonds; or (B) a stop order, ruling, regulation, proposed regulation or
<br />statement by or on behalf of the SEC is issued or made to the effect that the issuance, offering, sale or
<br />distribution of obligations of the character of the Series 2020 Bonds is in violation of any provisions of
<br />the Securities Act of 1933, as amended (the “1933 Act”), or of the Trust Indenture Act of 1939, as
<br />amended (the “1939 Act”); or (C) the Congress of the United States of America shall enact a law, or a bill
<br />is favorably reported out of a committee of either House, or a decision by a court of the United States of
<br />America is rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC
<br />or any other agency of the Federal Government having jurisdiction of the subject matter is made, to the
<br />effect that securities of the Issuer or of any similar public body are not exempt from the registration,
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