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<br />qualification or other requirements of the 1933 Act or the 1939 Act; or (D) the United States of America
<br />becomes engaged in hostilities (other than those currently ongoing in Iraq and Afghanistan and otherwise
<br />on the date hereof) that result in a declaration of war or a national emergency; or (E) there occurs a
<br />general suspension of trading on the New York Stock Exchange; or (F) a general banking moratorium is
<br />declared by authorities of the State, the State of New York, or the United States of America; or (G) an
<br />event occurs which in the judgment of the Underwriter (i) makes untrue or incorrect in any material
<br />respect, as of the time of such event, any statement or information contained in the Preliminary Official
<br />Statement or the Official Statement or which is not reflected in the Preliminary Official Statement or the
<br />Official Statement but should be reflected therein in order to make the statements and information
<br />contained therein not misleading in any material respect and/or (ii) adversely affects the market for the
<br />Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter, of the Series 2020
<br />Bonds; or (H) all documentation in connection with the issuance of the Series 2020 Bonds is not
<br />satisfactory in form and substance to the Underwriter or Ballard Spahr LLP (“Underwriter’s Counsel”); or
<br />(I) economic, market or other conditions occur or exist which, in the judgment of the Underwriter, render
<br />the Series 2020 Bonds incapable of being sold on terms acceptable to the Underwriter; or (J) any suit,
<br />proceeding, litigation or other action are commenced, or, if commenced prior to the date hereof, are
<br />continuing or have been adjudicated, which, in any event, in the reasonable judgment of the Underwriter,
<br />may affect the marketing, sale or delivery of the Series 2020 Bonds; or (K) the Underwriter, the
<br />Borrower, and the Issuer have not reached agreement as to the terms of any of the agreements referred to
<br />in this Purchase Agreement; or (L) a default has occurred with respect to the obligations of, or
<br />proceedings have been instituted under the federal bankruptcy laws or any similar state laws by or
<br />against, any state of the United States of America, which in the reasonable opinion of the Underwriter
<br />adversely affects the market price or marketability of the Series 2020 Bonds; or (M) the sovereign debt
<br />rating of the United States of America is downgraded by any major credit rating agency or a payment
<br />default occurs on United States Treasury obligations, which in the reasonable opinion of the Underwriter
<br />adversely affects the market price or marketability of the Series 2020 Bonds.
<br />(d)At or prior to the Closing, the Underwriter shall have received the following documents
<br />(in each case with such changes as the Underwriter shall approve):
<br />(i)The unqualified approving opinion of Taft Stettinius & Hollister LLP, as Bond
<br />Counsel, dated the date of the Closing, in form acceptable in all respects to the Underwriter and
<br />Underwriter’s counsel (substantially in the form attached as APPENDIX F to the Official
<br />Statement, without material modifications or alterations);
<br />(ii)A supplemental opinion of Taft Stettinius & Hollister LLP, as Bond Counsel, in
<br />form and substance acceptable to the Underwriter and counsel to the Underwriter;
<br />(iii)One or more opinions of General Counsel of Presbyterian Homes and Services,
<br />as counsel to the Borrower and Limited Guarantor, dated the date of Closing, and addressed to
<br />Bond Counsel and the Underwriter, in form and substance acceptable to the Underwriter and
<br />counsel to the Underwriter;
<br />(iv)An opinion of Ballard Spahr LLP, counsel to the Underwriter, dated the date of
<br />the Closing, and addressed to the Underwriter;
<br />(v)A certificate of the Issuer, signed by an official of the Issuer, dated the date of the
<br />Closing, to the effect that, to the knowledge of the Issuer (A) the representations of the Issuer
<br />contained in this Purchase Agreement and in the Resolution, the Loan Agreement, and the
<br />Indenture are true and correct in all material respects as of the date of the Closing; and (B) no
<br />litigation is pending or threatened, against the Issuer (1) seeking to restrain or enjoin the issuance
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