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<br />agreements then to be performed and all conditions then to be satisfied as conditions precedent to
<br />the issuance of the Series 2020 Bonds.
<br />If the Issuer or the Borrower shall be unable for any reason to satisfy the conditions of the
<br />Underwriter’s obligation contained in this Purchase Agreement or if the Underwriter’s obligation shall be
<br />terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate
<br />and neither the Underwriter, the Issuer, nor the Borrower shall have any further obligations or liability
<br />hereunder, except that the respective obligations of the Issuer, the Borrower, and the Underwriter set forth
<br />in Section 7 hereof, shall continue in full force and effect.
<br />6.Amendments to Official Statement. After the date of the Official Statement and so long
<br />as the Underwriter, or dealers, if any, participating in the original distribution of the Series 2020 Bonds,
<br />are offering Series 2020 Bonds which constitute the whole or a part of their unsold participations, the
<br />Borrower will (a) not adopt any amendment of or supplement to the Official Statement without the prior
<br />written consent of the Underwriter, and (b) during such period or for forty-five (45) days from the date of
<br />the Closing, whichever is earlier, if any event relating to or affecting the Official Statement shall occur as
<br />a result of which, in the reasonable judgment of the Underwriter, it is necessary to amend or supplement
<br />the Official Statement in order to make the Official Statement not misleading in light of the circumstances
<br />existing at the time it is delivered to a purchaser, forthwith prepare and furnish to the Underwriter, at the
<br />expense of the Borrower, a reasonable number of copies of an amendment of or supplement to the
<br />Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend
<br />or supplement the Official Statement so that it will not contain any untrue statement of a material fact or
<br />omit to state a material fact necessary in order to make the statements therein, in light of the
<br />circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For
<br />the purposes of, and during the period of time provided by this Section, the Borrower will furnish, or
<br />cause to be furnished, such information with respect to itself as the Underwriter may from time to time
<br />reasonably request.
<br />7.Payment of Expenses.
<br />(a)Upon and subject to the issuance, sale and delivery of the Series 2020 Bonds by the
<br />Issuer, the Borrower agrees to pay either directly or, to the extent permitted under federal tax law as
<br />determined by Bond Counsel, from the proceeds of the Series 2020 Bonds and funds of the Borrower, all
<br />expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Series 2020
<br />Bonds, including, without limitation: (i) the Underwriter’s discount of $_____ for the Series 2020 Bonds,
<br />plus miscellaneous expenses; (ii) rating agency fees and expenses, if any; (iii) the fees and disbursements
<br />of Bond Counsel, the fees and disbursements of the Borrower’s and Limited Guarantor’s counsel, the fees
<br />and disbursements of the Issuer, and the fees and disbursements of the Trustee, (iv) the fees and expenses
<br />of Underwriter’s counsel, including, if any, those in connection with qualification of the Series 2020
<br />Bonds for sale under any Blue Sky or other securities laws and regulations of various jurisdictions and
<br />preparation of any Blue Sky survey, (v) the fees and expenses of certified public accountants, (vi) the
<br />expenses and costs for the printing and distribution of the Series 2020 Bonds (including but not limited to
<br />CUSIPs and other fees and expenses required for the sale of the Series 2020 Bonds by the Underwriter),
<br />the Preliminary Official Statement and the Official Statement, (vii) the expenses and costs for
<br />photocopying the Preliminary Official Statement, the Official Statement, the Resolution, the Indenture,
<br />the Limited Guaranty and the Borrower Documents and all other agreements and documents
<br />contemplated hereby, and (viii) the various other expenses and costs of Closing.
<br />(b)If the Series 2020 Bonds are not issued and delivered by the Issuer to the Underwriter as
<br />a result of the failure by the Underwriter to perform any of the Underwriter’s obligations under this
<br />Purchase Agreement (other than a failure of the Underwriter to comply with its obligation set forth in
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