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event, any statement or information contained in the Official Statement or which is not
<br /> reflected in the Official Statement but should be reflected therein in order to make the
<br /> statements and information contained therein not misleading in any material respect
<br /> and/or(2)materially adversely affects the market for the Bonds or the sale, at the
<br /> contemplated offering prices, by the Underwriter of the Bonds; or(H)all documentation
<br /> in connection with the issuance of the Bonds shall not be satisfactory in form and
<br /> substance to the Underwriter or its counsel; or(I) economic,market or other conditions
<br /> shall occur or exist which, in the judgment of the Underwriter, render the Bonds
<br /> incapable of being sold on terms acceptable to the Underwriter; or(J)the results of any
<br /> due diligence efforts by the Underwriter with respect to the proposed issuance of the
<br /> Bonds shall not, in the sole discretion of the Underwriter, be satisfactory to the
<br /> Underwriter; or(K)any suit,proceeding, litigation or other action shall be commenced,
<br /> or, if commenced prior to the date hereof, shall be continuing or have been adjudicated,
<br /> which, in any event, in the reasonable judgment of the Underwriter, may affect the
<br /> marketing, sale or delivery of the Bonds; or(L)the Underwriter, the Borrower and the
<br /> Issuer shall not have reached agreement as to the terms of any of the agreements referred
<br /> to in this Bond Purchase Agreement.
<br /> (d) At or prior to the Closing,the Underwriter shall have received the
<br /> following documents (in each case with such changes as the Underwriter shall approve):
<br /> (i) The unqualified approving opinion of Bond Counsel, dated the
<br /> date of the Closing, in form acceptable in all respects to the Underwriter(together
<br /> with a letter of Bond Counsel, addressed to the Underwriter,the Issuer and the
<br /> Borrower, to the effect that the Underwriter, the Issuer and the Borrower may rely
<br /> on such opinion), in substantially the form attached hereto as Exhibit A-1, and a
<br /> supplementary opinion of Bond Counsel dated the date of the Closing, addressed
<br /> to the Underwriter, the Issuer,the Borrower and Underwriter's counsel, in
<br /> substantially the form attached hereto as Exhibit A-2,
<br /> (ii) The opinion of Christoffel &Elliott, P.A., Counsel to the Borrower
<br /> and Wedum, dated the date of Closing and addressed to the Issuer, Bond Counsel,
<br /> the Underwriter and the Underwriter's counsel, in substantially the form attached
<br /> hereto as Exhibit B;
<br /> (iii) The opinion of Best&Flanagan LLP, Counsel to the Underwriter,
<br /> dated the date of the Closing and addressed to the Underwriter and the Issuer, in
<br /> substantially the form attached hereto as Exhibit C;
<br /> (iv) A certificate of the Issuer, signed by thheeran official of the
<br /> Issuer, dated the date of the Closing,to the effect that(A)the representations of
<br /> the Issuer contained herein and in the Resolution,the Indenture,the Loan
<br /> Agreement and the Mortgage Assignment are true and correct in all material
<br /> respects as of the date of the Closing; and(B)no litigation is pending or
<br /> threatened,to the actual knowledge of the Issuer, against the Issuer(1) seeking to
<br /> restrain or enjoin the issuance or delivery of any of the Bonds or the collection of
<br /> revenues or other security pledged under the Indenture or the Resolution, (2) in
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