11-8-01 12. BOND PURCHASE AGREEMENT

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(vii) Certified copies of Wedum's resolutions or comparable actions of its Board of Directors approving the actions of Wedum and the Borrower and the transaction contemplated herein; (viii) A title insurance policy, or commitment therefor, from the Title Company in form satisfactory to the Underwriter and Bond Counsel; (ix) The appraisal report in respect of the Project dated as of , 2001, prepared by • (x) A written"phase I environmental survey" of a qualified independent consultant, addressed to the Underwriter and in form and substance satisfactory to the Underwriter; (xi) The market feasibility study in respect of the Project dated , 2001, prepared by Maxfield Research, Inc., Minneapolis, Minnesota; (xii) An execution copy or other copy, certified to our satisfaction as true and correct, of each of the following items: the Mortgage, the Subordinate Mortgage, the Mortgage Assignment,the Purchase Agreement, the Loan Agreement, the Indenture, the Development Agreement, the Management Agreement, the Continuing Disclosure Agreement, the Disbursing Agreement, the Ground Lease, the Resolution, the policy of title insurance referred to in clause (viii) of this paragraph, the Borrower's articles of organization, operating agreement and certificate of good standing in Minnesota, Wedum's articles of incorporation, bylaws, 501(c)(3) determination letter, and certificates of good standing in Minnesota; (xiii) Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the Underwriter, or Bond Counsel, may reasonably request to evidence compliance with any legal requirements, to provide such additional assurances as the Underwriter may request, the truth and accuracy, as of the time of Closing, of any representations given and the due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied as conditions precedent to the issuance of the Bonds; and (xiv) The budget for the Project. If the Issuer or the Borrower shall be unable for any reason to satisfy the conditions of the Underwriter's obligation contained in this Bond Purchase Agreement or if the Underwriter's obligation shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter, the Issuer, nor the Borrower shall have any further obligations or liability hereunder, except that the respective obligations of the Issuer, the Borrower and the