11-8-01 12. BOND PURCHASE AGREEMENT

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provided herein) or as a result of the Borrower failing to reach agreement with the Underwriter as to the terms and conditions of the transactions and documents contemplated hereby, the Borrower agrees that they shall pay all expenses set forth in this Section 7 including all reasonable fees and expenses of Best& Flanagan LLP, counsel to the Underwriter. 8. Rule 15c2-12 and Related Matters. The Underwriter and the Borrower agree to cooperate reasonably cooperate with each other in order to carry out and comply with certain requirements of the Rule. The Issuer shall have no obligation of any kind under the Rule. The Underwriter has obtained and reviewed the Official Statement and, on the basis of such review,the Underwriter states that it has no reason to believe that the key representations contained therein are not truthful and complete (and in reaching such conclusion the Underwriter has relied upon (a)the accuracy and completeness of the financial information of the Borrower included in the Official Statement; (b) the accuracy and completeness of the discussion under the heading"TAX EXEMPTION" in the Official Statement; and (c) the accuracy of all the other information furnished by the Borrower). 9. Indemnification. The Borrower agrees to indemnify and hold harmless the Issuer and the Underwriter and each person, if any, who controls (as such term is defined in Section 15 of the 1933 Act)the Issuer or the Underwriter against any and all losses, claims, damages and liability(a) arising out of any statement or information in the Official Statement under the headings "INTRODUCTORY STATEMENT." "BONDHOLDERS' RISKS," "THE BORROWER AND THE SPONSOR," "ESTIMATED SOURCES AND USES OF FUNDS," "L,ITIGATION," and in Appendix B-that is untrue in any material respect or the omission therefrom of any statement which should be contained therein as of the date of the delivery of the Bonds for the purpose for which a Official Statement is to be used or which is necessary to make the statements and information therein not misleading in any material respect; and (b)to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Borrower. In case any claim shall be made or action brought against the Underwriter or the Issuer or any controlling person(as aforesaid) based upon the Official Statement, in respect of which indemnity may be sought against the Issuer or the Borrower, the person or persons seeking indemnity shall promptly notify the Borrower in writing setting forth the particulars of such claim or action and the Borrower shall assume the defense thereof including the retention of counsel and the payment of all expenses. The person or persons seeking indemnity or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such person seeking such indemnity unless (i) the retention of such counsel has been specifically authorized by the Borrower or(ii) in the reasonable judgment of the person seeking such indemnity, such separate counsel is advisable by reason of any actual or potential conflict of interest or by reason of separate defenses.