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Section 12. The Qualified Entity hereby acknowledges that it has been provided a copy of the official statement of the Bond Bank related to the Refunding Program, including the appendices thereto (the "Official Statement "). On or prior to the delivery date of the Amended Qualified Obligations pursuant to the Refunding Program, an authorized officer of the Qualified Entity will deliver a certificate, dated as of the delivery date of the Refunding Bonds pursuant to the Refunding Program (the "Closing Date "), to the effect that (a) any statements pertaining to the Qualified Entity, the Original Qualified Obligations (if any) or the Amended Qualified Obligations made in the Official Statement (i) as of the date of the Official Statement, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, and (b) that there has been no material adverse change in the financial condition and affairs of the Qualified Entity during the period from the date of the Official Statement to the Closing Date, which was not disclosed in or contemplated by the Official Statement. The portions, if any, of the preliminary Official Statement summarizing the Qualified Entity the City, the Original Qualified Obligations or the Amended Qualified Obligations are deemed final by the Qualified Entity and the City for purposes of Rule 15c2 -12 of the Securities and Exchange Commission (the "SEC Rule "), as of this date. Section 13. The Qualified Entity hereby agrees, for so long as any of the Amended Qualified Obligations are outstanding, to execute a continuing disclosure agreement in a form sufficient to allow the underwriter of the Refunding Bonds to comply with the SEC Rule upon notice from the Bond Bank that the Qualified Entity constitutes an "obligated person," as defined in the SEC Rule. Section 14. This Purchase Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. The Bond Bank, the City and the Qualified Entity each agree that they will execute any and all documents or other instruments and take such other actions as may be necessary to give effect to the terms of this Purchase Agreement. Section 15. No waiver by the Bond Bank, the City or the Qualified Entity of any term or condition of this Purchase Agreement shall be deemed or construed as a waiver of any other terms or conditions, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Purchase Agreement. Section 16. In the event the Qualified Entity or the City, or any entity acting on behalf of the Qualified Entity or the City, adopts an ordinance or resolution or otherwise makes a determination to refund or redeem all or any portion of the Amended Qualified Obligations prior to the maturity thereof, either the Qualified Entity or the City shall, within five (5) days of the adoption of the ordinance or resolution or making such determination, provide notice to the Bond Bank of its election to refund or redeem the Amended Qualified Obligations; provided, however, each of the Qualified Entity and the City agrees not use any available funds or to issue any obligations, or allow any obligations to be issued for or on behalf of the Qualified Entity or the 6 INDS01 BJB 1301170x2