14-20 Cedar Glen Bond Ordinance Addendums

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Section 12. Successors. This Bond Purchase Agreement is made solely for the benefit of the Issuer, the Underwriter and the Owner (including their successors or assigns) and no other person shall acquire or have any right hereunder or by virtue hereof. The representations, warranties, and agreements continued herein shall remain operative and in full force and effect and shall survive delivery of and payment for the Bonds hereafter, regardless of any investigation made by or on behalf of the Underwriter. Section 13. Governing Law. This Bond Purchase Agreement shall be governed by the laws of the State. Section 14. Underwriter Not Acting as Advisor or Fiduciary. The Issuer (in reliance on the Underwriter's representations with regard to (a) below) and the Owner acknowledge in connection with the purchase and sale of the Bonds, the offering of the Bonds for sale and the discussions and negotiations relating to the terms of the Bonds pursuant to and as set forth in this Bond Purchase Agreement that (a) the Underwriter has acted at arm's length, is acting solely as principal for its own account and is not agent of or advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) and owes no fiduciary duty to, the Issuer, the Owner or any other person, (b) the Underwriter's duties and obligations to the Issuer and the Owner shall be limited to those contractual duties and obligations set forth in this Bond Purchase Agreement and those prescribed by applicable law, (c) the Underwriter may have interests that differ from those of the Issuer and the Owner and(d) the Issuer and the Owner have consulted their legal and financial advisors to the extent they deemed appropriate in connection with the offering and sale of the Bonds. The Issuer and the Owner further acknowledge and agree that each is responsible for making its respective judgment with respect to the offering and sale of the Bonds and the process leading thereto. The Issuer and the Owner agree that they will not claim that the Underwriter acted as a Municipal Advisor to the Issuer or the Owner or rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Owner, in connection with the offering or sale of the Bonds or the process leading thereto. The Underwriter agrees to deal fairly with the Issuer and the Owner with respect to the Bonds. Section 15. Indemnification. The Owner will indemnify and hold harmless the Underwriter and the Issuer and each person, if any, who controls the Underwriter and the Issuer within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, expenses or liabilities,joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or under any other statute or at common law or otherwise, or pursuant to a breach of contract by the Owner or an intentional, negligent or reckless untruthful representation by the Owner and, except as hereinafter provided, will reimburse the Underwriter, the Issuer and each such controlling person, if any, for any legal or other fees and expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions: (i) against the Issuer, arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Official Statement (other than under the headings "The Issuer," "Tax Matters," "Underwriting," Appendix A — "Form of Opinion of Bond Counsel" and Appendix B — `Book- Entry Only System" therein) or arise out of or are based upon the omission or alleged omission 11