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(c) The Owner shall take all necessary action on its part to cause the Bonds to comply <br /> with the provisions of the laws and regulations of the State pursuant to which the Bonds are <br /> issued, the Internal Revenue Code of 1986, as amended, and the regulations promulgated <br /> thereunder(the"Code") and will not take any action, or permit any action within its control to be <br /> taken, that would violate such provisions or that would cause interest on the Bonds to be <br /> included in gross income for federal income tax purposes. <br /> Section 7. Conditions to Obligations of Underwriter and Issuer. The obligation of <br /> the Underwriter to purchase and pay for the Bonds and of the Issuer to issue and sell the Bonds <br /> will be subject to (i) the accuracy of the representations and warranties of the Issuer and the <br /> Owner herein, (ii) the performance by the Issuer and the Owner of their respective obligations <br /> hereunder, (iii) the receipt of the documents specified in Section 2 hereof, and (iv) the following <br /> additional conditions precedent: <br /> (a) Except as may have been agreed to by the Underwriter, at the Closing Date, the <br /> Indenture and all official action of the Issuer relating thereto shall be in full force and effect and <br /> shall not have been amended, modified or supplemented, and the Official Statement shall not <br /> have been amended or supplemented. <br /> (b) The Underwriter and the Issuer shall have received the opinion of Kuhl & Grant, <br /> LLP, Indianapolis, Indiana, counsel to the Owner, dated the Closing Date, in substantially the <br /> form attached as Exhibit A hereto; <br /> (c) The Underwriter shall have received the approving opinion of Faegre Drinker <br /> Biddle & Reath LLP, Indianapolis, Indiana, Bond Counsel, dated the Closing Date, and a <br /> supplemental opinion of Bond Counsel, dated the Closing Date, in substantially the form <br /> attached as Exhibit B hereto; <br /> (d) The Underwriter shall have received the opinion of Squire Patton Boggs (US) <br /> LLP, Cleveland, Ohio, counsel to the Underwriter, as to such matters as the Underwriter may <br /> reasonably request; <br /> (e) The Underwriter shall have received a certificate, dated the Closing Date, signed <br /> by a duly authorized official of the Issuer, in substantially the form attached as Exhibit C hereto; <br /> (f) The Underwriter shall have received a certificate dated the Closing Date, signed <br /> by a duly authorized representative of the Owner, in substantially the form attached as Exhibit D <br /> hereto; <br /> (g) The Underwriter shall have received a certificate, dated the Closing Date and <br /> signed by an authorized officer of the Trustee, to the effect that (i) he or she is an authorized <br /> officer of the Trustee; (ii) the Indenture has been duly executed and delivered by the Trustee; (iii) <br /> the Trustee has all necessary corporate and trust powers required to carry out the trust created by <br /> the Indenture; and (iv) to the best of his or her knowledge, the acceptance by the Trustee of the <br /> duties and obligations of the Trustee under the Indenture and compliance with the provisions <br /> thereof will not conflict with or constitute a breach of or default under any law, administrative <br /> regulation, consent decree or any agreement or other instrument to which the Trustee is subject. <br /> 7 <br />