01-26-15 Agenda, Packet and Committee Meeting Notice

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(e) The Purchaser has knowledge and experience in financial matters, and is capable of evaluating the merits and risks of investment in the Bonds. (f) The Purchaser understands that the Bonds have not been registered under the Securities Act of 1933, as amended, and that such registration is not legally required. (g) The Bonds and any participation therein may only be reoffered, sold, assigned, transferred, pledged, encumbered, or otherwise disposed of in accordance with applicable laws. The Purchaser recognizes that the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein. The Purchaser also recognizes that by rendering such opinions, the attorneys do not become insurers or guarantors of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of the opinions guarantee the outcome of any legal dispute that may arise out of the transaction. 4. Conditions of Purchaser's Obligations. (a) The obligations of the Purchaser hereunder shall be subject to: (i) The performance by the Issuer of its obligations to be performed hereunder at and prior to the Closing Date; (ii) The accuracy of the warranties and representations of the Issuer; and (iii) Delivery to the Purchaser of executed counterparts (unless otherwise noted) of the following documents in such number as shall be reasonably required and in form and substance satisfactory to the Purchaser: (a) A certified copy of the Ordinance; (b) The Bonds, without coupons, dated the date of issuance in the form of a separate, single, certificated, fully registered Bond in the name of the Purchaser; (c) The unqualified approving opinion of Frost Brown Todd LLC, Bond Counsel, dated the Closing Date; (d) Such additional legal opinions, bonds, proceedings, and such other documents as Bond Counsel or the Purchaser may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy of their representations herein, and the due performance or satisfaction by the Issuer at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Issuer; and 5. Termination. The Purchase Agreement shall be terminated and the Issuer shall not be obligated to sell and deliver, and the Purchaser shall not be obligated to purchase, the Bonds on the Closing Date if between the date hereof and the Closing Date: -3-