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4. Consent Agreement of Fiscal Agent/Trustee. The Purchaser represents that it will also
obtain a Consent Agreement from the Bank of New York Mellon Trust Company, N.A., or
U.S. Bank National Association, if required in such Party’s capacity as Trustee or Fiscal
Agent authorizing and approving the Purchaser’s acquisition of the Project.
5. Payment by Purchaser of Costs and Expenses. The Purchaser shall be responsible for the
payment of all costs and expenses incurred in connection with the purchase of the Project,
including but not limited to legal fees and expenses of the Authority related to this consent
request, unless otherwise payable by the Seller in accordance with the Fee Purchase
Agreement. Such payments by the Purchaser shall be paid to the Authority’s counsel by
wire transfer on or before the Closing Date.
6. Term of Agreement. This Agreement shall be effective upon its execution and delivery and
shall remain in full force and effect through the Closing Date.
7. Amendments to Agreement. This Agreement shall not be amended or supplemented
without the prior written consent of the Authority.
8. Successors and Assigns. This Agreement shall be binding on, inure to the benefit of, and
be enforceable by, each of the Parties and their respective successors and assigns.
9. Severability. If any provision of this Agreement shall be held invalid by any court of
competent jurisdiction, such holding shall not invalidate any other provision hereof.
10. Applicable Law. This Agreement shall be governed by the applicable laws of the
Commonwealth of Virginia.
11. Entire Agreement. This Agreement reflects the entire agreement of the Parties hereto, and
completely and fully supersedes all other prior agreements, if any, both written and oral,
between the Authority and the Purchaser relating to the Bonds and the matters set forth
herein and therein.
12. Counterparts. This Agreement may be executed in a number of identical counterparts.
Signatures may be delivered by facsimile or electronic delivery, and such signatures shall
be binding on the parties hereto, with original signatures to be delivered as soon as
reasonably practical thereafter.
[Signature Page Follows]
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