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provided in Schedule I hereto, and have such other terms as provided in the Indenture and described in the
Official Statement (as defined below). The Borrower agrees to pay to the Underwriter, as compensation for
its services, an underwriting fee equal to $________ with respect to the Bonds (the “Underwriting Fee”),
from which, the Underwriter will pay certain fees and expenses. The Underwriting Fee, plus an additional
$________ to reimburse the Underwriter for certain fees and expenses, shall be due and payable in
immediately available funds on the Closing Date, solely and exclusively from funds provided by the
Borrower.
The Issuer will deliver the Bonds to or for the account of the Underwriter against payment of the
purchase price therefor by wire transfer of immediately available funds to the Trustee (the “Closing”) at or
prior to 10:00 a.m., Eastern Time, on July __, 2026, or at such other time not later than seven (7) days
thereafter as the Underwriter, the Borrower and the Issuer shall mutually agree (the “Closing Date”). One
Bond will be delivered, registered in the name of Cede & Co. to the Trustee as agent for The Depository
Trust Company on or prior to the Closing Date. The Bonds may be in printed, engraved, typewritten or
photocopied form, and each such form shall constitute a “definitive” form.
The Borrower and the Issuer acknowledge that the Underwriter, without regard to priority, may
allocate the Bonds between customer orders and orders that could be considered to be from “related
accounts” for purposes of MSRB Rule G-11. The Issuer and the Borrower hereby agree to the Underwriter’s
allocation of the Bonds to the orders that the Underwriter received during the order period for the Bonds,
regardless of priority between customer accounts and those accounts that could be considered “related
accounts.”
SECTION 2. Official Statement
(a) The Borrower has delivered or will deliver to the Underwriter, without charge, in such
quantities as the Underwriter has requested or may hereafter reasonably request, copies of the Preliminary
Official Statement, dated [________ __, 2026], prepared with respect to the Bonds (the “Preliminary
Official Statement”), and the final Official Statement, dated or to be dated [________ __, 2026], prepared
with respect to the Bonds (the “Official Statement”), and any amendments or supplements thereto. The
Borrower will be responsible for any costs associated with printing and mailing the Preliminary Official
Statement and the Official Statement.
(b) The Issuer and the Borrower acknowledge that the Underwriter is required to comply with
the requirements of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”) in connection with
the offer and sale of the Bonds and each agrees to cooperate (at the cost and expense of the Borrower) with
the Underwriter so as to enable the Underwriter to comply with the Rule. To this end, the Borrower has
delivered to the Underwriter the Preliminary Official Statement with respect to the Bonds that the Borrower
deemed final as of its date, except for the omission of no more than the following information: offering
price(s), interest rate(s), accreted values, yield to maturity, selling compensation, aggregate principal
amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on
such matters and the identity of the underwriter(s), all with respect to the issuance and sale of the Bonds
(collectively, “Permitted Omissions”). The Borrower deems the Preliminary Official Statement, as of its
date, final within the meaning of the Rule, except for Permitted Omissions. The Borrower expects, for the
benefit of the Holders of the Bonds, to enter into a Continuing Disclosure Agreement, dated as of July 1,
2026 (the “Continuing Disclosure Agreement”), by and between the Borrower and U.S. Bank Trust
Company, National Association, in its capacity as dissemination agent, by which the Borrower will
undertake to provide continuing disclosure in accordance with the Rule. The Borrower, its partners and all
entities affiliated with the Borrower and its partners have complied with all of their previous continuing
disclosure obligations under the Rule, if any (except to the extent described in the Preliminary Official
Statement and the Official Statement).
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