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proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially
adversely affect the Borrower’s or the General Partner’s financial condition or operations or the validity of
the authorization, execution, delivery or performance by the Borrower or the General Partner, as applicable,
of any Borrower Document.
(i) The Borrower will furnish such information, execute such instruments and take such other
action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify
the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and
other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility
of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts
upon the reasonable request of the Underwriter to continue such qualifications in effect so long as required
for the distribution of the Bonds; provided, however, that the Borrower shall not be required to register as
a dealer or broker of securities or execute a general or special consent to service of process or qualify to do
business in any jurisdiction where it is not now so subject.
(j) Any certificate signed by the Borrower and delivered to the Underwriter or the Issuer
pursuant to the Indenture or the Borrower Documents shall be deemed a representation and warranty by the
Borrower to the Underwriter and the Issuer as to the statements made therein as of the date thereof.
(k) The Borrower will not take or omit to take any action, which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes of the interest on the
Bonds under the Internal Revenue Code of 1986, as amended.
(l) The Borrower shall honor all other covenants contained in the Borrower Documents.
(m) All permits, licenses and other authorizations necessary for the ownership, acquisition,
rehabilitation, and equipping of the Project in the manner contemplated by the Official Statement and the
Borrower Documents have been obtained or will be obtained by the time required, and said ownership,
acquisition, rehabilitation, and equipping are not in conflict with any zoning or similar ordinance applicable
to the Project.
The execution and delivery of this Bond Purchase Agreement by the Borrower shall constitute a
representation to the Underwriter that the representations and warranties contained in this Section 4 are true
as of the date hereof.
SECTION 5. Indemnification
(a) (i) The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless the
Underwriter and each affiliate, member, officer, director, official, supervisor, employee and agent past,
present and future of the Underwriter and each person, if any, who controls any of the foregoing within the
meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934, as amended (collectively referred to herein as the “Underwriter Indemnified Parties”), against
any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees), causes of
action (whether in contract, tort or otherwise), suits, claims, demands and judgments of any kind, character
and nature (collectively referred to herein as the “Liabilities”), except any Liability arising from the gross
negligence or willful misconduct of the Underwriter, caused by or directly or indirectly arising from or in
any way relating to (A) the Borrower’s obligations relating to the Bonds, the Project, the Loan, the Loan
Agreement, the Indenture, this Bond Purchase Agreement or any document related to the Bonds, the Project,
the Loan (the “Transaction Documents”) or any transaction or agreement, written or oral, pertaining to the
foregoing but specifically excluding the Preliminary Official Statement and the Official Statement; or (B)
any untrue or misleading statement or alleged untrue or alleged misleading statement of a material fact
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