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represented by the percentage that the fees paid by the Borrower to the Underwriter in connection with the
issuance and administration of the Bonds bear to the aggregate offering price of the Bonds, with the
Borrower responsible for the balance; provided, however, that in no case shall the Underwriter be
responsible for any amount in excess of the fees paid by the Borrower to the Underwriter in connection
with the issuance and administration of the Bonds and provided further that the Borrower shall not be
required to contribute for Liabilities arising from the gross negligence or willful misconduct of the
Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 10(b) of the
Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such
misrepresentation.
(e) The Indemnified Parties, other than the Issuer and the Underwriter, shall be considered to
be third-party beneficiaries of this Bond Purchase Agreement for purposes of this Section. The provisions
of this Section will be in addition to all liability that the Borrower may otherwise have and shall survive
any termination of this Bond Purchase Agreement, the offering and sale of the Bonds and the payment or
provisions for payment of the Bonds.
(f) The indemnification hereunder shall be in addition to, and shall not limit, any indemnity
granted by the Borrower pursuant to the Loan Agreement, the Regulatory Agreement or any other
document.
All obligations under this Section are subject to the limitations in Section 19 of this Bond Purchase
Agreement.
SECTION 6. Closing
At 10:00 a.m., Local Time, on the Closing Date, or at such time on such earlier or later date as shall
be agreed upon in writing by the Issuer, the Borrower and the Underwriter, the Issuer shall direct the Trustee
to deliver the Bonds to the Underwriter through the facilities of The Depository Trust Company (“DTC”),
Brooklyn, New York, in definitive form, duly executed and authenticated by the Trustee. Subject to the
terms and conditions hereof, the Issuer shall deliver at the Issuer’s offices, or at such other place as may be
mutually agreed upon by the Issuer, the Borrower and the Underwriter, the Bond Documents and the
Underwriter shall accept delivery of the Bonds and the Bond Documents and pay the purchase price for the
Bonds by wire transfer, to the Trustee, in immediately available federal funds, for the account of the Issuer
or as the Issuer shall direct. As a condition precedent to such acceptance, the Underwriter shall have
received the Underwriting Fee by wire transfer in immediately available federal funds to the order of the
Underwriter, in such manner as shall be agreed upon by the Borrower and the Underwriter. If the
Underwriter shall make such request, the applicable Bonds shall be made available to the Underwriter one
business day before the Closing at the offices of DTC for purposes of inspection and packaging. The
ownership of one fully registered Bond in the aggregate principal amount of the Bonds, bearing a proper,
duly assigned CUSIP number, will be issued initially in the name of Cede & Co., as nominee of DTC.
SECTION 7. Closing Conditions of the Underwriter
The obligation of the Underwriter to purchase the Bonds and the obligation of the Issuer to sell the
Bonds to the Underwriter shall be subject to the following conditions precedent:
(a) The representations of the Issuer and the Borrower in this Bond Purchase Agreement and
the representations and warranties made in each of the Bond Documents by the respective parties shall be
true and correct on this date and on the Closing Date, as if made on the Closing Date, and each such party
to the Bond Documents shall deliver a certificate to such effect. The Issuer and the Borrower shall have
performed all of their obligations under this Bond Purchase Agreement, and the Issuer and the Borrower
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