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SECTION 8. Termination
The Underwriter may terminate its obligations under this Bond Purchase Agreement by written
notice to the Issuer and the Borrower if, at any time subsequent to this date and on or prior to the Closing
Date:
(a) (i) Legislation shall have been enacted by the Congress, or recommended to the Congress
for passage by the President of the United States or the Department of the Treasury of the United States or
the Internal Revenue Service or any member of the United States Congress, or favorably reported for
passage to either House of the Congress by any Committee of such House to which such legislation has
been referred for consideration, or (ii) a decision shall have been rendered by a court established under
Article III of the Constitution of the United States, or the United States Tax Court, or (iii) an order, ruling,
regulation or communication (including a press release) shall have been issued by the Department of the
Treasury of the United States or the Internal Revenue Service, in each case referred to in clauses (i), (ii)
and (iii), with the purpose or effect, directly or indirectly, of imposing federal income taxation upon interest
to be received on obligations of the general character of the Bonds.
(b) Legislation shall have been enacted or a decision by a court of the United States shall be
rendered or any action taken by the Securities and Exchange Commission which, in the opinion of counsel
to the Underwriter, has the effect of requiring the offer or sale of the Bonds to be registered under the
Securities Act of 1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939,
as amended, or any fact shall exist or event shall have occurred that, in the judgment of the Underwriter,
makes untrue or incorrect any statement of a material fact in the Official Statement or that, in the judgment
of the Underwriter, should be reflected therein in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, and the Official Statement shall not have been
supplemented or amended to reflect such fact or event.
(c) (i) In the judgment of the Underwriter, the market price of the Bonds is adversely affected
because: (A) additional material restrictions not in force as of this date shall have been imposed upon trading
in securities generally by any governmental authority or by any national securities exchange; (B) the New
York Stock Exchange or other national securities exchange, or any governmental authority, shall impose,
as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital requirements
of, the Underwriter; (C) a general banking moratorium shall have been established by federal, New York
or Commonwealth authorities; or (D) a war involving the United States of America shall have been
declared, or any other national or international calamity, or escalation thereof, shall have occurred, or any
conflict involving the armed forces of the United States of America shall have escalated to such a magnitude
as to materially affect the ability of the Underwriter to market the Bonds; (ii) any litigation shall be
instituted, pending or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way
contesting or affecting any authority or security for or the validity of the Bonds, or the existence or powers
of the Issuer; or (iii) legislation shall have been introduced in or enacted by the Legislature of the
Commonwealth with the purpose or effect, directly or indirectly, of imposing Commonwealth income
taxation upon interest to be received by any owners of the Bonds or that would, in the judgment of the
Underwriter, adversely affect an investment in or the security pledged for the Bonds.
(d) There shall have occurred any change that, in the judgment of the Underwriter, makes
unreasonable or unreliable any of the assumptions upon which: (i) yield on the Bonds for purposes of
compliance with the Code, (ii) payment of debt service on the Bonds, or (iii) the basis for the exclusion
from gross income for federal income tax purposes of interest on the Bonds, is predicated.
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