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(e) The marketability of the Bonds or the market price thereof, in the opinion of the
Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in
the securities or debt markets.
(f) There shall have occurred or any notice shall have been given of any intended
downgrading, suspension, withdrawal or negative change in credit watch status by any national rating
service to any of the Issuer鈥檚 or Borrower鈥檚 obligations.
SECTION 9. Expenses
The Underwriter shall be under no obligation to pay, and the Borrower hereby agrees to pay, any
expenses incident to the performance of the Issuer鈥檚 obligations hereunder, including, but not limited to,
(a) the costs of printing and preparation for printing or other reproduction for distribution and use in
connection with the public offering of the Bonds such number of copies as may be requested by the
Underwriter of the Preliminary Official Statement, the Official Statement, the Indenture, the Bond
Resolution and the blue sky survey, as well as any delivery costs incurred in connection with the distribution
of the foregoing documents; (b) the cost of preparing the definitive Bonds; (c) the fees and disbursements
of Bond Counsel in connection with the authorization and issuance of the Bonds; the fees and expenses of
Issuer鈥檚 counsel; the fees and expenses of the Trustee and its counsel; any application or administrative fee
of the Issuer; and the fees and disbursements of the Issuer鈥檚 financial advisor and any other experts or
consultants retained by the Issuer; (d) the fees of rating agencies in connection with the rating of the Bonds;
(e) the Underwriting Fee; (f) the fees and expenses of counsel to the Underwriter; (g) the expenses relating
to the meals, transportation, lodging, and entertainment incidental to implementing this Bond Purchase
Agreement; and (h) all other expenses in connection with the public offer and sale of the Bonds. The Issuer
shall have no obligation to pay any fees, expenses or costs associated with or resulting from the issuance
and delivery of the Bonds. The Borrower shall pay for any expenses incurred on behalf of the Issuer鈥檚
employees which are incidental to implementing this Bond Purchase Agreement.
SECTION 10. Notices
Any notice or other communication to be given to the Issuer or the Borrower under this Bond
Purchase Agreement may be given by delivering the same in writing to the Issuer or the Borrower at their
respective addresses set forth on the first page hereof. Any notice or other communication to be given to
the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to
Colliers Securities LLC, 90 South 7th Street, Suite 4300, Minneapolis, Minnesota 55402, Attention: Public
Finance.
SECTION 11. Parties in Interest
This Bond Purchase Agreement is made solely for the benefit of the Issuer, the Borrower and the
Underwriter (including any successor or assignees of the Underwriter), and, except as provided in Section
5 hereof, no other party or person shall acquire or have any right hereunder or by virtue hereof.
SECTION 12. Amendments
This Bond Purchase Agreement may not be amended without the written consent of the Issuer, the
Borrower and the Underwriter.
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