Letter of Agreement for Purchase

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_ �. �_. w .�.��i. . _. _ s_ u, the Lease Payments, (iii) the Lease Agreement is not subject to the registration requirements of the Securities Act of 1933, as amended, and (iii) such other matters as may be requested by the Purchaser in form and substance acceptable to the Purchaser; (e) The delivery of a certificate dated the Closing Date and signed by the City's Director of Finance, or such other officer of the City as the City Council may approve,to the effect that: (i) to the best knowledge of the City, there are no actions or proceedings against the City pending and notice of which has been served on the City or threatened that materially adversely affect the City's ability to pay the Lease Payments or to perform its obligations under the Site and Facility Lease and Lease Agreement; (ii) the representations and warranties of the City contained in this agreement and the Lease Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and (iii)the City acknowledges receipt from the Purchaser, on behalf of the Authority, of the advance rental payment specified in Section 4 of the Site and Facility Lease; (fl The delivery by the City of a title policy for the property that is the subject of the Site and Facility Lease and Lease Agreement in form acceptable to the Purchaser; (g)The execution and delivery by the City of a certificate as to arbitrage; and (h) The delivery by the Purchaser of an investor letter in form and substance as attached hereto as Exhibit B. (i) Such other documents as may be reasonably requested by the Purchaser. 7. Events Permitting the Purchaser to Terminate. The Purchaser may terminate its obligation to purchase the Authority's rights, title and interest under the Site and Facility Lease and the Lease Agreement before the Closing Date if any of the following occurs: (a) any legislative, executive or regulatory action (including the introduction of legislation) or any court decision that, in the judgment of the Purchaser, casts sufficient doubt on the legality of or the tax-exempt status of the interest component of obligations such as those represented by the Lease Agreement and the Lease Payments so as to materially impair the marketability or to materially reduce the market price of such obligations, in the reasonable opinion of the Purchaser; (b) any action by the Securities and Exchange Commission or a court that would requi.re registration of the Lease Agreement under the Securities Act of 1933, as amended; or (c) any event occurs or becomes known that has a material adverse effect on the financial condition of the City or on the ability of the City or the Authority to perform under the Site and Facility Lease,the Lease Agreement or the Assignment Agreement. -5- 338801_2.DOC