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(a) Authority Bring-Down Representations. The representations and covenants of the Authority contained herein shall be true and correct at the time of the Closing, as if made on the Closing Date. (b) Members Bring-Down Representations. The representations and covenants of each of the Members contained in such Member's Letter of Representation shall be true and correct at the time of the Closing, as if made on the Closing Date. (c) Executed Agreements and Performance Thereunder. At the time of the Closing, (i) the Authority Documents shall be in full force and effect and shall not have been amended, modified or supplemented except with the written consent of the Underwriter, (ii) there shall be in full force and effect such resolutions (collectively, the "Authorizing Resolutions"), as, in the opinion of Jones Hall Hill & White, A Professional Law Corporation ("Bond Counsel"), shall be necessary in connection with the transactions on the part of the Authority contemplated by this Purchase Contract, the Official Statement and the Authority Documents, (iii) the Authority shall perform or have performed its obligations required or specified in the Authority Documents to be performed at or prior to Closing, and.(iv) the Official Statement shall not have been supplemented or amended except as otherwise may have been agreed to in writing by the Underwriter. (d) No Default. At the time of the Closing, no default shall have occurred or be existing under this Purchase Contract, the Authorizing Resolutions or the Authority Documents, and the Authority shall not be in default in the payment of principal or interest on any of its bonded indebtedness which default shall adversely impact the ability of the Authority to make payments on the Bonds. (e) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 8 below. (f) Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by written notification to the Authority if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee, or the presentment of legislation for consideration as an option by either KMLYDDAN 26982 257329 6 7