Common use of Purchase and Sale of the Certificates Clause in Contracts

Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the “Certificates of Participation, Series 2023” (the “Certificates”), evidencing assignments of proportionate interests in rights to receive certain Lease Revenues (as defined in the hereinafter defined Lease), under the Lease. The District and the Corporation acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm ’s-length commercial transaction between the Corporation and the Underwriters and that the Underwriters have financial and other interests that differ from those of the District or the Corporation; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the District or the Corporation; (iii) the Underwriters have not assumed any advisory or fiduciary responsibility to the District or the Corporation with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have provided other services or are currently providing other services to the District or the Corporation on other matters); (iv) the only obligations the Underwriters have to the District and the Corporation with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the District and the Corporation have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem appropriate. If the District or the Corporation would like a municipal advisor in this transaction that has legal fiduciary duties to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. The principal amount of the Certificates to be executed and delivered pursuant to the Indenture, the dated date therefor, the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certificates, the interest rates per annum and the prices at which the Certificates are to be sold are set forth in Schedule II attached hereto. The Certificates shall be as described in, and shall be executed and delivered and secured under and pursuant to the provisions of the Indentureof Trust dated as of [ ], 2023 (the “Indenture”) between the Corporation and UMB Bank, n.a., as trustee (the “Trustee”). The Certificates are being executed by the Trustee and delivered by the Corporation pursuant to the Indenture for the purpose of financing the Refunding Project (as defined in the Indenture) and pay the costs of execution and delivery of the Certificates. The Certificates evidence assignments of proportionate interests in rights to receive certain Lease Revenues under the Lease Purchase Agreement dated as of [ ], 2023 (the “Lease”) between the Corporation, as lessor, and the District, as lessee. The execution and delivery of the Lease and the financing of the Refunding Project have been approved and authorized by the Board of Directors of the District (the “District Board”) in a resolution adopted by the District Board on Resolution”). [_____ __], 2023 (the “District The purchase price for the Certificates shall be $[___ ], representing the par amount of the Certificates of $[ _], plus a [net] original issue premiumof $[ _], lessan underwriting discount of $[ ].

Purchase and Sale of the Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to Underwriter shall purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, and the City shall cause The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to execute, sell and deliver to the Underwriter all, of the “$ ,000 principal amount of Certificates of Participation, Series 2023” 2018 (the “Certificates”), ) evidencing assignments of proportionate ownership interests in rights the Lease Payments to receive certain Lease Revenues be made by the City. (b) Inasmuch as defined in this purchase and sale represents a negotiated transaction, the hereinafter defined Lease), under the Lease. The District City acknowledges and the Corporation acknowledge and agree agrees that: (i) the primary role of the UnderwritersUnderwriter, as underwritersan underwriter, is to purchase securities, for resale to investors, in an arm ’sarm’s-length commercial transaction between the Corporation City and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the District or the CorporationCity; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and Underwriter is not acting as a municipal advisor, financial advisor advisor, or fiduciary to the District or the Corporation; (iii) the Underwriters have City and has not assumed any advisory or fiduciary responsibility to the District or the Corporation City with respect to the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have Underwriter has provided other services or are is currently providing other services to the District or the Corporation City on other matters); (iviii) the only obligations the Underwriters have Underwriter has to the District and the Corporation City with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (viv) the District and the Corporation have City has consulted their its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem it deems appropriate. If the District or the Corporation would like a municipal advisor in this transaction that has legal fiduciary duties to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. . (c) The principal amount of the Certificates to be executed and delivered pursuant to the Indenturedelivered, the dated date therefor, thereof and the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certificates, the and interest rates and yields per annum and the prices at which the Certificates are to be sold therefor are set forth in the Schedule II attached hereto. The Certificates shall be as described in, and shall be executed and executed, delivered and secured under and pursuant to the provisions of the Indentureof of, a Trust Agreement, dated as of [ ], 2023 2018 (the “IndentureTrust Agreement”) ), between the Corporation City and UMB Bankthe Trustee, n.a., as trustee and authorized by an Ordinance of the Council of the City (the “TrusteeCouncil”) adopted on May 1, 2018 (the “Ordinance”). . (d) The Certificates are being executed by represent undivided proportionate interests of the Trustee and delivered by owners thereof in lease payments (the Corporation “Lease Payments”) to be received from the City pursuant to the Indenture for the purpose of financing the Refunding Project (as defined in the Indenture) and pay the costs of execution and delivery of the Certificates. The Certificates evidence assignments of proportionate interests in rights to receive certain Lease Revenues under the Lease a Lease- Purchase Agreement Agreement, dated as of [ ], 2023 2018 (the “Lease”) ), by and between the CorporationCity and the Trustee, as lessor, the rental price for certain real property and the District, as lessee. The execution and delivery of the Lease and the financing of the Refunding Project have been approved and authorized by the Board of Directors of the District improvements thereto (the “District Board”) in a resolution adopted by the District Board on ResolutionLeased Property”). [_____ __], 2023 The obligations of the City under the Lease will be payable exclusively from appropriated funds and will not be a general obligation or indebtedness of the City for any purpose. (the “District e) The purchase price for of the Certificates shall be $[___ ]$ , representing the par which represents an aggregate principal amount of the Certificates of $[ _]$ ,000.00, plus a [net] original issue premiumof $[ _]premium of $ , lessan less an underwriting discount of $[ ]$ .

Purchase and Sale of the Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to Underwriter shall purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, and the City shall cause Zions Bancorporation, National Association, as trustee (the “Trustee”), to execute, sell and deliver to the Underwriter all of the “$[PAR] principal amount of Certificates of Participation, Series 2023” 2020A (Taxable) (the “Certificates”), evidencing assignments of proportionate ownership interests in rights the Lease Payments to receive certain Lease Revenues be made by the City. (b) Inasmuch as defined in this purchase and sale represents a negotiated transaction, the hereinafter defined Lease), under the Lease. The District City acknowledges and the Corporation acknowledge and agree agrees that: (i) the primary role of the UnderwritersUnderwriter, as underwritersan underwriter, is to purchase securities, for resale to investors, in an arm ’sarm’s-length commercial transaction between the Corporation City and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the District or the CorporationCity; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and Underwriter is not acting as a municipal advisor, financial advisor advisor, or fiduciary to the District or the Corporation; (iii) the Underwriters have City and has not assumed any advisory or fiduciary responsibility to the District or the Corporation City with respect to the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have Underwriter has provided other services or are is currently providing other services to the District or the Corporation City on other matters); (iviii) the only obligations the Underwriters have Underwriter has to the District and the Corporation City with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (viv) the District and the Corporation have City has consulted their its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem it deems appropriate. If the District or the Corporation would like a municipal advisor in The Underwriter has been duly authorized to execute this transaction that has legal fiduciary duties Agreement and to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. act hereunder. (c) The principal amount of the Certificates to be executed and delivered pursuant to the Indenturedelivered, the dated date therefor, thereof and the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certificates, the and interest rates and yields per annum and the prices at which the Certificates are to be sold therefor are set forth in the Schedule II attached hereto. The Certificates shall be as described in, and shall be executed and executed, delivered and secured under and pursuant to the provisions of the Indentureof of, a Trust Agreement, dated as of [ ]August 1, 2023 2020 (the “IndentureTrust Agreement”) ), between the Corporation City and UMB Bankthe Trustee, n.a., as trustee and authorized by an Ordinance of the Council of the City (the “TrusteeCouncil”) adopted on June 23, 2020 (the “Ordinance”). . (d) The Certificates are being executed by represent undivided proportionate interests of the Trustee and delivered by owners thereof in lease payments (the Corporation “Lease Payments”) to be received from the City pursuant to the Indenture for the purpose of financing the Refunding Project (as defined in the Indenture) and pay the costs of execution and delivery of the Certificates. The Certificates evidence assignments of proportionate interests in rights to receive certain Lease Revenues under the Lease a Lease- Purchase Agreement Agreement, dated as of [ ]August 1, 2023 2020 (the “Lease”) ), by and between the CorporationCity and the Trustee, as lessor, the rental price for certain real property and the District, as lessee. The execution and delivery of the Lease and the financing of the Refunding Project have been approved and authorized by the Board of Directors of the District improvements thereto (the “District Board”) in a resolution adopted by the District Board on ResolutionLeased Property”). [_____ __], 2023 The obligations of the City under the Lease will be payable exclusively from appropriated funds and will not be a general obligation or indebtedness of the City for any purpose. (the “District e) The purchase price for of the Certificates shall be $[___ ]$ , representing the par which represents an aggregate principal amount of the Certificates of $[ _[PAR], plus a [net] original issue premiumof $[ _]premium of $ , lessan less an underwriting discount of $[ $ . [For convenience, the Underwriter shall pay by the Closing (as defined herein), on behalf of the City, $ from the proceeds of the Certificates to the Insurer (as defined herein) as payment of the bond insurance premium for the Policy (as defined herein).].

Purchase and Sale of the Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to Underwriter shall purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, and the City shall cause , as trustee (the “Trustee”), to execute, sell and deliver to the Underwriter all, of the “$[PAR] principal amount of Certificates of Participation, Series 2023” 2019 (the “Certificates”), ) evidencing assignments of proportionate ownership interests in rights to receive certain Lease Revenues (as defined in the hereinafter defined Lease)Lease Payments to be made by the City. (b) Inasmuch as this purchase and sale represents a negotiated transaction, under the Lease. The District City acknowledges and the Corporation acknowledge and agree agrees that: (i) the primary role of the UnderwritersUnderwriter, as underwritersan underwriter, is to purchase securities, for resale to investors, in an arm ’sarm’s-length commercial transaction between the Corporation City and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the District or the CorporationCity; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and Underwriter is not acting as a municipal advisor, financial advisor advisor, or fiduciary to the District or the Corporation; (iii) the Underwriters have City and has not assumed any advisory or fiduciary responsibility to the District or the Corporation City with respect to the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have Underwriter has provided other services or are is currently providing other services to the District or the Corporation City on other matters); (iviii) the only obligations the Underwriters have Underwriter has to the District and the Corporation City with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (viv) the District and the Corporation have City has consulted their its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem it deems appropriate. If the District or the Corporation would like a municipal advisor in this transaction that has legal fiduciary duties to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. . (c) The principal amount of the Certificates to be executed and delivered pursuant to the Indenturedelivered, the dated date therefor, thereof and the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certificates, the and interest rates and yields per annum and the prices at which the Certificates are to be sold therefor are set forth in Schedule II attached I hereto. The Certificates shall be as described in, and shall be executed and executed, delivered and secured under and pursuant to the provisions of the Indentureof of, a Trust Agreement, dated as of [ ]December 1, 2023 2019 (the “IndentureTrust Agreement”) ), between the Corporation City and UMB Bankthe Trustee, n.a., as trustee and authorized by an Ordinance of the Council of the City (the “TrusteeCouncil”) adopted on November 5, 2019 (the “Ordinance”). . (d) The Certificates are being executed by represent undivided proportionate interests of the Trustee and delivered by owners thereof in lease payments (the Corporation “Lease Payments”) to be received from the City pursuant to the Indenture for the purpose of financing the Refunding Project (as defined in the Indenture) and pay the costs of execution and delivery of the Certificates. The Certificates evidence assignments of proportionate interests in rights to receive certain Lease Revenues under the Lease a Lease- Purchase Agreement Agreement, dated as of [ ]December 1, 2023 2019 (the “Lease”) ), by and between the CorporationCity and the Trustee, as lessor, the rental price for certain real property and the District, as lessee. The execution and delivery of the Lease and the financing of the Refunding Project have been approved and authorized by the Board of Directors of the District improvements thereto (the “District Board”) in a resolution adopted by the District Board on ResolutionLeased Property”). [_____ __], 2023 The obligations of the City under the Lease will be payable exclusively from appropriated funds and will not be a general obligation or indebtedness of the City for any purpose. (the “District e) The purchase price for of the Certificates shall be $[___ ]$ , representing the par which represents an aggregate principal amount of the Certificates of $[ _]$ , plus a [net] original issue premiumof $[ _]premium of $ , lessan less an underwriting discount of $[ ]$ .