Common use of Purchase, Sale and Closing Clause in Contracts

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds, and the Issuer hereby agrees to sell to the Purchaser all of the Bonds, at a price of 100% of the principal amount of the Bonds. The parties agree that the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date and (ii) the Purchaser's obligation evidenced hereby to make payments in the future under and pursuant to subparagraph (b) of this Paragraph 2. The Bonds shall bear interest at the fixed rate determined as provided in Section 202 of the Indenture. (b) Pursuant to Section 4.3 of the Lease and Section 602 of the Indenture, the Lessee shall from time to time submit requisitions to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit to the Purchaser by telecopy to the telecopier number set forth in Paragraph 9 hereof a letter directing the Purchaser to make payment for the Bonds in the amount of such requisition, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment obligations under this Agreement shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption of the Bonds, to pay to the Purchaser only up to the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Agreement shall be discharged in full on the earlier of (i) the date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of the Completion Date (as defined in the Lease) have been paid in full. (e) All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser or pursuant to any other agreement without an agreement in writing signed by the Issuer, the Trustee and such purchaser.

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date , and (ii) the Purchaser's obligation evidenced hereby Bonds will be authenticated by the Trustee and delivered to make payments the Purchaser in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company to designate (upon at least ten business days’ advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company in the future under case of a fully-registered Bond specified for authentication and pursuant to subparagraph delivery (b) after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Paragraph 2Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Company by its duly authorized representatives. The Bonds shall bear interest at the fixed rate determined as provided As is set forth in Section 202 304 of the Indenture. (b) Pursuant , any such designation which the Trustee receives from the Company shall be treated the same as an order from the Issuer to Section 4.3 of authenticate the Lease fully-registered Bond so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 business days prior to the Closing Date specified in such designation. At any such Closing, subject to the terms and Section 602 conditions of the Indenture, the Lessee Trustee shall from time to time submit requisitions to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit deliver to the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by telecopy the Company; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book-entry on the Purchaser’s books or, if the Purchaser is not the Company or its affiliate, by wire transfer of immediately available funds or in kind by the transfer of property. If at any such Closing the Trustee fails to authenticate and deliver the designated fully-registered Bond to the telecopier number set forth in Paragraph 9 hereof a letter directing Purchaser as provided herein, the Purchaser may elect to make payment for the Bonds in the amount be relieved of such requisition, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment any further obligations under this Bond Purchase Agreement shall without thereby waiving any other rights the Purchaser may have been discharged in full as provided in subparagraph (d) belowagainst the Issuer by reason of such failure. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption obligation of the Bonds, Issuer to pay sell Bonds and to cause Bonds to be delivered to the Purchaser only up to under the aggregate provisions of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Bond Purchase Agreement shall be discharged in full terminate on the earlier of (i) the that date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of which follows December 31 following the Completion Date (as defined in the Lease) of the Project by one year and after said termination date the Issuer shall have been paid in full. (e) no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser or pursuant to any other agreement without an agreement in writing signed by except as otherwise permitted under the Issuer, the Trustee and such purchaserIndenture.

Purchase, Sale and Closing. (a) Subject to the terms 2.1. The Purchaser, as principal, hereby subscribes for and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from that number of Units indicated on the Issuer all of the Bonds, and the Issuer hereby agrees Agreement to sell to the Purchaser all of the Bonds, which this Appendix II is attached at a price of 100% US $4.05 (Cdn $6.27) per Unit, for that aggregate purchase price (the “Purchase Price”) indicated on the Agreement to which this Appendix II is attached. 2.2. This Agreement, when executed by the Purchaser and delivered to the Company, will constitute a subscription for the Units which will not be binding on the Company until accepted by the Company by executing the Agreement to which this Appendix II is attached. 2.3. The closing of the principal purchase and sale of the Units (the “Closing”) shall take place on the date on which the last to be fulfilled or waived of the conditions set forth in Article 5 and applicable to the Closing shall be fulfilled or waived in accordance herewith, or on such other date as the Purchaser and the Company may agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. 2.4. On the Closing Date, the Company shall deliver to the Purchaser (a) one or more certificates (with the number of and amount of each certificate to be as reasonably requested by the Bonds. The parties agree that Purchaser) representing the aggregate principal amount of Bonds to be sold and Unit Shares purchased hereunder shall not exceed by the principal amount specified Purchaser at the Closing registered in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as the name of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under Purchaser and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date and (ii) the Purchaser's obligation evidenced hereby to make payments Warrants registered in the future under and pursuant to subparagraph (b) of this Paragraph 2. The Bonds shall bear interest at the fixed rate determined as provided in Section 202 name of the Indenture. (b) Pursuant to Section 4.3 of the Lease and Section 602 of the Indenture, the Lessee shall from time to time submit requisitions to the Trustee Purchaser in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to denominations as reasonably requested by the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit to the Purchaser by telecopy to shall deliver the telecopier number set forth in Paragraph 9 hereof a letter directing the Purchaser to make payment Purchase Price for the Bonds in the amount of such requisition, Units by wire transfer in immediately available fundsfunds to an account designated in writing by the Company. The Purchaser In addition, each party shall within three (3) days of its receipt of a copy of deliver all documents, instruments and writings required to be delivered by such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay party pursuant to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment obligations under this Agreement shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption of the Bonds, to pay to the Purchaser only up to the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Agreement shall be discharged in full on the earlier of (i) the date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on at or prior to the commencement Closing. In addition, at the Closing, the Company shall pay (or the Purchaser shall pay for the account of the Completion Date (Company, with such payment being credited towards Purchaser’s payment of the Purchase Price under this subsection 2.4(b)) to the Purchaser’s counsel its legal fees and disbursements as defined set forth in section 3.8. 2.5. The certificate or certificates representing the Warrants shall be substantially in the Lease) have been paid in fullform of Schedule 2.5. (e) All Bonds issued by 2.6. The issue of the Issuer are to be sold to Units will not restrict or prevent the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to Company from obtaining any other purchaser financing or pursuant to any other agreement without an agreement in writing signed by the Issuer, the Trustee and such purchaser.from issuing

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date , and (ii) the Purchaser's obligation evidenced hereby Bonds will be authenticated by the Trustee and delivered to make payments or at the direction of the Purchaser in one or more installments as the acquisition, construction, renovation, equipping and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Lessee to designate (upon at least ten (10) business days, advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Lessee in the future under case of a fully-registered Bond specified for authentication and pursuant to subparagraph delivery (b) after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Paragraph 2Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be duly executed on behalf of the Lessee. The Bonds Notwithstanding the foregoing, the Purchaser hereby directs or shall bear interest at cause the fixed rate determined as provided Trustee to be directed in writing to hold the Bond on behalf of the Purchaser until otherwise directed in writing by the Purchaser. As is set forth in Section 202 304 of the Indenture. , any such designation which the Trustee receives from the Lessee shall be treated as an order from the Issuer to authenticate the fully- registered Bond so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than five (b5) Pursuant business days prior to Section 4.3 of the Lease Closing Date specified in such designation. At any such Closing, subject to the terms and Section 602 conditions of the Indenture, the Lessee Trustee shall from time deliver to time submit requisitions the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by the Lessee; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book entry on the Purchaser’s books, or if the Purchaser is not also the Lessee, in cash or by wire transfer to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy or by another method of it has been sent payment satisfactory to the Trustee and the Purchaser, . If at any such Closing the Trustee shall, upon receipt fails to authenticate and review of each requisition, promptly transmit deliver the designated fully- registered Bond to the Purchaser by telecopy to the telecopier number set forth in Paragraph 9 hereof a letter directing as provided herein, the Purchaser may elect to make payment for the Bonds in the amount be relieved of such requisition, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Purchaser may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Purchaser under the provisions of this Bond Purchase Agreement shall terminate on the expiration or earlier termination of the Lease, and after said termination date the Issuer shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption of the Bonds, to pay to the Purchaser only up to the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Agreement shall be discharged in full on the earlier of (i) the date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of the Completion Date (as defined in the Lease) have been paid in full. (e) . All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser except as otherwise permitted under the Indenture. Notwithstanding the foregoing, if any Bonds are subsequently transferred or pursuant sold to any other agreement without an agreement a subsequent purchaser in writing signed by the Issuera private sale, the Purchaser shall only be obligated to provide the Issuer and Trustee and with the identity of such subsequent purchaser.

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds, and the Issuer hereby agrees to sell to the Purchaser all of the Bonds, at a price of 100% of the principal amount of the Bonds. The parties agree that the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "“Closing Date"”) by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date and (ii) the Purchaser's ’s obligation evidenced hereby to make payments in the future under and pursuant to subparagraph (b) of this Paragraph 2. The Bonds shall bear interest at the fixed rate determined as provided in Section 202 of the Indenture. (b) Pursuant to Section 4.3 of the Lease and Section 602 of the Indenture, the Lessee shall from time to time submit requisitions to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit to the Purchaser by telecopy to the telecopier number set forth in Paragraph 9 hereof a letter directing the Purchaser to make payment for the Bonds in the amount of such requisition, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's ’s payment obligations under this Agreement shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption of the Bonds, to pay to the Purchaser only up to the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's ’s payment obligations under this Agreement shall be discharged in full on the earlier of (i) the date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of the Completion Date (as defined in the Lease) have been paid in full. (e) All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser or pursuant to any other agreement without an agreement in writing signed by the Issuer, the Trustee and such purchaser.

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser Bondholder agrees to purchase from the Issuer all of the Bonds, Bonds that are to be issued at any time and from time to time under the Financing Agreement and the Issuer hereby agrees to sell to the Purchaser Bondholder all of the Bonds, Bonds that are to be issued at any time and from time to time under the Financing Agreement at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Financing Agreement. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(al(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date , and (ii) the Purchaser's obligation evidenced hereby Bonds will be delivered to make payments the Bondholder in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Bondholder to designate (upon at least ten (10) business days’ advance notice to the Issuer and the Bondholder), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Bondholder in the future under case of a fully-registered Bond specified for delivery (after the first such installment shall have been delivered simultaneously with the execution and pursuant to subparagraph (b) delivery of this Paragraph 2Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Lessee by its duly authorized officer. The Bonds shall bear interest at the fixed rate determined as provided As is set forth in Section 202 304 of the Indenture. (b) Pursuant Financing Agreement, any such designation which the Issuer receives from the Lessee shall be treated as an order to Section 4.3 the Issuer to deliver the fully-registered Bond so specified therein. At any such Closing, subject to the terms and conditions of the Lease Financing Agreement, the Issuer shall deliver to the Bondholder the designated fully-registered Bond in definitive form, duly executed, in the authorized denomination requested by the Lessee; and Section 602 the Bondholder shall accept delivery and pay the purchase price of such Bond in any manner agreed to be the Lessee and the Bondholder. Notwithstanding anything to the contrary contained herein, in connection with the initial Bond to be issued at closing of the IndentureBond issue and the delivery of the Lease, the Lessee shall from time to time submit requisitions convey the Project Facility Site and the improvements to the Trustee in an aggregate amount not to exceed $40,000,000. Unless Project Facility Site, as such requisition does not clearly indicate that a copy of it has been sent improvements then exist, to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit to the Purchaser Issuer by telecopy to the telecopier number set forth Warranty Deed in Paragraph 9 hereof a letter directing the Purchaser to make payment return for the Bonds initial Bond in the amount of such requisition$34,554,100. Also, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter may convey additional portions of direction from the Trustee, whichever arrives earlier, pay Project to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Issuer in return for additional Bonds. Such payments shall Payment for Bonds can be made in cash or by the transfer to the Issuer by the Bondholder of property to be included in the Project at its “value,” being the Bondholder’s cost (or at its election, its federal income tax basis). Such transfer of property shall be at its “value” treated as if (i) an amount equal to the value of such mannerproperty was advanced by the Bondholder to the Issuer hereunder with respect to the Bonds, until (ii) the Purchaser's payment obligations under this Agreement shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from cash was deposited by the Purchaser Issuer in the Project Fund created under the Indenture. Financing Agreement, and (ciii) The Issuer shall be obligated, upon the maturity or earlier redemption of cash was immediately disbursed from the Bonds, Project Fund to pay to reimburse the Purchaser only up to Lessee for such value. Any amounts advanced by the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interestBondholder in cash, if any. (d) The Purchaser's payment , with respect to the Bonds shall be deposited in the Project Fund and used to pay or to reimburse the Issuer and the Lessee for Costs of the Project and transaction costs of issuing the Bonds. If at any such Closing the Issuer fails to deliver the designated fully-registered Bond to the Bondholder as provided herein, the Bondholder may elect to be relieved of any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Bondholder may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Bondholder under the provisions of this Bond Purchase Agreement shall be discharged in full terminate on the earlier of (i) the that date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of which follows the Completion Date (as defined in the Lease) of the Project by one year or (ii) December 31, 2022, and after said termination date the Issuer shall have been paid in full. (e) no obligation to deliver or to cause to be delivered any new or additional Bonds hereunder or under the Financing Agreement. All Bonds issued by the Issuer are to be sold to the Purchaser Bondholder under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser or pursuant to any other agreement without an agreement in writing signed by the Issuer, Issuer and the Trustee and such purchaserLessee.

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds, Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof. Such purchase price shall be deemed to be paid on and as of the date of the initial issuance of the Bonds (the "Closing Date") by (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date , and (ii) the Purchaser's obligation evidenced hereby Bonds will be authenticated by the Trustee and delivered to make payments the Purchaser in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company to designate (upon at least ten business days’ advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company in the future under case of a fully-registered Bond specified for authentication and pursuant to subparagraph delivery (b) after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Paragraph 2Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Company by its duly authorized representatives. The Bonds shall bear interest at the fixed rate determined as provided As is set forth in Section 202 304 of the Indenture. (b) Pursuant , any such designation which the Trustee receives from the Company shall be treated the same as an order from the Issuer to Section 4.3 of authenticate the Lease fully-registered Xxxx so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 business days prior to the Closing Date specified in such designation. At any such Closing, subject to the terms and Section 602 conditions of the Indenture, the Lessee Trustee shall from time to time submit requisitions to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit deliver to the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by telecopy the Company; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book-entry on the Purchaser’s books or, if the Purchaser is not the Company or its affiliate, by wire transfer of immediately available funds or in kind by the transfer of property. If at any such Closing the Trustee fails to authenticate and deliver the designated fully-registered Bond to the telecopier number set forth in Paragraph 9 hereof a letter directing Purchaser as provided herein, the Purchaser may elect to make payment for the Bonds in the amount be relieved of such requisition, in immediately available funds. The Purchaser shall within three (3) days of its receipt of a copy of such requisition from the Lessee or such letter of direction from the Trustee, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment any further obligations under this Bond Purchase Agreement shall without thereby waiving any other rights the Purchaser may have been discharged in full as provided in subparagraph (d) belowagainst the Issuer by reason of such failure. The Trustee shall deposit all such payments received from the Purchaser in the Project Fund created under the Indenture. (c) The Issuer shall be obligated, upon the maturity or earlier redemption obligation of the Bonds, Issuer to pay sell Bonds and to cause Bonds to be delivered to the Purchaser only up to under the aggregate provisions of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Bond Purchase Agreement shall be discharged in full terminate on the earlier of (i) the that date when the sum of the aggregate payments made hereunder equals $40,000,000 or (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior to the commencement of which follows December 31 following the Completion Date (as defined in the Lease) of the Project by one year and after said termination date the Issuer shall have been paid in full. (e) no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser or pursuant to any other agreement without an agreement in writing signed by except as otherwise permitted under the Issuer, the Trustee and such purchaserIndenture.

Purchase, Sale and Closing. (a) Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein hereinafter set forth, including the Purchaser maturity dates, principal amounts, yields to maturity and interest rates set forth in the Order, the Underwriter hereby agrees to purchase from the Issuer all of the BondsTreasurer, and the Issuer Treasurer hereby agrees to sell to the Purchaser all of Underwriter, the Bonds, at a price of 100% of the principal amount of the Bonds. The parties agree that the entire $9,055,000.00 aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed Bonds, at the principal amount specified in Paragraph 1(a) hereof. Such aggregate purchase price shall be deemed to be paid on and as of $9,027,817.80, representing the date of the initial issuance par amount of the Bonds ($9,055,000.00), plus the "Closing Date") by net original issue premium of $36,202.80, less the Underwriter’s discount (i) the payment of any amount under and pursuant to subparagraph (b) of this Paragraph as is paid on the Closing Date and (ii) the Purchaser's obligation evidenced hereby to make payments in the future under and pursuant to subparagraph (b) of this Paragraph 2$63,385.00). The Bonds shall bear interest at be subject to redemption as set forth in the fixed rate determined as provided in Section 202 of General Bond Order and the IndentureSupplement. (b) Pursuant On December 27, 2012, or at such other date as shall have been mutually agreed upon by the Treasurer and the Underwriter (the “Closing Date”), the Treasurer shall deliver, or cause to Section 4.3 be delivered, the Bonds to The Depository Trust Company, New York, New York (“DTC”) for the account of the Lease Underwriter in definitive form duly executed on the Treasurer’s behalf, together with the other documents hereinafter mentioned, and Section 602 provided that all conditions to the obligations of the Indenture, the Lessee shall from time to time submit requisitions to the Trustee in an aggregate amount not to exceed $40,000,000. Unless such requisition does not clearly indicate that a copy of it has been sent to the Purchaser, the Trustee shall, upon receipt and review of each requisition, promptly transmit to the Purchaser by telecopy to the telecopier number Underwriter set forth in Paragraph 9 Section 10 hereof a letter directing have been met, the Purchaser to make payment for Underwriter shall accept such delivery and pay the purchase price of the Bonds as set forth in the Section 2(a) hereof by delivering such amount of such requisition, in immediately available fundsfunds to the Treasurer (the “Closing”). The Purchaser shall within three (3) days Bonds will be delivered as fully registered Bonds, one for each maturity and interest rate of its receipt of Bonds, under a copy of such requisition from the Lessee or such letter of direction from the Trusteebook entry method, whichever arrives earlier, pay to the Trustee the amount indicated thereon, and each such payment shall be deemed to be, and shall be, an installment payment of the Bonds. Such payments shall be made in such manner, until the Purchaser's payment obligations under this Agreement shall have been discharged in full as provided in subparagraph (d) below. The Trustee shall deposit all such payments received from the Purchaser registered initially in the Project Fund created under the Indenturename of Cede & Co. as nominee for DTC. (c) The Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer shall be obligated, upon and the maturity or earlier redemption of the Bonds, to pay to the Purchaser only up to the aggregate of all installments payments made hereunder as shall have been funded pursuant to the preceding subparagraph Director acknowledge and accrued and unpaid interest, if any. (d) The Purchaser's payment obligations under this Agreement shall be discharged in full on the earlier of agree that: (i) the date when transaction contemplated by this Agreement is an arm’s length, commercial transaction between the sum of Issuer, the aggregate payments made hereunder equals $40,000,000 Director and the Underwriter in which the Underwriter is acting solely as a principal and not acting as a fiduciary to the Issuer or the Director; (ii) the date when any and all directions for payment made pursuant to subparagraph(b) hereinabove made on or prior Underwriter has provided advice with respect to the commencement of structure, timing or other similar matters concerning the Completion Date (Bonds as defined in the Lease) have been paid in full. (e) All Bonds issued by an underwriter and not as a fiduciary to the Issuer are to be sold or the Director; (iii) the Underwriter is acting solely in its capacity as an underwriter for its own account; (iv) the only obligations the Underwriter has to the Purchaser under Issuer and pursuant the Director with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement Agreement; and shall not be sold (v) the Issuer and the Director have consulted with their own legal, accounting, tax, financial and other advisors, as applicable, to any other purchaser or pursuant to any other agreement without an agreement in writing signed by the Issuer, the Trustee and such purchaserextent deemed appropriate.