Tax Exempt Bond Agreement

TAX-EXEMPT BOND PURCHASE AGREEMENT

This Tax-Exempt Bond Purchase Agreement (the Agreement) is entered into as of by and between:

Issuer

Purchaser / Underwriter

Recitals and Authority

WHEREAS, the Issuer is duly authorized under the laws of the State of to issue its tax-exempt obligations for the public purpose described herein; and

WHEREAS, the Issuer has determined to issue and sell its bonds designated as the (the Bonds) in the aggregate principal amount of to finance the project described below and related costs.

Description of Bonds

Dated Date:   Closing Date:

Purchase, Price and Payment

The Purchaser agrees to purchase and the Issuer agrees to sell the Bonds at a purchase price equal to which reflects any original issue discount, premium, or underwriting discount agreed between the parties.

Payment for the Bonds shall be made at the closing by wire transfer or other immediately available funds to the account designated by the Issuer on or before .

Tax-Exempt Certification and Covenants

The Issuer covenants and certifies that it will comply with all applicable provisions of the Internal Revenue Code and related regulations necessary to maintain the interest on the Bonds as excludable from gross income for federal income tax purposes. The Issuer further covenants that the proceeds of the Bonds will be used solely for the public purposes described in the recitals and for incidental costs of issuance.

The Issuer represents, warrants and covenants that it will not take any action or omit any action which would cause the interest on the Bonds to be includible in gross income of the owners of the Bonds under federal tax law, including but not limited to the requirements relating to private activity, arbitrage restrictions, and required yield limitations.

Representations and Warranties

Issuer represents and warrants that: (a) it is duly organized and validly existing and has full power to enter this Agreement and to issue the Bonds; (b) the Bonds, when issued and delivered in accordance with this Agreement, will be valid and binding obligations of the Issuer enforceable in accordance with their terms subject to applicable bankruptcy and similar laws; and (c) no litigation or administrative proceeding exists that would restrain or enjoin issuance, sale, or delivery of the Bonds.

Purchaser represents and warrants that: (a) it is purchasing the Bonds for its own account for investment and not with a view to distribution; (b) it has the financial capacity to consummate the purchase; and (c) all information provided to the Issuer concerning the Purchaser is true, complete and correct in all material respects.

Conditions to Closing

The obligation of the Purchaser to purchase the Bonds is subject to the satisfaction of customary conditions precedent including, without limitation: delivery of certified copies of authorizing resolutions and ordinances; delivery of approving opinions of bond counsel; receipt of an officer's certificate certifying no material adverse change; and delivery of final documents in form and substance satisfactory to the Purchaser.

Covenants, Default and Remedies

The Issuer covenants to pay principal and interest as and when due, to maintain books and records for the Bonds, and to comply with all reporting obligations required by law or agreement. An Event of Default shall include failure to pay principal or interest when due, failure to perform any covenant after notice and opportunity to cure, insolvency or appointment of a receiver, or breach of tax covenants that materially affects tax status of the Bonds.

Upon an Event of Default, the Purchaser (or Trustee acting at the direction of holders as provided in the trust instrument) may declare all principal and accrued interest immediately due and payable and pursue all remedies available at law or in equity, including injunctive relief, appointment of a receiver, foreclosure on pledged revenues, and other remedies provided by applicable law.

Notices

All notices, requests, consents and communications under this Agreement shall be in writing and shall be delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth below (or to such other addresses as either party may designate by notice to the other).

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may be amended only by written instrument executed by both parties.

Payment and Reconciliation Schedule

Acknowledgments and Certifications

By signing below, the undersigned officers of the Issuer and the authorized representative of the Purchaser certify that they have read and understand this Agreement, that the representations and warranties contained herein are true and correct as of the date hereof, and that the parties are duly authorized to execute and deliver this Agreement and to perform their obligations hereunder.

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