connection with the sale of securities, or to subject itself to service of
process in any state or jurisdiction in which it is not already so subject. The
Obligor consents to the use of the Preliminary Private Placement Memorandum and
the Private Placement Memorandum by the Placement Agent in obtaining such
qualification.
SECTION 3. APPROVAL OF PRIVATE PLACEMENT MEMORANDUM. The Issuer and the
Obligor ratify, and the Issuer and the Obligor consent to the use by the
Placement Agent of, the Preliminary Private Placement Memorandum in connection
with the offering of the Bonds prior to the date hereof. On or before the date
of issuance of the Bonds, the Issuer (at the Obligor's expense) shall deliver to
the Placement Agent such reasonable number of copies of the Private Placement
Memorandum as the Placement Agent shall request. The Issuer and the Obligor
authorize and approve the Private Placement Memorandum and consent to the use by
the Placement Agent of the Private Placement Memorandum in connection with the
offering of the Bonds.
SECTION 4. PLACEMENT OF THE BONDS. The Placement Agent shall use its best
efforts to solicit, at the rate of interest established by the Remarketing Agent
pursuant to Section 110(b) of the Indenture, purchases of the Bonds and the
beneficial interests in the Bonds by sophisticated investors which customarily
purchase corporate securities in large denominations at a price of par in
connection with the initial sale of the Bonds and the beneficial interests in
the Bonds by the Issuer. The Purchasers of the Bonds are to purchase the Bonds
at a price equal to 100% of the principal amount thereof and to pay the purchase
price thereof on the date of issuance of the Bonds (the "Closing"). Each of the
Purchasers is to deposit the purchase price of their respective Bonds with the
Placement Agent for transfer by the Placement Agent to the Trustee on the date
of issuance of the Bonds. The Issuer and the Obligor approve the placement of
the Bonds with the Purchasers on the terms referred to herein. It is understood
that the purchase of the Bonds by the Purchasers is subject to the performance
by the Obligor and the Issuer of their obligations to be performed hereunder at
and prior to the Closing, to the accuracy in all material respects of the
representations and warranties of the Obligor and the Issuer herein as of the
time of the Closing, and to the following conditions, including the delivery by
the Obligor and the Issuer of such documents and opinions as are enumerated
herein in form and substance reasonably satisfactory to the Placement Agent:
(a) At the time of the Closing, (i) the Indenture, the Loan
Agreement and the Letter of Credit shall be in full force and effect in the form
heretofore approved by the Obligor, the Issuer, the Trustee and the Placement
Agent and none of the foregoing documents shall have been amended, modified or
supplemented from the forms thereof as of the date hereof, except as may have
been approved by the Placement Agent, the Closing in all events, however, to be
deemed such approval, (ii) the proceeds of the sale of the Bonds shall be
deposited and applied as described in the Loan Agreement and the Indenture and
(iii) the Obligor and the Issuer shall have duly adopted and there shall be in
full force and effect such resolutions as are necessary in connection with the
transactions contemplated herein and in the Private Placement Memorandum.
(b) At or prior to the Closing, the Indenture shall have been
executed and
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