Resolutions - Jersey City

If the Governental Unit shall be unable to satisfy the conditions to the obligations of theAuthority contained in this Bond Purchase Agreement to purchase, to accept delivery of and topay for the Bonds, or if the obligations of the Authority to purchase, to accept delivery of and topay for the Bonds shall be terminated for any reason permitted by this Bond PurchaseAgreement, this Bond Purchase Agreement shall immediately terminate and, except to the extentprovided in paragraph (9) hereof, neither the Authority nor the Governental Unit shall beunder further obligation hereunder. The failure to purchase Bonds hereunder due to a failure tosatisfy any condition precedent (whether or not within the control of the Governental Unit),shall give rise to any liability of the Authorityor the Ban to such Governental Unit.9. The Authority shall be under no obligation. to pay, and the Governental Unitshall pay (whether or not Bonds are purchased hereunder), all expenses which are incidentalhereto and to the performance of the Goyernental Unit's obligations hereunder, including butnot limited to: (i) the cost of the preparation of the Local Proceedings; (ii) the cost of thepreparation and printing of the Bonds; (iii) the fees and disbursements of Bond Counsel to theGovernental Unit; (iv) the fees and disbursements of counsel to the Governental Unit,financial advisor, independent auditor, and advisers, and of any other experts or consultantsretained by the Governental Unit; (v) the fees and disbursements of any paying agent or bondregistrar for the Bonds; (vi) the fees and disbursements of the Ban in connection with theapplication for approval of, making and administration of the loan, including fees anddisbursements of Ban counseland other experts retained by the Ban; (vii) the fees that theTrustee and the Authority charge in connection with the making of theloan; (viii) the cost ofpreparng, mailing and delivering any financial or other information about the GovernentalUnit; (ix) the Governental Units proportionate share of the Program Costs; and (x) anyapplicable taxes or fees for issuance and purchase of any General Obligation Bonds or otherrelated expenses.i o. Any notice or other communication to be given to the Governental Unit underthis Bond Purchase Agreement may be given by delivering the same in wrting at theGovernental Unit's address set forth above, and any notice or other communication to be givento the Authority under this Bond Purchase Agreement may be given by delivering the same inwrting to The Hudson County Improvement Authority, Administration Building, 574 SumitAvenue, Jersey City, New Jersey 07306, Attention: Executive Director.i i. This Bond Purchase Agreement is made solely for the benefit of theGovernental Unit, the Authority and the Ban (including the successors or assigns of each),and no other person shall acquire or have any right hereunder by virtue hereof. All of theGovernental Unit's representations, warranties and covenants which are contained in this BondPurchase Agreement shall remain operative and in full force and effect subsequent to thedelivery of and payment for the Bonds pursuant to this Bond Purchase Agreement.12. Ths Bond Purchase Agreement shall not be amended nor shall any provisionhereof be waived by either pary hereto without the prior wrtten' consent of the GovernentalUnit and the Authority (with the consent ofthe Ban).37902-003356495.1