Common use of Disclosure Matters Clause in Contracts

Disclosure Matters. The Issuer and the Borrower acknowledge that the Underwriter is required to comply with the requirements of the Rule in connection with the offer and sale of the Bonds and each agrees to cooperate (at the cost and expense of the Borrower) with the Underwriter so as to enable the Underwriter to comply with the Rule. To this end: (a) The Borrower has delivered to the Underwriter the Official Statement that the Borrower deemed final as of its date, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, and other terms of the Bonds depending on such matters (collectively, the “Permitted Omissions”). (b) If, during the period from the date hereof to and including the date as of which the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the Closing Date, any event occurs as a result of which the Official Statement for the Bonds as then amended or supplemented might include an untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer, if such event relates to the information included in the Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION” (insofar as such information thereunder pertains to the Issuer), or the Borrower, if such event relates to the captions “PRIVATE PARTICIPANTS,” “THE PROJECT,” “CERTAIN BONDHOLDERS’ RISKS,” “UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE” or “ABSENCE OF LITIGATION” (insofar as such information thereunder pertains to the Borrower), shall promptly notify the Underwriter thereof and shall (in either case, at the expense of the Borrower), upon the request of the Underwriter, prepare and deliver to the Underwriter as many copies of an amendment or supplement which will correct such statement or omission as the Underwriter may reasonably request. (c) On or before the date which is five business days after the date hereof (or such earlier date as is necessary to accompany any confirmation that requests payment for a Bond), the Issuer agrees to deliver or cause to be delivered to the Underwriter, at the expense of the Borrower, as many copies of the Official Statement as the Underwriter may reasonably request.

Disclosure Matters. The Issuer Seller reached a decision to sell the Securities to Buyer, knowing that Buyer is the issuer of the Securities. Seller is an experienced and sophisticated investor in equity securities of public companies and has carefully reviewed Buyer’s Annual Report on Form 10-K for the Borrower acknowledge that the Underwriter is required to comply year ended December 31, 2015, all subsequent filings of Buyer with the requirements Securities and Exchange Commission, other publicly available information regarding Buyer and such other information that Seller and its advisors deemed necessary to make its decision to sell the Securities to Buyer. Regardless of any materially favorable information about Buyer that Buyer or its affiliates may possess but have not disclosed to Seller (which information may indicate a value of the Rule Securities that is substantially different than reflected in such sale to Buyer), Seller would not have changed its decision to sell the Securities to Buyer, including the price at which the Securities are being sold. Seller has not requested from Buyer or any of its affiliates, and Seller is not relying on Buyer or any of its affiliates for, any information in connection with its decision to sell the Securities, nor is such information necessary to or desired by Seller. Seller acknowledges and understands that Buyer and its affiliates may possess material nonpublic information regarding Buyer not known to Seller that may impact the value of the Securities and that Buyer is unable to disclose such information to Seller. Seller understands, based on its experience, the disadvantage to which Seller is subject due to the disparity of information between Buyer and Seller and, notwithstanding such disparity, Seller has deemed it appropriate to sell the Securities to Buyer. If, despite the preceding representations and warranties in this Section 4(e), Seller and/or an affiliate of Seller are parties to a proceeding in which Seller and/or such affiliate seek relief from Buyer or any of its affiliates based on the allegation that Seller was entitled to additional information from Buyer or any of its affiliates in connection with the offer and sale of the Bonds Securities, Seller and/or such affiliate will indemnify Buyer and each agrees to cooperate (at the cost all of its affiliates and hold them harmless from any cost, expense and liability arising out of the Borrower) with the Underwriter so as to enable the Underwriter to comply with the Rulesuch proceeding. To this end: (a) The Borrower has delivered to the Underwriter the Official Statement It is understood that the Borrower deemed final as foregoing indemnity by its term applies only to proceedings in which Seller and/or an affiliate of its dateSeller seek relief. Hence, except for the omission of no more than the following information: the offering price(s)such indemnity does not apply to any proceeding brought by any other person, interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, and other terms of the Bonds depending on such matters (collectivelyincluding without limitation, the Securities and Exchange Commission. The term “Permitted Omissions”)affiliates” shall include executive officers and directors of Buyer for purposes of this Agreement. (b) If, during the period from the date hereof to and including the date as of which the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the Closing Date, any event occurs as a result of which the Official Statement for the Bonds as then amended or supplemented might include an untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer, if such event relates to the information included in the Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION” (insofar as such information thereunder pertains to the Issuer), or the Borrower, if such event relates to the captions “PRIVATE PARTICIPANTS,” “THE PROJECT,” “CERTAIN BONDHOLDERS’ RISKS,” “UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE” or “ABSENCE OF LITIGATION” (insofar as such information thereunder pertains to the Borrower), shall promptly notify the Underwriter thereof and shall (in either case, at the expense of the Borrower), upon the request of the Underwriter, prepare and deliver to the Underwriter as many copies of an amendment or supplement which will correct such statement or omission as the Underwriter may reasonably request. (c) On or before the date which is five business days after the date hereof (or such earlier date as is necessary to accompany any confirmation that requests payment for a Bond), the Issuer agrees to deliver or cause to be delivered to the Underwriter, at the expense of the Borrower, as many copies of the Official Statement as the Underwriter may reasonably request.