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except that the respective obligations of the Issuer, the Borrower, the School, and the
<br />Underwriter set forth in Section 7 hereof, shall continue in full force and effect.
<br />b. Amendments to Official Statement. After the date of the Official Statement and
<br />so long as the Underwriter, or dealers, if any, participating in the original distribution of the
<br />Bonds, are offering Bonds which constitute the whole or a part of their unsold participations, the
<br />Issuer, the Borrower or the School will (a) not adopt any amendment of or supplement to the
<br />Official Statement without the prior written consent of the Underwriter, and (b) during such
<br />period or for forty-five (45) days from the date of the Closing, whichever is earlier, if any event
<br />relating to or affecting the Official Statement shall occur as a result of which, in the reasonable
<br />judgment of the Underwriter, it is necessary to amend or supplement the Official Statement in
<br />order to make the Official Statement not misleading in the light of the circumstances existing at
<br />the time it is delivered to a purchaser, forthwith prepare and furnish to the Underwriter, at the
<br />expense of the Borrower, a reasonable number of copies of an amendment of or supplement to
<br />the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which
<br />will amend or supplement the Official Statement so that it will not contain any untrue statement
<br />of a material fact or omit to state a material fact necessary in order to make the statements
<br />therein, in the light of the circumstances existing at the time the Official Statement is delivered to
<br />a purchaser, not misleading. For the purposes of, and during the period of time provided by this
<br />Section, the Issuer, the Borrower and the School will furnish, or cause to be furnished, such
<br />information with respect to itself as the Underwriter may from time to time reasonably request.
<br />7. Payment of Expenses.
<br />(a) Upon and subject to the issuance, sale and delivery of the Bonds by the Issuer, the
<br />Borrower agrees to pay either directly or, to the extent permitted under federal tax law as
<br />determined by Bond Counsel, from the proceeds of the Bonds, all expenses and costs to effect
<br />the authorization, preparation, issuance, delivery, and sale of the Bonds, including, without
<br />limitation, (i) the Underwriter fee of 5 , (ii) rating agency fees and expenses, if any, (iii)
<br />the fees and disbursements of Bond Counsel, the fees and disbursements of Borrower's and
<br />School's counsel, (iv) the fees and disbursements of the Issuer, Issuer's Counsel, and the Trustee,
<br />(v) the fees and disbursements of Underwriter's counsel, (vi) the fees and expenses of
<br />Underwriter's counsel in connection with qualification ofthc Bonds for sale under any Blue Sky
<br />or other securities laws and regulations of various jurisdictions and preparation of any Blue Sky
<br />survey, (vii) the fees and expenses of certified public accountants, (viii) the expenses and costs
<br />for the printing and distribution of the Bonds, the Preliminary Official Statement and the final
<br />Official Statement, (ix) the expenses and costs for photocopying the Preliminary Official
<br />Statement, the final Official Statement, the Resolution, the Indenture, the Borrower Documents,
<br />the School Documents, and all other agreements and documents contemplated hereby, and (x)
<br />the various other expenses and costs of Closing.
<br />(b) If the Bonds arc not issued and delivered by the Issuer to the Underwriter, as a
<br />result of the failure by the Borrower or the School to perform any of their obligations under this
<br />Bond Purchase Agreement (other than a failure of the Underwriter to comply with its obligation
<br />set forth in Section 1 hereof, if such obligation is not otherwise excused or terminated as
<br />provided herein) or as a result of the Borrower or the School failing to reach agreement with the
<br />Underwriter as to the terms and conditions of the transactions and documents contemplated
<br />hereby, the Borrower and the School agree that they shall pay all expenses set forth in this
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