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140 <br /> (xiv) Evidence that Moody's, S&P and Fitch have issued ratings for <br /> the Bonds of not less than " ," " " and " ", respectively; and <br /> (xv) Such additional legal opinions, certificates, proceedings, <br /> instruments and other documents, as the Underwriters or legal counsel to the <br /> Underwriters may reasonably request to evidence compliance by the County with <br /> legal requirements relating to the issuance of the Bonds, the truth and accuracy, as <br /> of the date of Closing, of all representations contained herein and the due <br /> performance or satisfaction by the County at or prior to the date of Closing of all <br /> agreements then to be performed and all conditions then to be satisfied as <br /> contemplated under this Bond Purchase Agreement and the Trust Agreement. <br /> If the County shall be unable to satisfy the conditions to the obligations of <br /> the Underwriters contained in this Bond Purchase Agreement or if the obligations of the <br /> Underwriters shall be terminated for any reason permitted by this Bond Purchase <br /> Agreement, this Bond Purchase Agreement shall terminate and neither the County nor the <br /> Underwriters shall have any further obligations hereunder, except that Sections 9 and 10 <br /> and the representations and warranties of the County contained herein(as of the date made) <br /> will continue in full force and effect. <br /> (8) Survival. All representations, warranties and agreements of the County set <br /> forth in or made pursuant to this Bond Purchase Agreement shall remain operative and in <br /> full force and effect, regardless of any investigations made by or on behalf of the <br /> Underwriters and shall survive the delivery of and payment for the Bonds. <br /> (9) Payment of Expenses. The County shall pay, out of the proceeds of the <br /> Bonds or from its own funds, any expenses incident to the performance of the obligations <br /> of the County or the Underwriters hereunder, including but not limited to: (i) the cost of <br /> the preparation, reproduction,printing, distribution, and mailing, of the Official Statement; <br /> (ii) the fees and disbursements of Bond Counsel and counsel for the County; (iii) the fees <br /> and disbursements of any experts retained by the County or the Underwriters; (iv) fees <br /> charged by the rating agencies for the rating of the Bonds; and (v) the cost of qualifying <br /> the Bonds under the laws of such jurisdictions as the Underwriters may designate, <br /> including filing fees and fees and disbursements of counsel for the Underwriters in <br /> connection with such qualification and the preparation of Blue Sky Memoranda. <br /> If the Bonds are not delivered to the Underwriters pursuant to this Bond <br /> Purchase Agreement, the County shall pay all expenses incident to the performance of the <br /> County's and the Underwriters' obligations hereunder as provided in this Section. <br /> The Underwriters shall pay (i) any fees of the MSRB in connection with the <br /> issuance of the Bonds, (ii) the cost of obtaining CUSIP number(s) assigned for the Bonds, <br /> and (iii) the fees and disbursements of counsel for the Underwriters. <br /> -14- <br />