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Purchase Contract and otherwise have the meanings defined for such terms in the ~si~g-~ ~Agreement " " ~ , a~ ~s~eo-~t~x'~"-~ ~~a :~~"'. 1. Purchase Sale and Deliverv of the Certificates. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth, the ~~Underwriters hereby agrees to purchase from the Trustee (actin¢ at the direction and for the benefit of the Countv and in accordance with the terms of the Agreement) ~e~-for reoffering to the public, and the ~Trustee hereby agrees to sell and deliver to the ~~~v~te~Undeiwriters for such purpose, all (but not less than all) of the $22,000,000 aggregate principal amount of the ~Certificates of Participation (Courthouse Square Project) 1998 Series A(the ""1998 Certificates"") evidencin~, .~;rA..+ frartinna~ ,,,,~;.,;~P~ interectc nf the (~wner~ there~f in the 1998 Financin~ Pavments to be' ber 1, 1998, and will evidence: (a) principal components of the 1998 Financin~Pavments in the •>> ~ • +- + ~. +~ • a • * *~ • *~~ ~ ^~ ~• *'~~ ~ ~~ shown on E~chibit A ~cvrvoc ::vrrra:v:x aacv ac crtv :acv vi iaco t, r`~ heret , . > > • The interest components of the 1998 Financin~yments evidenced bv the 1998 Certificates will arrnia ~,,,,, T~Premher 1 199R anc~ he navahle semiannuallv on June 1 and December 1 of each l. 1998. evidenced by the 1998 Certificates will be subject to ~t~rnrepayment prior to their stated due dates °~'~°a~~'°a ~~°~,~~t=L_as described on Exhibit A hereto and in Section 204 of the Agreement. The 1998 Certificates will be as further described in the Official Statement (as hereinafter defined). The purchase price for the 1998 Certificates will be $ (reflecting an original issue (premium) (discount) of $_ and an underwriting discount of $ ) plus interest accrued on the 1998 Certificates from the date of the 1998 ~ Certificates to the date of the Closing (as hereinafter defined) and will be payable in immediately available funds. The 1998 Certificates shall be substantially in the form described in, shall be issued andI secured under the provisions of, and shall be payable as provided in Resolution No. authorizing the A~reement and the 1998 Certificates adopted by the County's Board ofl Commissioners on November , 1998, (the "Resolution") and in the Agreement. The 1998 Certificates are authorized to be issued pursuant to the Reselution and the Agreement. The ( 1998 Certificates will be secured by and payable from the "Security," including the "Mortgage," as such terms are defined in the Agreement. The proceeds from the sale of the 1998 Certificates will be used (i) to finance i~a portion of the County's Share of the costs of the Courthouse Square Project, as such term is defined in the Agreement and in the Preliminary Official Statement for the 1998 Certificates under the caption " ", (ii) to pay the premium for insurance to be provided by (the "Insurer") and (ii) to pay the costs of issuance of the 1998 Certificates and related expenses. , ~ -G- J 1KEt\Pru-Bache\Marion County\BPA doc