Common use of Good Faith Deposit Clause in Contracts

Good Faith Deposit. The Good Faith Deposit in the amount of $ has been, or within two (2) Business Days hereof will be, wired to the District’s account as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereof. If the Underwriter complies with such obligations, the Good Faith Deposit shall be credited toward the payment of the purchase price of the Bonds by the Underwriter at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereof. If the District does not accept this offer, the Good Faith Deposit shall be promptly returned to the Underwriter. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds as set forth in this Bond Purchase Agreement, or if the obligation of the Underwriter with respect to the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the amount of the Good Faith Deposit shall be retained by the District as full liquidated damages for such failure and for any defaults hereunder on the Underwriter’s part and shall constitute a full release and discharge of all claims and damages for such failure and for such defaults. The Underwriter understands that the District’s actual damages may be greater or may be less than the amount of the Good Faith Deposit. Accordingly, the Underwriter hereby waives any right to claim that the District’s actual damages are less than such sum, and the District’s acceptance of this offer shall constitute a waiver of any right the District may have to additional damages from the Underwriter. Any interest or other income from the investment of the Good Faith Deposit by the District shall belong to the District.

Good Faith Deposit. The Good Faith Deposit in In connection with the amount execution of $ has beenthis Purchase Contract, or within two (2) Business Days hereof the Underwriter will be, wired wire transfer to the District’s Trustee, for the account of the Issuer an amount equal to $275,000. Such payment has been delivered by the Underwriter as security for the performance by the Underwriter of its obligation obligations to purchase, accept delivery of and pay for the Bonds at Closing. At the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereof. If the Underwriter complies with such obligations, the Good Faith Deposit shall pay or cause to be credited toward the payment of paid the purchase price of the Bonds by Bonds, less the Underwriter at amount of such deposit, without interest, to the Closing, as provided in Section 2 (Purchase, Sale, and Delivery payment of the Bonds) hereofbalance of such purchase price. If the District Issuer accepts this offer, this payment may be retained. If the Issuer does not accept this offer, the Good Faith Deposit Issuer shall be promptly returned forthwith return the amount of such deposit, without interest, to the Underwriter. If Should the District fails Issuer fail to deliver the Bonds at the Closing, or if should the District shall Issuer be unable to satisfy the conditions of to the obligation obligations of the Underwriter to purchase and accept delivery of and to pay for the Bonds Bonds, as set forth in this Bond Purchase AgreementContract (unless waived by the Underwriter), or if the obligation should such obligations of the Underwriter with respect to the Bonds shall be terminated or cancelled for any a reason permitted by this Bond Purchase AgreementContract, this Bond Purchase Agreement the Issuer shall terminate and neither forthwith return the Underwriter nor the District shall be under further obligation hereunderamount of such deposit, except that the amounts of the Good Faith Deposit shall immediately be paid without interest, to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effectUnderwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept delivery of and pay for any of the Bonds at the Closing as herein provided, the amount of the Good Faith Deposit such deposit shall be retained by the District Issuer as and for full liquidated damages for the failure of the Underwriter to accept delivery of and pay for the Bonds. The retention of such failure and for any defaults hereunder on the Underwriter’s part and sum shall constitute a full release and discharge of all claims and rights of the Issuer against the Underwriter on account of such failure and a waiver of any right the Issuer may have to additional damages for such failure and for such defaultsfailure. The Underwriter understands acknowledges that the District’s actual damages may be greater or may be less than the amount of any damages to be incurred by the Good Faith DepositIssuer as a result of the Underwriter’s failure to accept delivery of and pay for the Bonds would be difficult to ascertain. Accordingly, the The Underwriter hereby waives any right to claim that the District’s actual damages resulting from such failure are less than the amount of such sumliquidated damages. Very truly yours, UNDERWRITER: BARCLAYS CAPITAL INC. By: Xxxxxxx X. Xxxx Director ISSUER: UNIVERSITY OF ALASKA By: Xxxxx X. Xxxxx Controller TRUSTEE (as to Section 19 only): BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Exhibit A Terms of the Bonds Purchase Price: Principal Amount $ [Plus/Less] Net Original Issue [Premium/Discount] Less Underwriter’s Discount Purchase Price $ Interest on the Bonds is payable on each April 1 and October 1, commencing on October 1, 2013, and on each date on which a Bond is redeemed or accelerated for maturity in accordance with the terms of the Indenture. Principal on the Bonds is payable on the dates, and the DistrictBonds will bear interest at the rates, set forth below: Maturity (October 1) Principal Amount Interest Rate Maturity (October 1) Principal Amount Interest Rate 2013 2014 2015 2016 2017 2018 2019 2020 $ % 2021 2022 2023 2024 2025 2026 2027 $ % $ % Term Bonds Due October 1, 20 - Priced to Yield % $ % Term Bonds Due October 1, 20 - Priced to Yield % $ % Term Bonds Due October 1, 20 - Priced to Yield % *Priced to the October 1, 2022 call date. The Bonds maturing on and after October 1, 2023 are subject to redemption, in whole or in part, on any date on or after October 1, 2022 at a redemption price of 100% of the principal amount of such Series 2012 Bonds plus accrued and unpaid interest on such Bonds being redeemed to the date fixed for redemption. The selection of Bonds to be redeemed within a maturity shall be made as provided in the Indenture. The Bonds maturing in the year are subject to mandatory sinking fund redemption on October 1 in the following years and in the following amounts at a price of 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date of redemption as follows: Redemption Year (October 1) Redemption Amount $ * * Final maturity The Bonds maturing in the year are subject to mandatory sinking fund redemption on October 1 in the following years and in the following amounts at a price of 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date of redemption as follows: Redemption Year (October 1) Redemption Amount $ * * Final maturity The Bonds maturing in the year are subject to mandatory sinking fund redemption on October 1 in the following years and in the following amounts at a price of 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date of redemption as follows: Redemption Year (October 1) Redemption Amount $ * * Final maturity Exhibit B Refunded Bonds Series Designation Principal Amount Maturities Redemption Date Points to be Addressed in Supplemental Opinion of Bond Counsel pursuant to Section 7.6(c)(2) The supplemental opinion or opinions of Xxxxxxxxx, Xxxxxx, Xxxxxxxxx & Xxxxxxxx, P.C., shall be addressed to the Issuer and the Underwriter and shall contain the following: The Issuer has full legal right, power and authority to enter into the Indenture, and to issue and sell the Bonds and to use the proceeds thereof for the purposes described in the Indenture. The Indenture creates the valid pledge that it purports to create of the Revenues, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. The Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under Section 304(a)(4) of the Trust Indenture Act of 1939, as amended. The statements in the Preliminary Official Statement as of its date and as of the date of the Purchase Contract and the Official Statement as of its date and as of the date hereof concerning the Bonds, the Indenture, and the information and statements contained in the Preliminary Official Statement, as of its date, and the Official Statement as of its date and the date hereof under the headings “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “CERTAIN LEGAL MATTERS” AND “TAX MATTERS,” insofar as such statements purport to summarize certain provisions of the Issuer Authorization, the Indenture and the Issuer Documents (other than any financial or statistical data contained in such sections, about which no opinion need be expressed), certain State of Alaska and federal laws and tax matters and the approving opinion of Bond Counsel, are true and correct in all material respects, and did not and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the statements of law and legal conclusions stated therein are correct. The Indenture and the Bonds conform in all material respects as to the descriptions thereof as summarized and set out in the Official Statement. Exhibit D Form of Opinion of Underwriter’s acceptance Counsel pursuant to Section 7.6(c)(3) [Letterhead of this offer shall constitute a waiver Birch Xxxxxx Xxxxxxx & Xxxxxx] March , 2013 Barclays Capital Inc. 000 Xxxxx Xxxxxx, Xxxxx 0000 Seattle, Washington 98104 Re: $ University of any right Alaska General Revenue and Refunding Bonds, 2013 Series S (the District may “Bonds”) Ladies and Gentlemen: We have acted as counsel to additional damages from you in connection with the issuance of the above-captioned Bonds by the University of Alaska (the “Issuer”). Unless otherwise defined herein, capitalized terms used herein have the meanings set forth in the Bond Purchase Contract (the “Purchase Contract”) relating to the sale of the Bonds dated March , 2013, between the Issuer and Barclays Capital Inc., as Underwriter (the “Underwriter”). In our capacity as counsel to the Underwriter. Any interest , we have examined originals, or other income from the investment copies certified or otherwise identified to our satisfaction as being true copies of originals, of the Good Faith Deposit by the District shall belong to the District.following documents:

Good Faith Deposit. The Representative has delivered to the County a good faith deposit by wire transfer, calculated as one percent (1%) of the estimated principal amount of the Series 2021 Bonds listed on the cover page of the Preliminary Official Statement [ ($ )] (the "Good Faith Deposit in the amount of $ has been, or within two (2Deposit") Business Days hereof will be, wired to the District’s account as security for the performance by the Underwriter Representative of its obligation to accept and pay for the Series 2021 Bonds at Closing in accordance with the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) provisions hereof. If In the Underwriter complies with such obligationsevent that the County accepts this offer, the Good Faith Deposit shall will be credited toward the payment of applied as a credit against the purchase price of the Bonds to be paid by the Underwriter at the Closing, Underwriters as provided set forth in Section 2 (Purchase, Sale, and Delivery of the Bonds) Paragraph 1 hereof. If In the District event the County does not accept this offer, the Good Faith Deposit shall be promptly immediately returned to the UnderwriterRepresentative. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds as set forth in this Bond Purchase Agreement, or if the obligation of the Underwriter with respect to the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effect. If the Underwriter fails Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Series 2021 Bonds at the Closing as herein providedprovided herein, the amount of Count may retain the Good Faith Deposit shall be retained by and apply the District funds to defray its expenses and as full liquidated damages for such failure and for any and all defaults hereunder on the Underwriter’s part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaultsdefaults hereunder on the part of the Underwriters. The Underwriter understands In the event that the District’s actual damages may County fails to deliver the Series 2021 Bonds at the Closing, or if the County is unable at or prior to the Closing Date to satisfy or cause to be greater satisfied the conditions to the obligations of the Representative contained in this Agreement, or may if the obligations of the Representative contained herein shall be less than cancelled or terminated for any reason permitted by this Agreement, the amount of County shall be obligated to immediately return the Good Faith DepositDeposit to the Representative. Accordingly, the Underwriter hereby waives Upon any right to claim that the District’s actual damages are less than such sum, event and the District’s acceptance of this offer shall constitute a waiver of any right the District may have to additional damages from the Underwriter. Any interest or other income from the investment return of the Good Faith Deposit by the District shall belong to the DistrictRepresentative, the County shall be fully discharged from its obligations hereunder and shall not be liable for any damages, claims, costs or expenses in connection therewith.

Good Faith Deposit. [Alternative A] No Good Faith Deposit will be delivered. [Alternative B] The Underwriter will deliver to the Issuer, prior to the Effective Date and Time, a Good Faith Deposit in the amount of $ has been, or within two (2) Business Days hereof $[ ]. The Good Faith Deposit will be, wired be delivered to the District’s account Issuer in the form of a [ ]. The Good Faith Deposit will be [held uncashed by the Issuer] or [deposited by the Issuer and applied on the Closing Date as a credit against the payment of the Purchase Price by the Underwriter] or [ ]. If the Good Faith Deposit is deposited by the Issuer, investment earnings on such amount will be [retained by the Issuer] or [applied on the Closing Date, along with the Good Faith Deposit, as a credit against the payment of the Purchase Price by the Underwriter]. If a Good Faith Deposit is required to be delivered, the Underwriter shall deliver the Good Faith Deposit to the Issuer on or prior to the Effective Date; provided that the Good Faith Deposit shall be promptly returned to the Underwriter in the event that this Agreement is not fully executed by all parties at or prior to the Effective Date and Time. Upon execution and delivery of this Agreement, the Good Faith Deposit shall be held by the Issuer uncashed as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing, Securities as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereofset forth under this Agreement. If the Underwriter complies with such obligations, The Issuer shall not deposit the Good Faith Deposit shall be credited toward the payment of the purchase price of the Bonds except as permitted below or unless otherwise agreed by the Underwriter at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereofUnderwriter. If the District does not accept this offer, The Issuer shall return the Good Faith Deposit shall be promptly returned to the Underwriter. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds as set forth in this Bond Purchase Agreement, or if the obligation of the Underwriter with respect to the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid to the Underwriter and the respective obligations upon completion of the District Closing and payment by the Underwriter for of the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effectPurchase Price on the Closing Date. If In the event that the Underwriter fails (other than for a reason permitted hereunderby this Agreement) to accept delivery of and to pay for the Bonds at Purchase Price of the Securities on the Closing Date as herein providedprovided in this Agreement, the amount of Issuer shall be entitled to cash the Good Faith Deposit shall be retained by and to retain the District full amount thereof as and for full liquidated damages damages, and not as a penalty, for such failure and for any defaults hereunder under this Agreement on the part of the Underwriter’s part and . Such retention shall constitute a full release and discharge of all claims and damages for such failure and for such defaultsby the Issuer against the Underwriter arising out of the transactions contemplated by this Agreement. The Issuer and the Underwriter understands acknowledge that the DistrictIssuer’s actual damages may be greater or may be less than the amount of the Good Faith Depositdifficult to determine. Accordingly, the Underwriter hereby waives any right to claim that the DistrictIssuer’s actual damages are less than such sumthe amount of the Good Faith Deposit, and the DistrictIssuer’s acceptance of this offer shall constitute a waiver of any right the District it may have to additional damages from the Underwriter. Any interest In the event of the Issuer’s failure to deliver the Securities at Closing, or other income from if the investment Issuer is unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement (unless such conditions are waived by the Underwriter), or if the obligations of the Underwriter are terminated for any reason permitted in this Agreement, the Issuer shall immediately return the Good Faith Deposit by the District shall belong to the DistrictUnderwriter.

Good Faith Deposit. Developer has herewith deposited with City the sum of One Hundred Thousand Dollars ($100,000) by means of cash, a bank cashier’s check made payable to Escrow Holder, or a confirmed wire transfer of funds. Escrow is hereby instructed to deposit such sum in an interest bearing account which sum can be withdrawn upon demand. The initial sum of One Hundred Thousand Dollars ($100,000) plus interest, if any, is referred to herein as the “Good Faith Deposit in the amount of $ has beenDeposit.” Liquidated Damages. IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY CITY PRIOR TO THE CLOSE OF ESCROW, or within two PURSUANT TO SECTION 503.2(a), (2b), (c) Business Days hereof will beOR (e) OF THIS AGREEMENT DUE SOLELY TO DEVELOPER’S DEFAULT AFTER WRITTEN NOTICE TO DEVELOPER AND THE EXPIRATION OF THE CURE PERIOD UNDER THIS AGREEMENT, wired to the District’s account as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the ClosingTHE AMOUNT OF THE GOOD FAITH DEPOSIT OF ONE HUNDRED THOUSAND DOLLARS ($100,000) (“LIQUIDATED DAMAGES”) SHALL BE RETAINED BY THE CITY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE CITY HEREUNDER. IN THE EVENT OF SUCH TERMINATION, as provided in Section 2 (PurchaseTHE CITY WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND THE CITY, SaleTHE DELAY OR FAILURE OF THE CITY TO FURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, and Delivery of the Bonds) hereofAND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE CITY. If the Underwriter complies with such obligationsIT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, the Good Faith Deposit shall be credited toward the payment of the purchase price of the Bonds by the Underwriter at the ClosingBUT THE PARTIES ARE OF THE OPINION, as provided in Section 2 (PurchaseUPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, SaleTHAT SUCH DAMAGES WOULD BE APPROXIMATELY THE LIQUIDATED DAMAGES AMOUNT, and Delivery of the Bonds) hereofAND SUCH AMOUNT SHALL BE PAID OVER TO THE CITY OR RETAINED, AS THE CASE MAY BE, UPON TERMINATION OF THIS AGREEMENT UNDER SECTION 503.2 OF THIS AGREEMENT, AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. If the District does not accept this offer, the Good Faith Deposit shall be promptly returned to the Underwriter. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds THE DEVELOPER AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR INITIALS BELOW: Developer City Except as set forth in the next paragraph, provision of this Bond Purchase Section 201.2 shall be City’s sole and exclusive remedy in the event of termination prior to Close of Escrow and, in such event, City hereby waives the right to specifically enforce this Agreement; provided, however, this liquidated damages provisions shall not limit the City’s right to enforce all indemnification provisions contained in this Agreement. Notwithstanding the foregoing provisions of this Section 201.2, in the event Developer contests the validity or if the obligation enforceability of the Underwriter with respect to provisions of this Section 201.2, the Bonds City shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid entitled to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the amount of the Good Faith Deposit shall be retained by the District as full liquidated damages for such failure and for any defaults hereunder on the Underwriter’s part and shall constitute a full release and discharge of pursue all claims and damages for such failure and for such defaults. The Underwriter understands that the District’s actual damages may be greater or may be less than the amount of the Good Faith Deposit. Accordingly, the Underwriter hereby waives any right to claim that the District’s actual damages are less than such sum, and the District’s acceptance of this offer shall constitute a waiver of any right the District may have to additional damages from the Underwriter. Any interest or other income from the investment of the Good Faith Deposit by the District shall belong to the Districtavailable remedies including money damages.

Good Faith Deposit. The Good Faith Deposit Delivered to you herewith, as a good faith deposit, is a good faith check of the Underwriters payable to the order of the Issuer in the amount of Dollars and no cents ($ has been, or within two (2) Business Days hereof will be, wired to the District’s account as security for the performance by the Underwriter Underwriters of its their obligation to accept and pay for the 2008A Bonds at Closing in accordance with the provisions hereof. In the event that you accept this offer, said check will be held uncashed by the Issuer as a good faith deposit. At the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereofcheck will be returned to the Representative. If In the Underwriter complies with such obligations, the Good Faith Deposit shall be credited toward the payment of the purchase price of the Bonds by the Underwriter at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereof. If the District does event you do not accept this offer, the Good Faith Deposit check shall be promptly immediately returned to the UnderwriterRepresentative. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds as set forth in this Bond Purchase Agreement, or if the obligation of the Underwriter with respect to the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effect. If the Underwriter fails Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the 2008A Bonds at the Closing as herein providedprovided herein, the amount of check may be cashed by you and the Good Faith Deposit shall be proceeds retained by the District you as and for full liquidated damages for such failure and for any and all defaults hereunder on the Underwriter’s part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaultsdefaults hereunder on the part of the Underwriters. The Underwriter understands In the event that the District’s actual damages may Issuer fails to deliver the 2008A Bonds at the Closing, or if the Issuer is unable at or prior to the Closing Date to satisfy or cause to be greater or may be less than satisfied the amount conditions to the obligations of the Good Faith Deposit. AccordinglyUnderwriters contained in this Agreement, or if the obligations of the Underwriters contained herein shall be cancelled or terminated for any reason permitted by this Agreement, the Underwriter hereby waives Issuer shall be obligated to immediately return the check to the Representative. Upon any right to claim that the District’s actual damages are less than such sum, event and the District’s acceptance return of this offer shall constitute a waiver of any right the District may have to additional damages from the Underwriter. Any interest or other income from the investment of the Good Faith Deposit by the District shall belong such check to the DistrictRepresentative, the Issuer shall be fully discharged from its obligations hereunder and shall not be liable for any damages, claims, costs or expenses in connection therewith.

Good Faith Deposit. The Fund shall deposit with MetLife $100,000 in cash or other immediately available finds (the “Good Faith Deposit”) within the times set forth below. MetLife shall hold the Good Faith Deposit in with no obligation to pay interest and may commingle the amount of $ has beenGood Faith Deposit with other funds. THE FUND ACKNOWLEDGES THAT METLIFE WILL BE ENTERING INTO CONTRACTS WITH OTHER PARTIES IN RELIANCE UPON THE FUND’S AGREEMENT HERETO. IF THE PROPOSED LOAN DOES NOT CLOSE WITHIN THE RATE LOCK PERIOD (EXCEPT AS EXPRESSLY PROVIDED BELOW), or within two (2) Business Days hereof METLIFE SHALL RETAIN THE ENTIRE GOOD FAITH DEPOSIT AS LIQUIDATED DAMAGES. THESE LIQUIDATED DAMAGES ARE INTENDED TO COMPENSATE METLIFE FOR LOSSES SUSTAINED ON ITS OTHER CONTRACTS, TIME SPENT, LABOR AND SERVICES PERFORMED, LOSS OF INTEREST AND ANY OTHER LOSS WHICH MIGHT BE INCURRED BY METLIFE IN CONNECTION WITH THE PROPOSED LOAN. BOTH PARTIES AGREE THAT METLIFE’S DAMAGES AS A RESULT OF A DEFAULT ARE NOT FULLY CAPABLE OF BEING ASCERTAINED AT THIS TIME AND THE AMOUNT OF LIQUIDATED DAMAGES REPRESENTS THE FUND’S AND METLIFE’S BEST ESTIMATION AT THIS TIME OF THOSE DAMAGES. NOTWITHSTANDING THE FOREGOING: the Good Faith Deposit, minus any third party costs, will be, wired be returned to the District’s account as security for Fund on the performance by the Underwriter date of its obligation to accept and pay for the Bonds at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery closing of the Bonds) hereofProposed Loan. If In the Underwriter complies event the Proposed Loan fails to close despite the Fund’s and Xxxxx’x best efforts to satisfy MetLife’s closing conditions in good faith and with such obligationsreasonable diligence, the Good Faith Deposit shall will be credited toward the payment of the purchase price of the Bonds by the Underwriter at the Closing, as provided in Section 2 (Purchase, Sale, and Delivery of the Bonds) hereof. If the District does not accept this offer, the Good Faith Deposit shall be promptly returned to the Underwriter. If the District fails to deliver the Bonds at the Closing, or if the District shall be unable to satisfy the conditions of the obligation of the Underwriter to purchase and accept delivery of the Bonds as set forth in this Bond Purchase Agreement, or if the obligation of the Underwriter with respect to the Bonds shall be terminated for minus any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder, except that the amounts of the Good Faith Deposit shall immediately be paid to the Underwriter and the respective obligations of the District and the Underwriter for the payment of expenses, as provided in Section 11 (Expenses), shall continue in full force and effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the amount of the Good Faith Deposit shall be retained by the District as full liquidated damages for such failure and for any defaults hereunder on the Underwriter’s part and shall constitute a full release and discharge of all claims and damages for such failure and for such defaults. The Underwriter understands that the District’s actual damages may be greater or may be less than the amount of the Good Faith Deposit. Accordingly, the Underwriter hereby waives any right to claim that the District’s actual damages are less than such sum, and the District’s acceptance of this offer shall constitute a waiver of any right the District may have to additional damages from the Underwriter. Any interest or other income from the investment of the Good Faith Deposit by the District shall belong to the Districtthird party costs.