Res 2023-208R approving a Resolution by the Board of Directors of the Alliance Regional Water Authority authorizing the issuance of Alliance Regional Water Authority bond anticipation note (Regional Water Supply Contract Project), Series 2023

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purchase of the Note, the Purchaser shall deliver to the Authority a letter in the form of Exhibit A (the "Investor Letter"). ARTICLE III CONDITIONS PRECEDENT Section 3.01. Conditions Precedent to Execution Date. On the Execution Date, the Purchaser agrees to purchase the Note on the Closing Date pursuant to the terms hereof so long as the Purchaser shall have received an executed original of this Agreement. Section 3.02. Conditions Precedent to Closing Date. The Purchaser's obligation to purchase the Note and the Authority's obligation to issue and deliver the Note, is subject to the conditions precedent set forth below, and that the Purchaser shall have received, on or before the Closing Date, the following items, each dated and in form and substance as is satisfactory to the Purchaser: (a) an executed original of Amendment No. 2; (b) certified copies of the Authority Resolution, the Sponsor Resolutions, and the Special Utility District Resolutions and all other proceedings of the Authority,Sponsors and Special Utility Districts, if any,relating to approvals or authorizations for the Note and the execution and delivery of this Agreement; (c) the Note in physical form, duly executed and registered in the name of the Purchaser; (d) a certificate from an Authority Representative, dated the Closing Date, certifying that: (i)that each representation and warranty of the Authority in this Agreement is true and correct in all material respects; (ii) no Event of Default has occurred and is continuing or would result from the execution or performance of this Agreement or the Related Documents; and(3)the names and signatures of the persons authorized to sign on behalf of the Authority all of the Related Documents to which the Authority is a party; (e) the opinion or opinions of Bond Counsel, dated the Closing Date and addressed to the Purchaser, (i) as to the due authorization, execution, delivery and enforceability of the Related Documents to which the Authority is a party and (ii) to the effect that the interest on the Note is excludable from gross income for federal income tax purposes and, in each case, such other customary matters as the Purchaser may reasonably request; (f) a copy of the opinion of the attorney general of the State evidencing the attorney general's approval of the transaction contemplated by this Agreement; (g) evidence that a non-DTC registered CUSIP shall have been obtained and reserved from Standard&Poor's CUSIP Service for the Note; 8