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PRO" 9 M 0 984 224 1544 4.12.1993 28144 P.18 (i) Any rating of the bonds shall have been downgraded or withdrawn by a national rating service, which materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by them; or any proceeding shall be pending or threatened by the Securities and Exchange Commission against the County which has a material adverse effect on the market price of the Bonds. (j) Financial Guaranty insurance Company (the "Insurer") shall inform the County or the Underwriter that it will not insure payment of the principal of or interest on the Bonds as described in the Official Statement. 10. ZApanses. (a) Whether or not the Bonds are sold by the County to the Underwriter (unless such sale be prevented at Closing by the Underwriter's default), the County shall be obligated to pay the following expenses: (i) the cost of the preparing and printing or other reproduction of the Resolution and the Escrow Deposit Agreement; (ii) the cost of preparing and printing the Bonds, the Preliminary Official Statement and the Final Official statement; (iii) the fees and disbursements of Rhoads & Sinon incurred in its capacity as Bond Counsel; (iv) the teas of the Insurer for the Policy and the fees of Standard & Poor's Corporation and Moody's Investors Service, Inc.; (v) the fees and disbursements of the Paying Agent and Registrar; (vi) the fees and disbursements of Fishkind & Associates incurred in its capacity as Financial Advisor; (vii) the fees and disbursements of Coopers & Lybrand, the County's certified public accountants; and (viii) the fees and disbursements of any other experts, accountants, consultants or advisors retained by the County, including fees of the auditor, if any, the rate consultants and consulting engineers. (b) Whether or not the Bonds are sold by the County to the Underwriter (unless such sale be prevented at Closing by the County's default), the Underwriter shall be obligated to pay the following expenses and shall be permitted to pay such expenses from its discount: (i) all advertising expenses in connection with the public offering of the Bonds; (11) the fees and disbursements of Bryant, Miller and Olive, P.A., and 3osias & Goren, Co -counsel to the Underwriter, and the cost of preparing the Blue Sky Survey and this Purchase Contract; and (iii) all other expenses incurred by them in connection with its public offering of the Bonds. 11. Noticed. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to the address set forth above and f17-