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(f) Except as described in the Official Statement, the City has not failed during the
<br />previous 5 years to comply in any material respect with any previous undertakings in a written
<br />continuing disclosure certificate or agreement under Rule 15c2-12.
<br />(g) If between the date of delivery of the Official Statement and the end of the
<br />underwriting period (i) any event occurs or any fact or condition becomes known to the City that
<br />might or would cause the Official Statement as then supplemented or amended, to contain any
<br />untrue statement of a material fact or omit to state a material fact necessary in order to make the
<br />statements made therein, in the light of the circumstances under which they were made, not
<br />misleading, the City shall notify the Underwriter thereof, and (ii) if in the reasonable opinion of the
<br />Underwriter such event, fact or condition requires the preparation and publication of a supplement
<br />or amendment to the Official Statement, the City will at its expense supplement or amend the
<br />Official Statement in a form and in a manner approved by the Underwriter.
<br />(h) To the best of the City's knowledge, the City is not in material violation of, or in
<br />material breach of or in material default under, any applicable constitutional provision, charter
<br />provision, law or administrative regulation or order of the State or the United States of America or
<br />any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, or other
<br />agreement or instrument to which the City is a party or to which the City or any of its properties is
<br />otherwise subject, and no event has occurred and is continuing which, with the passage of time or
<br />the giving of notice, or both, would constitute a material default or event of default under any such
<br />instrument; and the execution and delivery of the City Documents, the adoption of the Resolution
<br />and compliance with the provisions of the City Documents will not conflict with or constitute a
<br />material breach of or material default under any constitutional provision, charter provision, law,
<br />administrative regulation, order, judgment court decree, loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the City is subject or by which it or any of its
<br />properties is bound, nor will any such execution, delivery, adoption or compliance result in the
<br />creation or imposition of any lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of its properties or under the terms of any such law, regulation or instrument,
<br />except as permitted by the City Documents.
<br />(i) Except as disclosed in the Official Statement, there is no action, suit proceeding,
<br />inquiry or investigation, at law or in equity, before or by any court, government agency, public
<br />board or body, pending, with service of process having been accomplished, or to the best
<br />knowledge of the City after due inquiry, threatened by a prospective party or their counsel in writing
<br />addressed to the City, (i) in any way questioning the corporate existence of the City or the titles of
<br />the officers of the City to their respective offices; (ii) in any way contesting, affecting or seeking
<br />to prohibit restrain or enjoin the execution or delivery of any of the Bonds, or the payment of the
<br />principal and interest with respect to the Bonds, or the application of the proceeds of the Bonds;
<br />(iii) in any way contesting or affecting the validity of the Bonds or the City Documents, or
<br />contesting the powers of the City or any authority for the execution and delivery of the Bonds, the
<br />approval of the Resolution or the execution and delivery by the City of the City Documents or the
<br />Official Statement; (iv) which would likely result in any material adverse change relating to the
<br />business, operations or financial condition of the City or the City's or the State's, as applicable,
<br />ability to levy and collect the Gas Tax Revenues securing the Bonds, or otherwise satisfy its
<br />payment obligations with respect to the Bonds; or (v) contesting the completeness or accuracy of
<br />the Preliminary Official Statement or the Official Statement or asserting that the Preliminary
<br />Official Statement or the Official Statement contained any untrue statement of a material fact or
<br />omitted to state a material fact necessary in order to make the statements made therein, in the light
<br />of the circumstances under which they were made, not misleading.
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