|
Statement to which, after having been furnished with a copy, the Underwriter shall object in writing
<br /> or which shall be disapproved by its counsel.
<br /> (I) Agreement to Assist in the Amendment or Supplement of the Official
<br /> Statement. If, at any time within ninety (90) days after the later of the Closing Date or the end of the
<br /> underwriting period, any event relating to or affecting the Member, the real property and facilities
<br /> subject to the Site Lease and the Lease Agreement, or its portion of the Project shall occur as a result
<br /> of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the
<br /> Official Statement in order to make the Official Statement not misleading in the light of the
<br /> circumstances existing at the date of Closing, the Member will whatever steps are necessary to assist
<br /> the Authority in preparing and furnishing to the Underwriter an amendment or a supplement to the
<br /> Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will
<br /> amend or supplement the Official Statement so that it will not contain an untrue statement of a
<br /> material fact or omit to state a material fact necessary in order to make the statements therein, in the
<br /> light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not
<br /> misleading. The Underwriter shall promptly notify the Authority of the end of the underwriting
<br /> period.
<br /> (g) No Breach or Default. As of the time of acceptance hereof and as of the
<br /> Closing Date, except as otherwise disclosed in the Official Statement, (i) the Member is not and will
<br /> not be in breach of or in default under any applicable constitutional provision, law or administrative
<br /> rule or regulation of the State or the United States, or any applicable judgment or decree or any trust
<br /> agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
<br /> which the Member is a party or is otherwise subject, and (ii) no event has occurred and is continuing
<br /> which, with the passage of time or the giving of notice, or both, would constitute a default or event
<br /> of default under any such instrument which breach, default or event described under (i) or (ii) of this
<br /> subparagraph could have an adverse effect on the ability of the Member to perform its obligations
<br /> under its Member Documents or in connection with the construction and acquisition of the Member's
<br /> portion of the Project; and, as of such times, except as disclosed in the Official Statement, the
<br /> authorization, execution and delivery of its Member Documents and compliance by the Member with
<br /> the provisions of each of such agreements or instruments does not and will not conflict with or
<br /> constitute a breach of or default under any applicable constitutional provision, law or administrative
<br /> rule or regulation of the State or the United States, or any applicable judgment, decree, license,
<br /> permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
<br /> instrument to which the Member (or any of its respective officers) is subject, or by which it or any of
<br /> its properties are bound, nor will any such authorization, execution, delivery or compliance result in
<br /> the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
<br /> whatsoever upon any of the assets or properties or under the terms of any such law, regulation or
<br /> instrument, except as may be provided by its Member Documents.
<br /> (h) No Litigation. At the time of acceptance hereof and as of the Closing Date,
<br /> there is and will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or
<br /> by any court, government agency, public board or body (collectively and individually, an "Action")
<br /> pending with respect to which the Member has been served with process or to the best knowledge of
<br /> the officer of the Member executing this Letter of Representation, threatened, in which any such
<br /> Action (i) in any way questions the formation or existence of the Member or the titles of the officers
<br /> of the Member to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin
<br /> the issuance or delivery of any of the Bonds or its Member Documents, or the payment or collection
<br /> of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any
<br /> way contests or affects the validity of its Member Documents or the consummation of the transactions
<br /> KMLYDDAN 26982 257329 6 C-3
<br />
|