|
on the part of the Member contemplated thereby, or contests the exclusion of the interest on the
<br /> Bonds from federal or state income taxation or contests the powers of the Member, or the Member's
<br /> authority to make the payments due under its Lease Agreement; (iii) which may result in any material
<br /> adverse change relating to the financial condition of the Member; or (iv) contests the completeness or
<br /> accuracy of the Preliminary Official Statement or the Official Statement or any supplement or
<br /> amendment thereto or asserts that the Preliminary Official Statement or the Official Statement
<br /> contained any untrue statement of a material fact or omitted to state any material fact required to be
<br /> stated therein or necessary to make the statements therein, in the light of the circumstances under
<br /> which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing
<br /> Date, to the knowledge of the officer of the Member executing this Letter of Representation, there is
<br /> no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i)
<br /> through (iv) of this sentence.
<br /> (i) Consents and Approvals. All authorizations, approvals, licenses, permits,
<br /> consents, elections, and orders of or filings with any governmental authority, legislative body, board,
<br /> agency or commission having jurisdiction in the matters which are required by Closing Date for the
<br /> due authorization of, which would constitute a condition precedent to or the absence of which would
<br /> adversely affect the due performance by the Member of its obligations in connection with its Member
<br /> Documents have been duly obtained or made and are in full force and effect.
<br /> (j) Opinions and Certificates Required for Closing. The Member will deliver all
<br /> opinions, certificates, letters and other instruments and documents reasonably required by the
<br /> Underwriter and this Letter of Representation. Any certificate of the Member delivered to the
<br /> Underwriter shall be deemed a representation and warranty by the Member to the Underwriter as to
<br /> the statements made therein.
<br /> (k) Indemnification.
<br /> (i) The Member agrees, to the extent permitted by law, to indemnify and
<br /> hold harmless the Underwriter and the Authority and their respective officers and employees and each
<br /> person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933
<br /> (as an "Indemnified Person") from and against any losses, claims, damages or liabilities,joint or
<br /> several, to which any Indemnified Person may become subject insofar as such losses, claims, damages
<br /> or liabilities (or actions in respect thereof) arise out of, or are based upon, the misstatement or
<br /> omission or alleged misstatement or omission to state a material fact in the Official Statement
<br /> necessary to make the statements therein under the caption not misleading, and will reimburse each
<br /> Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person
<br /> in investigating, defending or preparing to defend any such action or claim; provided, however, that
<br /> the Member shall not be liable in any such case to the extent that any such loss, claim, damage or
<br /> liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission
<br /> or alleged omission made in the Official Statement in reliance upon and in conformity with written
<br /> information furnished by or on behalf of any Indemnified Person, or any information furnished with
<br /> respect to the Underwriter specifically for inclusion therein.
<br /> (ii) Promptly after receipt by an Indemnified Person under paragraph (i)
<br /> of this Paragraph of notice of the commencement of any action, such Indemnified Person shall, if a
<br /> claim in respect thereof is to be made against the Member under such paragraph, notify the Member
<br /> in writing of the commencement thereof. In case any such action shall be brought against any
<br /> Indemnified Person, and such Indemnified Person shall notify the Member of the commencement
<br /> thereof, the Member shall be entitled to participate in and, to the extent that either wishes, to assume
<br /> KMLYDDAN 26932 257329 6 C-4
<br />
|