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Statement and will not effect or consent to any such amendment or supplement without the consent of
<br /> the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the
<br /> Underwriter promptly of the institution of any proceedings known to it by any governmental agency
<br /> prohibiting or otherwise affecting the use of the Official Statement in connection with the offering,
<br /> sale or distribution of the Bonds.
<br /> (e) Agreement to Amend or Supplement Official Statement. If, at any time
<br /> within ninety (90) days after the later of the Closing Date or the end of the underwriting period (as
<br /> described below), any event occurs as a result of which the Official Statement as then amended or
<br /> supplemented would include an untrue statement of a material fact, or omit to state any material fact
<br /> necessary in order to make the statements contained therein, in the light of the circumstances under
<br /> which they were made, not misleading, and, in the reasonable opinion of the Underwriter, an
<br /> amended or supplemented Official Statement should be delivered in connection with the offering or
<br /> sale of the Bonds to reflect such event, the Authority will promptly prepare, at its own expense, an
<br /> amendment or supplement which will correct such statement or omission. The phrase "end of the
<br /> underwriting period" is defined in Rule 15c2-12 as the later of such time as (i) the Authority delivers
<br /> the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an
<br /> underwriting syndicate, an unsold balance of the Bonds for sale to the public.
<br /> (f) 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 Authority 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 Authority is a party or is otherwise subject, and (ii) no event has occurred and is
<br /> continuing which, with the passage of time or the giving of notice, or both, would constitute a default
<br /> or event of default under any such instrument which breach, default or event could have an adverse
<br /> effect on the ability of the Authority to perform its obligations under the Bonds and the Authority
<br /> Documents or in connection with the construction and acquisition of the Project; and, as of such
<br /> times, except as disclosed in the Official Statement, the authorization, execution and delivery of the
<br /> Bonds and Authority Documents and compliance by the Authority with the provisions of each of such
<br /> agreements or instruments does not and will not conflict with or constitute a breach of or default
<br /> under any applicable constitutional provision, law or administrative rule or regulation of the State or
<br /> the United States, or any applicable judgment, decree, license, permit, trust agreement, loan
<br /> agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority
<br /> (or any of its respective officers) is subject, or by which it or any of its properties are bound, nor will
<br /> any such authorization, execution, delivery or compliance result in the creation or imposition of any
<br /> lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the assets
<br /> or properties or under the terms of any such law, regulation or instrument, except as may be provided
<br /> by the Authority Documents.
<br /> (g) 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 Authority has been served with process or to the best knowledge of
<br /> the Authority threatened, in which any such Action (i) in any way questions the formation or
<br /> existence of the Authority or the titles of the officers of the Authority to their respective offices;
<br /> (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the
<br /> Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of
<br /> and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents
<br /> KMLYDDAN 26982 257329 6 4
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