Letter of Representation- City of Brea

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adopt the resolutions approving its Member Documents, the Official Statement and the Purchase Contract. (b) Due Authorization and Approval by the Member. By all necessary action, the Member has duly authorized and approved the execution and delivery by the Member of, and the performance by the Authority of the obligations on its part contained in its Member Documents, the Official Statement and the Purchase Contract and, as of the date hereof, such authorization and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the respective parties thereto, its Member Documents will constitute the legal, valid and binding obligations of the Member enforceable against the Member in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights. (c) Use of the Official Statement. The Member hereby authorizes the use of the Official Statement in connection with the public offering and sale of the Bonds. The Member also consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority, dated July 10, 1996, relating to the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement") in connection with the public offering of the Bonds. The Member hereby ratifies the use by the Underwriter of the Preliminary Official Statement, its Member Documents and any other documents or contracts to which the Member is a party and all information contained therein, and all other documents, certificates, and statements furnished by the Member to the Underwriter in connection with the transactions contemplated by the Purchase Contract, or in connection with the offer and sale of the Bonds by the Underwriter. The Member represents that the Preliminary Official Statement (excluding those portions of Appendix B to the Preliminary Official Statement that describe the other Members of the Authority), at the time of its distribution by the Underwriter, was and is a "final" Official Statement within the meaning of Rule 15c2-12, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amounts, principal amount per maturity, redemption provisions and delivery dates. In addition, the Member will cooperate with the Underwriter in transforming the Preliminary Official Statement into a final Official Statement. (d) Official Statement Accurate. At the date of execution by the Member of this Letter of Representation, the statements contained in the Preliminary Official Statement, dated July 10, 1996 and the Official Statement, dated the date hereof relating to the Bonds (excluding the information contained in Appendix B to the Preliminary Official Statement and Official Statement that describes the other Members of the Authority), is true and correct in all material respects for the purposes for which their use is or was authorized; and such statements (excluding the information contained in Appendix B to the Preliminary Official Statement and the Official Statement that describes the other Members of the Authority) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made in such sections in light of the circumstances under which they are or were made, not misleading. Neither this Letter of Representation nor any other document, certificate or written statement furnished to the Underwriter or the Authority by or relating to the Member contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, under the circumstances under which they are or were made, not misleading. •