Letter of Representation- City of Brea

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