SAFA & CITIGROUP GLOBAL - 2004 - Laserfiche WebLink

Home Browse Search

with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially delivered; (B) The Purchase Contract and the Escrow Agreement have been duly authorized, executed and delivered by the City and the Authority and are the valid, legal and binding agreements of the City and the Authority enforceable in accordance with their terms, except that the rights and obligations under the Purchase Contract and the Escrow Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein. (C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. (vi) a defeasance opinion of Bond Counsel dated the date of Closing and addressed to the Underwriter and the Insurer to the effect that, as a result of the deposit and application of a portion of the proceeds of the Bonds with the trustee for the Refunded Bonds on the Closing Date and compliance with certain provisions of the Indenture, and relying on the report of the Verification Agent as to the sufficiency of the amount so deposited for such purposes, the Refunded Bonds have ceased to be entitled to the lien of the Indenture and such lien and all covenants, agreements and other obligations of the Authority under the Indenture have ceased thereunder and become void as to such Refundable Bond. (vii) the Official Statement, executed on behalf of the City; (viii) evidence that the Bonds have been rated "Aaa" by Moody's Investors Service and "AAA" by Fitch Ratings; (ix) a certificate, dated the date of Closing, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in this Purchase Contract are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Authority, and the Authority has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Authority at or prior to the date of Closing; (ii) to the best of such officer's knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to the Insurer, the financial guaranty insurance policy, and The Depository Trust Company 11 DOCSOCl1 014263v4\22452.0 1 02