SAFA & CITIGROUP GLOBAL - 2004 - Laserfiche WebLink

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(xix) Bonds; the financial guaranty insurance policy issued by the Insurer for the (xx) a certificate, dated the date of the Preliminary Official Statement, of the Insurer, as required under Rule 15c2-12; (xxi) a certificate, dated the date of the Preliminary Official Statement, of the City, as required under Rule 15c2-12; (xxii) a certificate, dated the date of the Preliminary Official Statement, of the Authority, as required under Rule 15c2-12; (xxiii) a certificate, dated the date of the Closing, of the Insurer, as to such matters as Bond Counsel, the Underwriter and Underwriter's Counsel may require; (xxiv) an opinion of counsel to the Insurer, dated the date of the Closing, as to such matters as Bond Counsel, the Underwriter and Underwriter's Counsel may require; and (xxv) such additional legal opinions, Bonds, proceedings, instruments or other documents as Bond Counselor Underwriter's Counsel may reasonably request. Section 9. Changes in Official Statement. After the Closing, neither the Authority nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the "end of the underwriting period" (as defmed in Section 240 15c-12 in Chapter II of Title 17 of the Code of Federal Regulations (Rule "15c2-12"), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with a nationally recognized municipal securities repository. The Underwriter acknowledges that the "end of the underwriting period" will be the date of Closing. Section 10. Indemnification. (a) The City and Authority agree to indemnify and hold harmless the Underwriter, the directors, officers, employees and agents of the Underwriter and each person who controls the Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or iiabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Official Statement, the Final Official 17 DOCSOCl1014263v4\22452.0102