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accordance with their respective terms, except as enforcement may be limited by <br />bankruptcy, insolvency, reorganization, moratorium, or similar laws and the application <br />of equitable principles relating to or affecting creditors' rights generally. The Authority <br />has complied, and will at the Closing be in compliance in all respects, with its obligations <br />under the Authority Documents. <br />(C) The Bonds are special limited obligations of the Authority and are <br />payable, as to principal, premium (if any), and interest with respect thereto, from the <br />Installment Payments (as defined in the Installment Purchase Agreement) made under the <br />Installment Purchase Agreement. <br />(D) The Bonds will be issued in accordance with the Indenture and will <br />conform in all material respects to the descriptions thereof contained in the Official <br />Statement. The Indenture creates a valid pledge of, first lien upon, and security interest <br />in, the pledged Installment Payments. <br />(E) The information in the Official Statement (excluding any information with <br />respect to DTC and the book -entry only system, [the Bond Insurer (as hereinafter <br />defined), the Bond Insurance Policy (as hereinafter defined), and the Reserve Policy (as <br />hereinafter defined@ is true and correct in all material respects, and the information in <br />the Official Statement does not contain any misstatement of any material fact and does <br />not omit any statement necessary to make the statements, in the light of the circumstances <br />in which such statements were made, not misleading. <br />(F) The Authority covenants with the Underwriter that for twenty -five days <br />after the Closing Date (the "Delivery Period "), if any event occurs that might or would <br />cause the Official Statement, as then supplemented or amended, to contain an untrue <br />statement of a material fact or to omit to state a material fact necessary to make the <br />statements therein, in the light of the circumstances under which they were made, not <br />misleading, the Authority shall notify the Underwriter thereof, and if in the opinion of the <br />Underwriter such event requires the preparation and publication of a supplement or <br />amendment to the Official Statement, the Authority will cooperate with the Underwriter <br />and the City in the preparation of an amendment or supplement to the Official Statement, <br />at the expense of the Authority and the City, in a form and in a manner approved by the <br />Underwriter. <br />(G) The Authority will advise the Underwriter promptly of any proposal to <br />amend or supplement the Official Statement and will not effect or consent to any such <br />amendment or supplement without the consent of the Underwriter. The Authority will <br />advise the Underwriter promptly of the institution of any proceedings known to it by any <br />governmental agency prohibiting or otherwise affecting the use of the Official Statement <br />in connection with the offering, sale, or distribution of the Bonds. <br />(H) If the Official Statement is supplemented or amended, the Official <br />Statement, as so supplemented or amended, as of the date of such supplement or <br />amendment, will not contain any untrue statement of a material fact or omit to state a <br />46331186.2 <br />4 <br />