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<br />(b) Due Authorization and Approval. By all necessary official action, the Authority
<br />has duly authorized and approved the execution and delivery of, and the performance by the
<br />Authority of the obligations contained in, the Bonds, the Preliminary Official Statement, the
<br />Official Statement, and the Authority Documents and as of the date hereof, such authorizations
<br />and approvals are in full force and effect and have not been amended, modified or rescinded.
<br />When executed and delivered, the Bonds and the Authority Documents will constitute the legally
<br />valid and binding obligations of the Authority enforceable in accordance with their respective
<br />terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
<br />moratorium or similar laws or equitable principles relating to or affecting creditors’ rights
<br />generally. The Authority has complied, and will at the Closing be in compliance in all respects,
<br />with the terms of the Bonds and the Authority Documents.
<br />
<br />(c) Official Statement Accurate and Complete. The Preliminary Official Statement
<br />was as of its date, and the Official Statement is, and at all times subsequent to the date of the
<br />Official Statement up to and including the Closing will be, true and correct in all material
<br />respects, and the Preliminary Official Statement contained, and the Official Statement contains
<br />and up to and including the Closing will contain no misstatement of any material fact and does
<br />not, and up to and including the Closing will not, omit any statement necessary to make the
<br />statements contained therein, in the light of the circumstances in which such statements were
<br />made, not misleading.
<br />
<br />(d) Underwriter’s Consent to Amendments and Supplements to Official Statement.
<br />Until the date which is twenty-five (25) days after the “end of the underwriting period” (as
<br />defined below), if any event shall occur of which the Authority is aware, as a result of which it
<br />may be necessary to supplement the Official Statement in order to make the statements in the
<br />Official Statement, in light of the circumstances existing at such time, not misleading, the
<br />Authority shall forthwith notify the Underwriter of any such event of which it has knowledge and
<br />shall cooperate fully in furnishing any information available to it for any supplement to the
<br />Official Statement necessary, in the Underwriter’s opinion, so that the statements therein as so
<br />supplemented will not be misleading in light of the circumstances existing at such time and the
<br />Authority shall promptly furnish to the Underwriter a reasonable number of copies of such
<br />supplement. As used herein, the term “end of the underwriting period” means the later of
<br />such time as (i) the Authority delivers the Bonds to the Underwriter, or (ii) the Underwriter does
<br />not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds
<br />for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the
<br />underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to
<br />this provision shall be written notice delivered to the Authority at or prior to the Closing Date,
<br />and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting
<br />period”.
<br />
<br />(e) No Breach or Default. As of the time of acceptance hereof and as of the time of
<br />the Closing, except as otherwise disclosed in the Official Statement, the Authority is not and will
<br />not be in breach of or in default under any applicable constitutional provision, law or
<br />administrative rule or regulation of the State or the United States, or any applicable judgment or
<br />decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or
<br />other instrument to which the Authority is a party or is otherwise subject, and no event has
<br />occurred and is continuing which, with the passage of time or the giving of notice, or both, would
<br />constitute a default or event of default under any such instrument which breach or default would
<br />materially adversely affect the security of the Bonds or the Authority’s performance under the
<br />Authority Documents; and, as of such times, except as disclosed in the Official Statement, the
<br />authorization, execution and delivery of the Authority Documents and the Bonds and
<br />8.C. - Page 226
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