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<br />not be misleading in light of the circumstances existing at such time and the City shall promptly
<br />furnish to the Underwriter a reasonable number of copies of such supplement.
<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 City is not and will not
<br />be in breach of or in default under any applicable constitutional provision, law or administrative
<br />rule or regulation of the State or the United States, or any applicable judgment or decree or any
<br />trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
<br />instrument to which the City is a party or is otherwise subject, and no event has occurred and is
<br />continuing which, with the passage of time or the giving of notice, or both, would constitute a
<br />default or event of default under any such instrument which breach or default would materially
<br />adversely affect the security of the Bonds or the City’s performance under the City Documents;
<br />and, as of such times, except as disclosed in the Official Statement, the authorization, execution
<br />and delivery of the City Documents and compliance with the provisions of each of such
<br />agreements or instruments do not and will not conflict with or constitute a breach of or default
<br />under any applicable constitutional provision, law or administrative rule or regulation of the State
<br />or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan
<br />agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City
<br />(or any of its officers in their respective capacities as such) is subject, or by which it or any of its
<br />properties is bound; nor will any such authorization, execution, delivery or compliance result in
<br />the creation or imposition of any lien, charge or other security interest or encumbrance of any
<br />nature whatsoever upon any of its assets or properties or under the terms of any such law,
<br />regulation or instrument, except as may be provided by the City Documents.
<br />
<br />(f) No Litigation. As of the time of acceptance hereof and the Closing, except as
<br />disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or
<br />in equity, before or by any court, government agency, public board or body, pending or
<br />threatened (i) in any way questioning the corporate existence of the City or the titles of the
<br />officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit,
<br />restrain or enjoin the issuance or delivery of any of the Bonds, or the payment of the Installment
<br />Payments, or in any way contesting or affecting the validity of the Bonds or the City Documents
<br />or the consummation of the transactions contemplated thereby, or contesting the exclusion of
<br />the interest on the Bonds from taxation or contesting the power of the City to pay the Installment
<br />Payments; (iii) which may result in any material adverse change relating to the City or relating to
<br />the financial condition of the City or the City’s ability to make the Installment Payments; or
<br />(iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official
<br />Statement or any supplement or amendment thereto or asserting that the Preliminary Official
<br />Statement or the Official Statement contained any untrue statement of a material fact or omitted
<br />to state any material fact required to be stated therein or necessary to make the statements
<br />therein, in the light of the circumstances under which they were made, not misleading, and there
<br />is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in
<br />clauses (i) through (iv) of this sentence.
<br />
<br />(g) Preliminary Official Statement. For purposes of the Rule, the City has heretofore
<br />deemed final the Preliminary Official Statement prior to its use and distribution by the
<br />Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(l) of
<br />the Rule.
<br />
<br />(h) Parity Obligations. Except as disclosed in the Preliminary Official Statement and
<br />the Official Statement, there are no contractual obligations outstanding that are payable from
<br />the Net Revenues on a senior basis or parity basis to the Installment Payments. The City has
<br />8.C. - Page 229
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