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9 <br />4887-1989-4478v4/200356-0620 <br />(c) The Bonds will be issued in accordance with the Indenture and will conform <br />in all material respects to the descriptions thereof contained in the Official Statement. The Bonds <br />will be paid from Installment Payments (as such term is defined in the Indenture), which payments <br />have been duly and validly authorized pursuant to applicable law. <br />(d) The Installment Purchase Contract creates a valid pledge of, and first lien <br />upon, Net Revenues (as such term is defined in the Installment Purchase Contract), on a parity with <br />the lien in favor of the Parity Obligations (as such term is defined in the Installment Purchase <br />Contract). <br />(e) The information in the Official Statement (excluding any information with <br />respect to DTC and the book-entry only system) is true and correct in all material respects, and the <br />information in 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 in which <br />such statements were made, not misleading. <br />(f) To assist the Underwriter in complying with the Rule, the City will undertake, <br />pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain <br />events. A description of this undertaking is set forth in the Preliminary Official Statement and will <br />also be set forth in the Official Statement. The Official Statement describes the incidences during the <br />last five years in which the City has failed to comply with previous undertakings to provide annual <br />continuing disclosure reports and notices of material events. <br />(g) The City covenants with the Underwriter that during the Delivery Period, if <br />any event occurs that might or would cause the Official Statement, as then supplemented or <br />amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary <br />to make the statements therein, in the light of the circumstances under which they were made, not <br />misleading, the City shall notify the Underwriter thereof, and if in the opinion of the Underwriter <br />such event requires the preparation and publication of a supplement or amendment to the Official <br />Statement, the City will cooperate with the Authority and the Underwriter in the preparation of an <br />amendment or supplement to the Official Statement, at the expense of the City and the Authority, in a <br />form and in a manner approved by the Underwriter. <br />(h) The City will advise the Underwriter promptly of any proposal to amend or <br />supplement the Official Statement and will not effect or consent to any such amendment or <br />supplement without the consent of the Underwriter. The City will advise the Underwriter promptly <br />of the institution of any proceedings known to it by any governmental agency prohibiting or <br />otherwise affecting the use of the Official Statement in connection with the offering, sale, or <br />distribution of the Bonds. <br />(i) If the Official Statement is supplemented or amended, the Official Statement, <br />as so supplemented or amended, as of the date of such supplement or amendment, will not contain <br />any untrue statement of a material fact or 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 misleading. <br />(j) The City is not in breach of or in default under any applicable constitutional <br />provision, law, or administrative rule or regulation of the State or the United States, or any applicable <br />judgment, decree, consent, or other agreement to which the City is a party, and no event has occurred <br />8.A. - Page 220 of 255 <br />848