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14 <br />4887-1989-4478v4/200356-0620 <br />watch status by any national rating service to any of the Authority’s or the City’s <br />obligations secured in a like manner, which, in the Underwriter’s reasonable opinion, <br />materially adversely affects the marketability or market price of the Bonds; or <br />(9) the commencement of any action, suit, or proceeding described in <br />Section 6(l) or 7(n) that, in the judgment of the Underwriter, materially adversely <br />affects the market price of the Bonds; or <br />(10) any event occurring, or information becoming known that, in the <br />reasonable judgment of the Underwriter, makes any statement or information <br />contained in the Official Statement, as of its date, untrue in any material adverse <br />respect, or has the effect that the Official Statement, as of its date, contains any untrue <br />statement of a material fact or omits 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. <br />(g) At or prior to the Closing, the Underwriter shall receive the following <br />documents: <br />(1) the opinion of Bond Counsel, dated the Closing Date, in substantially <br />the form included in the Official Statement as Appendix E, addressed to the <br />Authority (and accompanied by reliance letters to the Underwriter, the City and U.S. <br />Bank); <br />(2) a supplemental opinion of Bond Counsel, in form and substance <br />satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, <br />to the effect that: <br />(i) the Purchase Agreement has been duly executed and delivered <br />by the Authority and the City and (assuming due authorization, execution and <br />delivery by and enforceability against the Underwriter) is valid and binding upon the <br />City, subject to laws relating to bankruptcy, insolvency, reorganization or creditors’ <br />rights generally and to the application of equitable principles; <br />(ii) the Bonds are exempt from registration requirements of the <br />Securities Act of 1933, as amended, and the Indenture is exempt from qualification <br />pursuant to the Trust Indenture Act of 1939, as amended; and <br />(iii) the statements contained in the Official Statement under the <br />captions “INTRODUCTION,” “THE REFINANCING PLAN,” “THE BONDS,” <br />“SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX <br />MATTERS,” “APPENDIX D—SUMMARY OF PRINCIPAL LEGAL <br />DOCUMENTS” and “APPENDIX E—FORM OF OPINION OF BOND <br />COUNSEL,” insofar as such information purports to describe certain provisions of <br />the Indenture, the Installment Purchase Contract, the Bonds, or to state legal <br />conclusions and the opinion of Bond Counsel regarding the tax -exempt nature of the <br />Bonds, present a fair and accurate summary of the provisions thereof; and <br />8.A. - Page 225 of 255 <br />853