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<br />ayreement or other instrument to which the Authority is a party or to which the Authority or any
<br />of its property or assets is otherwise subject, and no such execution, delivery, adoption or
<br />compliance will result in the creation or imposition of any lien, charge or other security interest or
<br />encumbrance of any nature whatsoever upon any of the property or assets of the Authority or
<br />under the terms of any such law, regulation or instrument, except as provided by the Bonds and
<br />the Trust Agreement;
<br />(g) Any and all authorizations, approvals, licenses, permits, consents and orders of any
<br />governmental authority, legislative body, board, agency or commission having jurisdiction over
<br />any matter which is required for the due authorization of, which would constitute a condition
<br />precedent to or the absence of which would materially adversely affect the due performance by
<br />the Authority of its obligations under this Contract or the Trust Agreement will be obtained prior
<br />to the Closing Date, except for such approvals, consents and orders as may be required under the
<br />Blue Sky or securities laws of any state in connection with offering and sale of the Bonds;
<br />(h) Between the date of this Contract and the Closing Date, the Authority will not, without
<br />the prior written consent of the Underwriter, which consent shall not unreasonably be withheld,
<br />offer or issue any bonds, notes or other obligations for borrowed money or incur any material
<br />liabilities, direct or contingent, except such obligations and liabilities as may be described in the
<br />Official Statement, and there will not be any adverse change of a material nature in the financial
<br />position, results of operations or conditions, financial or otherwise, of the Authority other than as
<br />contemplated by and described in the Official Statement;
<br />(i) There is no action, suit, proceeding, inquiry or investigation of any nature at law or in
<br />equity, before or by any court, governmental agency, public board or body pending, or, to the
<br />knowledge of the Authority, threatened, seeking to restrain or enjoin the issuance, sale
<br />execution or delivery of the Bonds or the performance of any of the covenants contained in this
<br />Contract or the Trust Agreement or in any way questioning or affecting (i) the transactions
<br />• contemplated by this Contract, the Trust Agreement or the Official Statement, (ii) the right or
<br />authority of the Authority to pay the Bonds, including any applicable premium, or to pledge or
<br />grant a security interest in the trust estate under the Trust Agreement or to carry out the terms
<br />and provisions of this Contract and Trust Agreement, or {iii) the validity of the Bonds or any
<br />provision made for the payment of principal of, premium, if any, or interest on the Bonds or the
<br />power of the Authority to perform its obligations under this Contract and the Trust Agreement;
<br />and neither the corporate existence of the Authority nor the right of the members of the Board of
<br />Directors of the Authority to their offices nor the titles of the officers of the Authority to their
<br />respective offices are being contested, and no authority or proceeding for the issuance of the
<br />Bonds has been repealed, revoked or rescinded;
<br />(j) Except for the liens created equally and ratably under the Trust Agreement in connection
<br />with the issuance of the Bonds, there is no lien on any of the revenues or properties of the
<br />Authority as of the date of this Contract and there will be no such lien on the Closing Date;
<br />(k) As of the date thereof, the Preliminary Official Statement (i) has been deemed by the
<br />.Authority to constitute a final official statement, except for the inclusion of certain information
<br />such as the offering price(s) of and interest rate(s) on the Bonds, the final aggregate issued
<br />amount of the Bonds and of each maturity of the Bonds, the Closing Date, and other terms or
<br />provisions with respect to the sale of the Bonds established pursuant to this Contract and in
<br />accordance with SEC Rule 15c2-12(b)(1); and (ii) did not contain any untrue statement of a
<br />material fact or omit to state a material fact required to be stated therein or necessary to make
<br />the statements therein, in the light of the circumstances under which they were made, not
<br />misleading;
<br />(I) As of the date of this Contract, the Official Statement is hereby deemed by the Authority
<br />• to constitute a final official statement with respect to the offering, issuance and sale of the Bonds,
<br />and at the time of the Authority's acceptance hereof and at all times subsequent thereto until
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