Agenda - 11-16-2010 - 4k - Laserfiche WebLink

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• best of its knowledge, threatened (i) contesting the corporate existence or powers of the Company or the titles of the officers of the Company to their respective offices, (ii) seeking to prohibit, restrain or enjoin the collection of revenues by the Company or the application of the proceeds of the Bonds wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the Company or the validity or enforceability of the Bonds or the Company Documents, (iii) contesting or affecting the validity of the Company Documents or (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the Company, is there any basis therefor); (g) the Company is not in default in the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred, and to the best of its knowledge, no event has occurred or is continuing that, with the lapse of time or the giving of notice or both, would constitute an event of default under any such agreement; (h) any certificate signed by the President or Vice President of the Company and delivered to the Underwriter will be deemed to be a representation and warranty by the Company to the Underwriter as to the statements made therein; (i) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Company Documents will have been duly authorized, • executed and delivered by the Company and will constitute valid and binding agreements of the Company enforceable in accordance with their terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights; and (j) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Bonds will constitute valid and binding proportionate undivided interests in the Company's rights to receive certain Payments pursuant to the Contract enforceable in accordance with their terms. 4. Company to Use All Reasonable Efforts to Cause County to Act. The Company will use all reasonable efforts to cause the County to deliver, at the signing hereof, a Letter of Representation in the form of Exhibit A hereto, and at the Closing, a certificate signed by the County Manager of the County as set forth in Section 7(e)(iii)(12). 5. Closing. At 10:00 a.m. (New York time) on December _, 2010, or at such other time or date as has been mutually agreed on by the Company, the County and the Underwriter (the "Closing Date"), the Company will deliver, or cause to be delivered, to the Underwriter, at the offices of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041, or at such other place as the Underwriter, the Company and the County may mutually agree upon, the Bonds in definitive form, duly executed and authenticated and registered in the name of Cede & Co. and in such denominations as the Underwriter will have requested in writing not less than two business days before the Closing Date, together with the other • documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the 5 3025651v2 15249.00084