Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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appropriate ot~icial of the County to the effect that (i) the representations and warranties of the County in the Letter of Representation are true and correct in all material respects as of the date of Closing and (ii) the Financing Contract, the Lease, the agency Agreement and the Deed of Trust have been entered into by the County and are in full force and effect. (13) Executed copies of the County's certification as to non- arbitrage and other matters relative to the tax status of the 2006 A Certificates under Section 148 of the Interrlal Revenue Code of 1986, as ame~nde~d. (14) Evidence that the Deed of Trust has been duly recorded and that the financing statements, if any, have been duly filed with regard to the Mortgaged Property. (15) A copy of a title insurance policy issued by [Investors Title Insurance Company] naming the Trustee and the Company as beneficiaries and insuring title to the real estate comprising the 1~•Iortgaged Property. (16) Such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Underwriters, Special Counsel, or counsel to the Company or the County may reasonably request to evidence compliance by the Company or the County with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Company and the County herein contained and the due performance or satisfaction by each of them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. The Underwriters have entered into this Purchase Contract in reliance upon the respective representations, warranties and covenants of the Company and the County contained in this Purchase Contract and in the Letter of Representation. Unless excused by the Underwriters, the Underwriters' obligations under this Purchase Contract are at all times subject to the conditions set forth in this Section '7 and any other express condition contained in any other Section of this Purchase Contract. If any condition to the Underwriters' obligations is not excused or satisfied on or before the Closing Date (or in the case of events described in Section 6 above, immediately upon the occurrence of such event), the Underwriters' obligation and, except as otherwise provided in this Purchase Contract, the obligations of the Company and the County will be immediately discharged, and the Underwriters may terminate this Purchase Contract at any time. If, however, the Company is unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Contract, or if the obligations of the Undet•~writers to purchase and accept delivery of the 2006 Certificates is terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the Company shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 10, shall continue in full force and effect. X11 of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase C-883838v3 13361.00022 1