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

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affecting the validity of the County Documents, (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 County, is there any basis therefor), (v) challenging the right of the County to acquire, construct, install or equip the Facilities or (vi) challenging the transactions contemplated by the Financing Contract, the Deed of Trust, the Lease or the Agency Agreement or the Purchase Contract; (i) the County is not in default on the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument relating to such indebtedness and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, might constitute an event of default under any such instrument, and no event has occurred which with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Financing Contract; (j) the County will furnish such information and will cooperate with the Underwriters in taking such actions as the Under-writers may reasonably request to qualify the 2006A Certificates for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriters may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (k) the County will take all action and provide all information required to be taken or provided by the Company under the Purchase Contract in connection lwith the preparation and distribution of the Official Statement, and the terms and conditions of the Purchase Contract relating to such preparation and distribution, including without limitation the provisions of Section 2 thereof, are incorporated by reference in this Letter of Representation, mutatis mutandis; (1) on the Closing Date, the County Documents will have been duly authorized, executed and delivered and will constitute valid and binding obligations of the County 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); (m) if, at any time prior to the earlier of (i) receipt of notice frotn the Underwriters pursuant to Section 2(b) of the Purchase Contract that Official Statements are no longer required to be delivered under the Rule (as defined in the Purchase Contract) or (ii) 90 days after the Closing, any event occurs as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the Underwriters thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Company or the Underwriters only to the extent the County has actual knowledge or notice of any such event; any information C-883838v3 13361.00022 A-