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

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or powers of the Company or the titles of the ot~icers 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 2006A Certificates wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the Company or the validity or enforceability of the 2006A Certificates, the Trust Agreement, the Financing Contract or this Purchase Contract, (iii} contesting or affecting the ~•~alidity of the Trust Agreement, the Financing Contract or this Purchase Contract 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 bon•o~=ed 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, l~~ould 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 Underwriters ~~~ill be deemed to be a representation and warranty by the Company to the Underwriters 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 Trust Agreement and the Financing Contract t~-ill 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 204bA Certificates will constitute valid and binding proportionate undivided interests in the Company's rights to receive the installment payments and certain other revenues pursuant to the Financing Contract enforceable in accordance with their terms. 4. Cor~oratian 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 April 26, 2006 or at such other time or date as has been mutually agreed on by the Company, the County and the Underwriters (the "Closing Date"}, the Company will deliver, or cause to be delivered, to the Underwriters, at the offices of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041, or at such other place as the Unde7-~~vriters, the Company and the County may mutually agree upon, the 2006A Certificates in definitive form, duly executed and authenticated and registered in the name of Cede & Co. and in such denominations as the Underwriters will have requested in writing not less than two business days before the Closing Date, together with the C-883838v3 13361.00022