10B Action 2009 1221 - Laserfiche WebLink

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Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Indenture or contesting the powers of the Trustee or its authority to enter into and perform its obligation under the Indenture. (h) Disclosure Counsel Opinion. The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Disclosure Counsel, dated the Closing Date, addressed to the Agency and to the Underwriter, to the effect that based upon an examination which they have made, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, they have no reason to believe that the Official Statement (other than financial statements and other statistical and financial data and information relating to The Depository Trust Company, New York, New York, and its book- entry system contained therein and incorporated therein by reference, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) Documents. An original executed copy of each of the Agency Documents, the Official Statement and a certified copy of each of the Resolutions, except that it shall be sufficient to provide a copy of the Bonds marked`~pecimen. (j) Fiscal Consultant Consent and Certificate. The consent of Urban Analytics to the use of their report entitled "Fiscal Consultant Report' dated , in the Preliminary Official Statement and the Official Statement and their affirmation of the accuracy of the data in the tables in the Official Statement which reference such fiscal consultant report. (k) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary. If the Agency is unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Agency shall be under further obligation hereunder. 9. Termination Events. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the Agency contained herein and upon the accuracy of the statements to be contained in the documents, opinions, and instruments to be delivered at the Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, accept delivery of, and pay for the Bonds on the Closing Date is subject to the performance by the Agency of its obligations hereunder at or prior to the Closing. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by notification to the Agency if at any time between the date hereof and prior to the Closing: (a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or -10-