Agenda - Council - 08/13/2013 - Laserfiche WebLink

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its authorized representative. In connection with the offering and sale of the Bonds, the Issuer, the Borrower, and the School authorize the use by the Underwriter of copies of the Official Statement with respect to the Bonds, together with copies of the Resolution, the Indenture, the Loan Agreement, the Lease, the Mortgage, the Tax Regulatory Agreement, the Pledge Agreement and the other documents described therein. The Issuer, the Borrower, and the School hereby ratify and consent to the use by the Underwriter of the Preliminary Official Statement dated , 2013 and the Official Statement in connection with the sale of the Bonds. (b) The Borrower, on behalf of itself and as agent for the Issuer and any other "issuers" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board (the "MRSB"). The Borrower agrees to deliver such Official Statement within seven (7) business days after the execution hereof and in sufficient time to accompany any confirmation that requests payment. (c) The Underwriter shall give notice to the Issuer, the Borrower, the School and any additional "issuer" on the date after which no participating Underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statement pursuant to paragraph (b)(4) of the Rule. (d) The Underwriter agrees that it shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Official Statement, as most recently supplemented or amended (if any). (e) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety (90) days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement. 3. Representations. (a) To the best knowledge of the Issuer and in reliance upon the opinions referred to in Sections 5(d)(i) hereof, the Issuer represents to and agrees with the Underwriter as follows: (i) The statements and information contained in the Official Statement with respect to the Issuer under the captions "THE ISSUER" and "LITIGATION" (the latter only to the extent it relates to the Issuer) (together, the "Issuer Portion" of the Official Statement) in the Official Statement are, and as of the date of Closing such information in the Official Statement will be, true and correct in all material respects, and the Issuer Portion of the Official Statement does not and will not contain any untrue or misleading statement of a material fact relating to the Issuer or omit to state any material fact relating -3-