|
�
<br /> statements, in light of the circumstances under which they were made, not misleading; (ix)
<br /> . the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended,
<br /> and the Bond Indenture, the Master Indenture and the Second Supplemental Indenture are
<br /> exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended (x) the
<br /> Bond Indenture, the Master Indenture, the Loan Agreement, the Note and the Bonds con-
<br /> form in form and tenor with the terms and provisions thereof as summarized and set out in
<br /> the Offcial Statement; in addition, Bond Counsel shall state in its opinion or in a supple-
<br /> mentary opinion dated the date of the Closing and addressed to the Manager on behalf of
<br /> the Underwriters that without having undertaken to determine independently the accuracy
<br /> or completeness of, or to verify the information furnished with respect to matters in the
<br /> O$'icial Statement, including all Appendices thereto, and recognizing that the character of
<br /> determinations involved in the preparation of the O�cial Statement is such that they do not
<br /> assume any responsibility for or express any opinion on, the accuracy, completeness or fair-
<br /> ness of statements in the O�cial Statement, except as provided above, but solely on the
<br /> basis of their participation in certain meetings held for the purpose of preparing the Bond
<br /> Indenture, the Master Indenture, the Loan Agreement, and related documents, and for the
<br /> purpose of reviewing the summarizations thereof in the O�cial Statement, at which Bond
<br /> Counsel, counsel for the Corporation, counsel for the Underwriters, and representatives of
<br /> the Corporation and the Manager were at various times present, nothing has come to their
<br /> attention therefrom or from any other source that would lead them to believe that the Official
<br /> Statement contains an untrue statement of a material fact or omits to state a material fact
<br /> that is necessary to make the statements therein, in the light of the circumstances under
<br /> �' which they were made, not misleading, it being understood that in rendering such opinion
<br /> Bond Counsel shall not be required to express an opinion with respect to statistical and
<br /> technical data, financial statements, and other financial data in the O$icial Statement;
<br /> � (2) the opinion of Hilmer C. Landholt, Esq., Counsel for the City, addressed to the
<br /> Mana�er on behalf of the Underwriters, and to the Corporation, to the effect that (i) as of
<br /> the date of execution of this Purchase Contract the City was, and at Closing the City is, �
<br /> a duly organized and validly existing municipal corporation and political subdivision of the
<br /> State of Illinois and a home rule unit with power and authority under the provisions of
<br /> Article VII, Section 6(a) of the 1970 Constitution of Illinois and the Enabling Ordinance
<br /> to authorize and issue the Bonds; (ii) the Enabling Ordinance was enacted, and the Ordi-
<br /> nances were adopted, at duly called and noticed meerings of the Council of the City, which
<br /> were held in open session throughout, and at which meetings quorums were at all times pres-
<br /> ent and achng throughout; (iii) the Bond Indenture, the Loan Agreement, the Second Sup-
<br /> plemental Indenture, and this Purchase Contract have been duly authorized, executed and
<br /> delivered by the City, and assuming due authorization, execution and delivery by the other
<br /> parties thereto, constitute valid and binding agreements of the City, the Corporation, the
<br /> Bond Trustee and the Trustee under the Second Supplemental Indenture (as the case may
<br /> be) in accordance with their terms, except to the extent that the enforceability of the rights
<br /> and remedies set forth therein may be limited by bankruptcy, insolvency or other laws af-
<br /> fecting creditors' rights generally or by usual equity principles; (iv) the City has duly rati-
<br /> fied the distribution of the Preliminary O�cial Statement and has duly authorized the exe-
<br /> cution and approved the distribution of the Official Statement; (v) the operation and use of
<br /> the Corporation's Facilities (as defined in the Master Indenture) as contemplated by the
<br /> - Master Indenture and the Loan Agreement is not prohibited by, or in conflict with, any
<br /> zoning ordinances; (vi) the statements contained in the O�cial Statement under the head-
<br /> ings (unless otherwise noted the term "heading" includes all subheadings under a heading)
<br /> . entitled"Summary Statement" [subpara;raph "The Issuer" only], "The Issuer", and "Litiga-
<br /> tion" aze true and correct in all material respects and do not contain an untrue statement of �
<br /> a material fact or omit to state a material fact necessary to make the statements therein, in
<br /> light of the circumstances under which they were made, not misleadino; (vii) to the best
<br /> of his knowledge after due investigation, the execution and delivery of the Bond Indenture,
<br /> 6
<br />
|