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(i) the Borrower will provide the Remarketing Agent with the preliminary
Disclosure Documents relating to the Bonds that the Borrower deems final as of its date
(exclusive of pricing and other sales information permitted to be omitted by the Rule), prior
to the date the Remarketing Agent bids for, offers or sells any Bonds;
(ii) the Borrower will provide the Remarketing Agent with such number of
copies of the Official Statement or other Disclosure Documents prepared in connection
therewith, as the Remarketing Agent may need to supply at least one copy thereof to each
potential customer who requests it;
(iii) the Borrower shall provide the Remarketing Agent within seven (7)
Business Days after the interest rate is determined or by the time “money confirmations”
are to be sent to customers, whichever is earlier, with a number of copies of the final
Official Statement adequate to provide at least one copy of the final Official Statement or
Disclosure Documents to any customer or any potential customer for a period commencing
on the date such final Official Statement or Disclosure Documents are available and
extending for the underwriting period as defined in the Rule (the “Underwriting Period”)
and, thereafter, for as long as may be required by the Rule. During the Underwriting Period,
the Borrower agrees to update, by written supplement or amendment or otherwise, the final
Official Statement or Disclosure Documents such that at all times during such period the
final Official Statement or Disclosure Documents will not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and
(iv) the Borrower will undertake, in a written agreement or contract for the
benefit of Holders, to provide the information required by paragraph (b)(5) of the Rule to
the persons or entities and at the times required by paragraph (b)(5) of the Rule.
(d) In order to induce the Remarketing Agent to enter into this Agreement, the
Borrower hereby represents to the Remarketing Agent that the information contained in the Official
Statement relating to the Borrower, the Project and the private participants is, at the Closing Date,
true and correct in all material respects and that such information does not, at the Closing Date,
contain any untrue or misleading statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
(e) If, at any time after the Closing Date, any event actually known to the Borrower
shall occur which might materially adversely affect the Bonds or the remarketing thereof, or if any
Event of Default on the part of the Issuer (of which the Borrower has knowledge) or the Borrower
under the Indenture shall occur, then the Borrower shall promptly notify the Remarketing Agent in
writing of the circumstances and details of such event.
(f) The Borrower shall use reasonable commercial efforts to update, amend and
supplement the Official Statement and other Disclosure Documents relating to the Bonds provided
to the Remarketing Agent in connection with the performance of its duties hereunder, at the
Borrower’s expense, in order that the Official Statement and such other Disclosure Documents, at
all times during the term of this Agreement, will be, to the actual knowledge of the Borrower, true
and correct in all material respects and will not contain any untrue or misleading statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. If, in the judgment of the
Remarketing Agent, an event shall occur which requires the Official Statement or such Disclosure
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