HomeMy WebLinkAboutA09 Placement Agent AgtExecution Version
PLACEMENT AGENT AGREEMENT
Dated as of February 1, 2024
Tustin Public Financing Authority
c/o City of Tustin
300 Centennial Way
Tustin, California 92780
City of Tustin
300 Centennial Way
Tustin, California 92780
Re: Tustin Public Financing Authority Water Revenue Bonds, Series 2024
(Subordinate Lien)
The Tustin Public Financing Authority, a joint powers authority duly organized and
existing under the laws of the State of California (the "Issuer"), proposes to issue, offer, and sell
in a private placement the above -referenced bonds of the Issuer (the "Bonds") pursuant to an
Indenture of Trust dated as of February 1, 2024 (the "Indenture"), by and among the Issuer, the
City of Tustin (the "City") and The Bank of New York Mellon Trust Company, N.A., as trustee.
The proceeds of the Bonds will be used to finance the acquisition and construction of certain
improvements and facilities (the "2024 Project") which constitute part of the City's municipal
water enterprise (the "Enterprise"), and to pay the costs of issuing the Bonds.
In order to provide for the repayment of the Bonds, the Authority will sell the 2024 Project
to the City pursuant to an Installment Sale Agreement dated as of February 1, 2024 (the
"Installment Sale Agreement"), between the Issuer and the City, under which the City will agree
to make installment payments to the Authority (the "Installment Payments") which will be
calculated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds
when due and payable. The City's obligation to make Installment Payments will be payable from,
and secured by a pledge of, the net revenues of the Enterprise, in all respects, junior, subordinate
and inferior to the City's obligations with respect to the payment of debt service on its City of
Tustin (Orange County, California) 2016 Water Refunding Revenue Bonds (the "2016 Senior
Bonds") and its City of Tustin (Orange County, California) Taxable Water Refunding Revenue
Bonds, Series 2020 (the "2020 Senior Bonds").
In connection with the issuance of the Bonds, the City will enter into (i) a First Amendment
to Indenture of Trust dated as of February 1, 2024, between the City and The Bank of New York
Mellon Trust Company, N.A., as trustee (the "2016 Trustee"), amending that certain Indenture of
Trust, dated as of September 1, 2016, by and between the City and the 2016 Trustee relating to the
2016 Senior Bonds, and (ii) a First Amendment to Indenture of Trust dated as of February 1, 2024,
between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "2020
Trustee"), amending that certain Indenture of Trust, dated as of February 1, 2020, by and between
the City and the 2020 Trustee relating to the 2020 Senior Bonds (collectively, the "Amendments").
The Bonds, the Indenture, the Installment Sale Agreement and the Amendments are
referred to herein as the "Financing Documents." Capitalized terms used but not defined herein
have the meanings given to such terms in the Indenture.
This Placement Agent Agreement (this "Agreement") confirms the agreement
among the Issuer, the City and Stifel, Nicolaus & Company, Incorporated (the "Placement Agent")
as follows:
1. Enmement. The Issuer and the City hereby engage the Placement Agent
as their exclusive agent to assist the Issuer in placing the Bonds on a best
efforts basis with a purchaser (the "Purchaser") which shall be a lender that
regularly extends credit to state and local governments by making loans
and acquiring repayment obligations that are evidenced by obligations such
as the Bonds as represented by the Purchaser in an executed certificate
substantially in the form attached as Exhibit A hereto on a private
placement basis (the "Placement"). Sale and delivery of the Bonds by the
Issuer and purchase by the Purchaser will occur on the day of closing
("Closing Date"). The Issuer and the City acknowledge and agree that the
Placement Agent's engagement hereunder is not an agreement by the
Placement Agent or any of its affiliates to underwrite or purchase the
Bonds or otherwise provide any financing to the Issuer or the City. The
Placement Agent hereby accepts this engagement upon the terms and
conditions set forth in this Agreement.
2. Fees and Expenses.
(a) For its services under this Agreement, the Issuer and the City agree
to pay the Placement Agent a placement fee for its services under
this Agreement of $35,000 payable on the Closing Date; and
(b) In the event the Issuer or the City terminates this Agreement and
within twelve (12) months thereafter the Issuer sells the Bonds to an
investor identified by the Placement Agent to the Issuer and the City
prior to such termination, the amounts payable under (a) above shall
be immediately due and payable by the Issuer.
3. Disclosure and Due Diligence.
(a) With the assistance of the Placement Agent and the Issuer's
municipal advisor, the Issuer and the City will prepare and provide
the Placement Agent with a term sheet and/or other documents
including the City's audited financial statements, unaudited
financials to the extent audits are not available, current year budget
information, recent rate studies and associated financial projections,
reports, if any, published by Standard & Poor's pertaining to the
Enterprise and other information deemed important the Placement
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Agent (the "Information Package") together with the draft Financing
Documents (together with all supplements, modifications, and
additions thereto prior to the Closing Date, the "Placement
Materials"). The Issuer and the City acknowledge and agree that
they have prepared the Information Package and are solely
responsible for the completeness, truth, and accuracy of the
Placement Materials and that the Placement Agent and the
Purchaser may rely upon, as complete, true, and accurate, the
Placement Materials and all information provided by the Issuer and
the City to the Placement Agent for use in connection with the
Placement and that the Placement Agent does not assume any
responsibility therefor.
(b) The Issuer and the City will make available to the Purchaser and the
Placement Agent such documents and other information which the
Purchaser or the Placement Agent reasonably deems appropriate,
will provide access to its officers, directors, employees, accountants,
counsel and other representatives, and will provide the Purchaser
and the Placement Agent the opportunity to ask questions and
receive answers from knowledgeable individuals, including Bond
Counsel (whose opinions each shall receive and upon which they
may rely) concerning the Issuer, the City, the Bonds, and the
security therefor; it being understood that the Purchaser and the
Placement Agent will rely solely upon such information supplied by
the Issuer, the City and their representatives without assuming any
responsibility for independent investigation or verification thereof.
(c) In the event that the Placement Agent is unable to complete "due
diligence" in order to form a reasonable basis for recommending the
Bonds to the Purchaser either (1) because of the failure of the Issuer
or the City to comply with sub -paragraph (a) or (b) of this paragraph
or (2) because the Placement Agent uncovers "red flags" about the
Issuer and/or the City that cause the Placement Agent to be not
satisfied that the Placement Agent can in good faith recommend the
Bonds to the Purchaser, the Placement Agent may terminate this
Agreement without further obligation on the part of the Placement
Agent to proceed with the Placement and without any obligation on
the part of the Placement Agent to reimburse to the Issuer or the City
any monies advanced by the Issuer or the City to the Placement
Agent. In such event the amounts due to the Placement Agent under
paragraph 2(a) above, with respect to the reimbursement of
reasonable expenses, shall be immediately due and payable.
4. Representations, Warranties, and Agreements of the Issuer and the
Cam. As of the date of this Agreement, unless otherwise stated, the Issuer
and the City represent, warrants, and agrees with the Placement Agent that:
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(a) The Issuer and the City are duly organized and validly existing under
the laws of the State of California (the "State") with the power to
execute and deliver the Financing Documents to which they are a
parry, perform the agreements on their part contained therein and in
the agreements approved thereby and cause the issuance of the Bonds.
(b) The Issuer and the City will not cause or permit any action to be taken
in the placement of the Bonds in violation of the requirements for
exemption from registration or qualification of the Bonds under all
federal and applicable state securities laws and regulations.
(c) The Issuer and the City have complied, and in all respects on the
Closing Date will be in compliance, with all of the provisions of
applicable law of the State.
(d) The Issuer and the City have duly authorized and approved the
Placement Materials and the delivery thereof to the Purchaser and
the execution and delivery of this Agreement and the Financing
Documents to which they are a party pursuant to resolutions adopted
by their respective governing bodies (collectively, the
"Resolutions"), and the performance of its obligations and the
consummation by it of all other transactions contemplated thereby.
(e) On the Closing Date, the Issuer and the City will have been duly
authorized, executed, and delivered by this Agreement and the
Financing Documents they are a parry to, and, assuming due
authorization, execution and delivery by the other parties thereto, as
applicable, constitute legal, valid and binding agreements of the
Issuer and the City enforceable in accordance with their respective
terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other laws affecting the enforcement of creditors'
rights generally and by the application of equitable principles if
sought and by the limitations on legal remedies imposed on actions
against the Issuer in the State.
(f) Neither the Issuer nor the City is, and on the Closing Date will not
be, in breach of or default under any applicable law or administrative
regulation of the State or any department, division, agency or
instrumentality thereof, or of the United States, or any applicable
judgment or decree or any loan agreement, note, resolution,
certificate, agreement or other instrument to which the Issuer or the
City is a party or is otherwise subject, which breach or default would
materially and adversely affect the Issuer or the City or its ability to
perform their respective duties and obligations under the Financing
Documents, and the execution and delivery of the Financing
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Documents, the adoption of the Resolutions and the issuance by the
Issuer of the Bonds and compliance with the provisions of each will
not conflict with or constitute a breach of or default under any
applicable law or administrative regulation of the State or under any
certificate, agreement or other instrument to which the Issuer or the
City is a party or is otherwise subject, or which breach or default
would materially and adversely affect the Issuer or the City or their
ability to perform their respective duties and obligations under the
Financing Documents.
(g) No action, suit, proceeding or investigation at law or in equity before
or by any court, governmental agency, public board or body is, and
on the Closing Date will not be, pending or, to the knowledge of the
Issuer or the City, threatened: (i) in any way affecting the existence
of the Issuer or the City or the titles of the members of their
respective governing bodies to their respective offices, (ii) seeking
to prohibit, restrain or enjoin the issuance, sale or delivery of the
Bonds, the Financing Documents or collection or payment by the
Issuer of any amounts pledged or to be pledged as security to pay
the principal of and interest on Bonds, (iii) seeking to prohibit,
restrain or enjoin the execution and delivery of the Financing
Documents or collection or payment by the City of any amounts
pledged or to be pledged as security to pay the Installment Payments
under the Installment Sale Agreement, (iv) in any way contesting or
affecting the validity or enforceability of, or the power or authority
of the Issuer to issue or to enter into (as applicable) the Bonds or the
Financing Documents, (v) in any way contesting or affecting the
validity or enforceability of, or the power or authority of the City to
enter into the Financing Documents, (vi) contesting in any way the
completeness, truth, or accuracy of the Placement Materials, (vi)
except as disclosed in the Placement Materials, wherein an
unfavorable decision, ruling or finding would materially adversely
affect the financial position or condition of the Issuer or the City,
would result in any material adverse change in the ability of the
Issuer to pledge or apply the security or source of payment of, or to
pay debt service on the Bonds, or would result in any material
adverse change in the ability of the City to pledge or apply the
security or source of payment of, or to pay, the Installment
Payments, or (vii) contesting the status of the interest on the Bonds
as excludable from gross income for federal income tax purposes or
as exempt from any applicable state tax.
(h) Regarding information provided by the Issuer and the City to the
Placement Agent:
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(1) The Issuer and the City will furnish the Placement Agent and
the Purchaser with the Information Package. The Issuer and
the City represent and warrant that all information made
available to the Placement Agent by the Issuer and the City
or contained in the Information Package, when provided will
be, and will be at all times thereafter during the period of the
engagement of the Placement Agent hereunder, be complete,
true, and accurate in all material respects and will not contain
any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein not misleading in light of the circumstances under
which such statements are made; or
(2) except as otherwise indicated to the contrary in the City 's
Financial statements, all historical financial statements of the
City provided to the Placement Agent and the Purchaser will
be prepared in accordance with generally accepted
accounting principles and practices then in effect in the
United States and will fairly present the financial condition
and operations of the entities covered thereby in all material
respects;
(3) any forecasted financial or market information with respect
to the City or its market provided to the Placement Agent
and the Purchaser by the Issuer has been or will be prepared
in good faith with a reasonable basis for the assumptions and
the conclusions reached therein.
(i) On the Closing Date, the Issuer will deliver or cause to be delivered
to the Placement Agent, in form and substance satisfactory to the Placement Agent, the
following documents:
(1) The opinion of Quint & Thimmig LLP, Bond Counsel to the
Issuer, dated the Closing Date relating to:
(i) the validity of the Bonds;
(ii) exemption from registration and qualification under
federal and state securities law; and
(i) the tax-exempt status of the Bonds, dated the Closing
Date;
(2) a certificate of the Issuer, dated the Closing Date, to the
effect that:
(i) the representations and warranties of the Issuer
contained in this Agreement are true and correct as if
made on the Closing Date;
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(ii) the Issuer has complied with and fully satisfied all of
its agreements with and obligations to the Placement
Agent under this Agreement; and
(iii) as of its date and the date hereof, the information
contained in the Placement Materials is complete,
true, and accurate and such information does not
contain any untrue 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;
(3) a certificate of the City, dated the Closing Date, to the effect
that:
(i) the representations and warranties of the City
contained in this Agreement are true and correct as if
made on the Closing Date;
(ii) the City has complied with and fully satisfied all of
its agreements with and obligations to the Placement
Agent under this Agreement; and
(iii) as of its date and the date hereof, the information
contained in the Placement Materials is complete,
true, and accurate and such information does not
contain any untrue 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;
(4) A Purchaser Letter, in the form attached as Exhibit B to the
Indenture, executed by the Purchaser and addressed to the
Issuer, the City and the Placement Agent; and
(5) Such additional legal opinions, certificates, proceedings,
instruments and other documents as the Placement Agent or
its counsel, if any, and Bond Counsel may reasonably
request to evidence compliance by the Issuer and the City
with legal requirements, the truth and accuracy, as of the
Closing Date, of the representations of the Issuer and the
City, and the due performance or satisfaction by the Issuer
and the City at or prior to such time of all agreements then
to be performed and all conditions then to be satisfied by
the Issuer and the City.
5. Termination. This Agreement may be terminated by either party upon ten
(10) business days' prior written notice; provided that the provisions of
Paragraph 2 and obligations thereunder shall not be affected by such
termination.
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6. Re2ulatory Disclosure. The Issuer and the City acknowledge, in
connection with the purchase and sale of the Bonds, the offering of the
Bonds for sale and the discussions and negotiations relating to the terms of
the Bonds pursuant to and as set forth in this Agreement, that:
(a) the Placement Agent has acted at arm's length, is acting solely for
its own account and is not an agent of or advisor to (including,
without limitation, a Municipal Advisor (as such term is defined in
Section 975(e) of the Dodd -Frank Wall Street Reform and
Consumer Protection Act)), and owes no fiduciary duty to the Issuer,
the City or any other person,
(b) the Placement Agent's duties and obligations to the Issuer and the
City shall be limited to those contractual duties and obligations set
forth in this Agreement,
(c) the Placement Agent may have interests that differ from those of the
Issuer and the City, and
(d) the Issuer and the City have consulted their legal and financial
advisors to the extent they deemed appropriate in connection with
the offering and sale of the Bonds. The Issuer and the City further
acknowledge and agree that they are responsible for making their
judgment with respect to the offering and sale of the Bonds and the
process leading thereto. The Issuer and the City agree that they will
not claim that the Placement Agent acted as a Municipal Advisor to
the Issuer or the City or rendered advisory services of any nature or
respect, or owes a fiduciary or similar duty to the Issuer or the City,
in connection with the offering or sale of the Bonds or the process
leading thereto.
7. Survival of Certain Representations and Obligations. The respective
agreements, covenants, representations, warranties and other statements of
the Issuer, the City and their officers set forth in or made pursuant to this
Agreement shall survive delivery of and payment for the Bonds and shall
remain in full force and effect, regardless of any investigation, or statements
as to the results thereof, made by or on behalf of the Placement Agent.
8. Notices. Any notice or other communication to be given to the Issuer or
the City under this Agreement may be given by delivering the same in
writing to the Issuer and the City at their respective address set forth above.
Any notice or other communication to be given to the Placement Agent
under this Agreement may be given by delivering the same in writing to
Stifel, Nicolaus & Company, Incorporated, 2121 Avenue of the Stars, Suite
2150, Los Angeles, California 90067; Attention: Sara Oberlies Brown,
Public Finance.
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9. No Boycott. By entering into this Agreement, the Placement Agent certifies
that it and its parent company, wholly or majority -owned subsidiaries, and
other affiliates, are not currently engaged in, or for the duration of this
Agreement will not engage in, a boycott of goods or services from the State
of Israel; companies doing business in or with Israel or authorized by,
licensed by, or organized under the laws of the State of Israel; or persons or
entities doing business in the State of Israel. The Placement Agent
understands that "boycott" includes, but is not limited to, refusing to deal
with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial
relations, but does not include an action made for ordinary business
purposes.
10. No Assignment. This Agreement has been made by the Issuer, the City and
the Placement Agent, and no person other than the Issuer, the City and the
Placement Agent, shall acquire or have any right under or by virtue of this
Agreement.
11. Applicable Law. This Agreement shall be interpreted, governed and
enforced in accordance with the laws of the State.
12. Effectiveness. This Agreement shall become effective upon its execution
by duly authorized officials of all parties hereto and shall be valid and
enforceable from and after the time of such execution.
13. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision
hereof.
14. Counterparts. This Agreement may be executed in several counterparts
(including counterparts exchanged by email in PDF format), each of which
shall be an original and all of which shall constitute but one and the same
instrument.
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B
B
r
Respectfully submitted,
STIFEL, NICOLAUS & COMPANY INCORPORATED
.......................................................................
Sara Oberlies Brown, Managing Director
ACCEPTED as of the I" day of February, 2024.
TUSTIN PUBLIC FINANCING AUTHORITY
B........0................
Executive Director
CITY OF TUSTIN
By......... ......................................... ........
City Manager
S-1
EXHIBIT A
(attached)
FORM OF LENDER CERTIFICATE
Dated: February _, 2024
("[Lender] ") hereby certifies as follows with regard to the Water Revenue
Bond, Series 2024 (Subordinate Lien) (the "Bond") in the principal amount of $ issued
by the Tustin Public Financing Authority (the "Authority ") pursuant to an Indenture of Trust (the
"Indenture ") between the Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee "), debt service with respect to which will be paid from installment
payments made by the City of Tustin (the "Borrower") under an Installment Sale Agreement
(together with the Bond, the "Loan Obligation "):
1. [Lender] has full power and authority to carry on its business as now conducted,
deliver this Original Purchaser Certificate and make the representations and certifications
contained herein.
2. [Lender] is a lender that regularly extends credit to state and local governments by
making loans and acquiring repayment obligations that are evidenced by obligations such as the
Loan Obligation; has knowledge and experience in financial and business matters that make it
capable of evaluating the Borrower, the Loan Obligation and the risks associated with the
extension of credit evidenced by the Loan Obligation; has the ability to bear the economic risk of
extending the credit evidenced by the Loan Obligation; and is a limited liability company
controlled by a bank engaged in the primary business of extending credit and making loans to state
and local governments and non-profit entities and has total assets in excess of $1 billion. [Lender]
is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary
in connection with its extension of credit evidenced by the Loan Obligation.
3. [Lender] has conducted its own investigation of the financial condition of the
Borrower, of the purpose for which the Loan Obligation is being executed and delivered, and of
the security for the payment of the principal of and interest on the Loan Obligation and has
obtained such information regarding the Loan Obligation and the Borrower and its operations,
financial condition, and financial prospects as [Lender] deems necessary to make an informed
lending decision with respect to its extension of credit evidenced by the Loan Obligation.
4. [Lender] extending credit to the Borrower evidenced by the Loan Obligation and is
acquiring the interests in the Loan Obligation as a vehicle for making a commercial loan for its
own loan account and with the present intention of holding the Loan Obligation to maturity or
earlier prepayment, provided that [Lender] retains the right at any time to dispose of the Loan
Obligation or any interest therein or portion thereof, but agrees that any such sale, transfer or
distribution by [Lender] shall be made in accordance with applicable law and the provisions of the
Loan Obligation and related documents only in whole to (a) an affiliate of [Lender] or (b) a bank,
trust, custodian, insurance company, or other financial institution or an affiliate thereof.
[Lender] and its assignees further retain the right to sell or assign participation interests in
the Loan Obligation, in minimum amounts of $250,000, to an entity listed in (a) or (b) of this
Section 4, provided that any participation, custodial, or similar agreement under which multiple
ownership interests are created in the Loan Obligation shall provide the method by which the
owners of such interests shall establish the rights and duties of a single entity, owner, servicer, or
other fiduciary or agent acting on behalf of all of the assignees to act on their behalf with respect
to the rights and interests of the registered owner of the Loan Obligation, including with respect
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to the exercise of rights and remedies of the registered owner on behalf of such owners upon the
occurrence of an event of default under the Loan Obligation.
5. [Lender] acknowledges that (a) the Loan Obligation (i) has not been registered
under the Securities Act of 1933, as amended, (ii) has not been registered or otherwise qualified
for sale under the securities laws of any state, and (iii) will not be listed on any securities exchange
and (b) there is no established market for the Loan Obligation and that none is likely to develop.
[Lender] understands and acknowledges that (a) its extension of credit evidenced by the Loan
Obligation is not intended to be subject to the requirements of Rule 15c2-12 promulgated under
the Securities Exchange Act of 1934, as amended, and (b) in connection with [Lender]'s extension
of credit evidenced by the Loan Obligation, the Borrower has not prepared or caused to be
prepared, any official statement, private placement memorandum or other offering document.
6. [Lender] is acting solely for its own loan account and not as a fiduciary for the
Borrower or in the capacity of broker, dealer, placement agent, municipal securities underwriter,
municipal advisor, or fiduciary. [Lender] has not provided, and will not provide, financial, legal
(including securities law), tax, accounting, or other advice to or on behalf of the Borrower
(including to any municipal advisor or any placement agent engaged by the Borrower) with respect
to the structuring, issuance, sale, or delivery of the Loan Obligation. [Lender] has no fiduciary
duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the Borrower
with respect to the transactions relating to the structuring, issuance, sale, or delivery of the Loan
Obligation and the discussions, undertakings, and procedures leading thereto. Each of the
Borrower, its municipal advisor, and its placement agent has sought and shall seek and obtain
financial, legal (including securities law), tax, accounting, and other advice (including as it relates
to structure, timing, terms, and similar matters and compliance with legal requirements applicable
to such parties) with respect to the Loan Obligation from its own financial, legal, tax, and other
advisors (and not from the undersigned or its affiliates) to the extent that the Borrower, its
municipal advisor, or its placement agent desires to, should, or needs to obtain such advice.
[Lender] expresses no view regarding the legal sufficiency of its representations for purposes of
compliance with any legal requirements applicable to any other party, including but not limited to
the Borrower's municipal advisor or placement agent, or the correctness of any legal interpretation
made by counsel to any other party, including but not limited to counsel to the Borrower's
municipal advisor or placement agent, with respect to any such matters. The transactions between
the Borrower and [Lender] are arm's-length, commercial transactions in which [Lender] is acting
and has acted solely as a principal and for its own interest, and [Lender] has not made
recommendations to the Borrower with respect to the transactions relating to the Loan Obligation.
7. [Lender] acknowledges and agrees that the Borrower and its placement agent take
no responsibility for, and make no representation to [Lender], or any subsequent purchaser, with
regard to, a sale, transfer or other disposition of the Bond in violation of the provisions of the
Indenture, or any securities law or income tax law consequences thereof. [Lender] also
acknowledges that, with respect to the Borrower's obligations and liabilities, [Lender] is solely
responsible for compliance with the restrictions on transfer of the Bond in connection with any
subsequent transfer of the Bond made by [Lender].
8. [Lender] acknowledges that the issuance of the Bond to [Lender] is made in reliance
upon the certifications, representations, and warranties herein made for the benefit of the
Borrower, its placement agent, the Authority, and the Trustee.
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9. The interpretation of the provisions hereof shall be governed and construed in
accordance with California law without regard to principles of conflicts of laws.
10. All representations of [Lender] contained in this letter shall survive the execution
and delivery of the Bond to [Lender] as representations of fact existing as of the date of execution
and delivery of this Lender Certificate.
IN WITNESS WHEREOF, , has caused this Lender Certificate to be executed
by its officer there -unto duly authorized, all as of the day and year first above written.
By: _
Name:
Title: