6097 (EXHIBIT A - E) - Laserfiche WebLink

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(f') Additional material restrictions not in force as of the date hereof have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (g) The New York Stock Exchange or any other national securities exchange, or any governmental authority, imposes, as to the Certificates or obligations of the general character of the Certificates, any material restrictions not now in force, or increases materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (h) Any general banking moratorium has been established by federal, New York or Missouri authorities; (i) A material default has occurred with respect to the obligations of, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state which, in the opinion of the Underwriter and the Placement Agent, materially adversely affects the market price of the Certificates; Any event has occurred, or information becomes known, which, in the opinion of the Underwriter and the Placement Agent, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (k) A war involving the United States has been declared, or any conflict involving the armed forces of the United States has escalated, or any other national emergency relating to the effective operation of government or the financial community has occurred, which, in the opinion of the Underwriter and the Placement Agent, materially adversely affects the market price of the Certificates. SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY All of the representations, warranties, and agreements contained herein shall remain operative and in full force and effect and shall survive delivery of the Certificates to the Underwriter and the Placement Agent, regardless of any investigations made by the Underwriter and the Placement Agent. SECTION 8. PAYMENT OF EXPENSES Whether or not the Certificates are sold by the City to the Underwriter or placed by the Placement Agent (unless such sale or placement be prevented at the Closing Time by the Underwriter's or the Placement Agent's default), the Underwriter and the Placement Agent shall be under no obligation to pay any expenses incident to the performance of the City's obligations hereunder. If the Certificates are sold by the Trustee to the Underwriter or placed by the Placement Agent, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Certificates (including, without -8-