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A The information contained in the Official Statement will be true and correct in all
<br />material respects and will not contain any untrue statement of a material fact and will not omit to
<br />state a material fact that should be stated therein or is necessary to make the statements therein,
<br />in the light of the circumstances under which they were made, not misleading. The Official
<br />Statement in its entirety has been authorized and approved by the Issuer. The Issuer will not amend
<br />or supplement the Official Statement without the prior written consent of the Underwriters. For
<br />a period of sixty (60) days after the date of the Closing, the Issuer will promptly notify the
<br />Underwriters of any material adverse change in its financial condition or legal status or of any
<br />other event, which could have a material adverse effect on the Bonds of which it shall become
<br />aware.
<br />(e) The Issuer has duly adopted the Resolution and has or prior to the date of Closing
<br />will have duly authorized all necessary action to be taken by the Issuer for (i) the issuance and sale
<br />of the Bonds upon the terms set forth herein, in the Resolution and in the Official Statement; (ii)
<br />the use of the Official Statement; (iii) the execution, delivery, receipt and due performance of this
<br />Bond Purchase Contract, the Bonds, and any and all such other agreements and documents as may
<br />be required to be executed, delivered and received by the Issuer in order to carry out, give effect
<br />to and consummate the transactions contemplated hereby, by the Resolution, and the Official
<br />Statement; and (iv) the carrying out, giving effect to and consummation of the transactions
<br />contemplated hereby and by the Official Statement, and the Resolution.
<br />(f) There is no action, suit, proceeding, inquiry or investigation to which the Issuer
<br />is a party at law or in equity or before or by any court, public board or body pending or, to the
<br />best knowledge of the Issuer, threatened against or affecting the Issuer (or, to the best knowledge
<br />of the Issuer, any meritorious basis therefor), where an unfavorable decision, ruling or finding
<br />would adversely affect (i) the transactions contemplated hereby or by the Resolution, or the Official
<br />Statement or the validity or enforceability of the Bonds, the Resolution, this Bond Purchase
<br />Contract or any agreement or instrument to which the Issuer is or is expected to be a party and
<br />which is used or contemplated for use in the consummation of the transactions contemplated hereby
<br />or by the Resolution, or the Official Statement, (ii) the pledge or lien on the Pledged Funds
<br />pursuant to the Resolution or (iii) the exclusion from gross income of interest on the Bonds for
<br />federal income tax purposes.
<br />(g) The execution and delivery by the Issuer of the Official Statement, the Bonds, this
<br />Bond Purchase Contract, and the other agreements contemplated hereby and by the Resolution,
<br />or the Official Statement, and compliance with the provisions thereof, will not conflict with or
<br />constitute on the Issuer's part a breach of or a default under (i) its Charter or any other governing
<br />instruments; (ii) any indenture, mortgage, lease, resolution, ordinance, bond or other agreement
<br />or instrument to which the Issuer is a party or by which the Issuer is bound; or (iii) any
<br />constitutional provision or statute or any order, rule or regulation of any court or governmental
<br />agency or body having jurisdiction over the Issuer or any of its activities or property. All consents,
<br />approvals, authorizations and orders of governmental or regulatory authorities, if any, which are
<br />required to be obtained by the Issuer in connection with the issuance and sale of the Bonds have
<br />been obtained and remain in full force and effect; provided, however, that no representation is
<br />hereby made as to compliance with federal or state securities laws.
<br />(h) This Bond Purchase Contract , when executed and delivered, and the Resolution
<br />when enacted, will constitute valid, legally binding and enforceable special obligations of the Issuer
<br />(subject in case of the Bond Purchase Contract and the Resolution to usual equity principles and
<br />to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
<br />enforcement of creditors' rights generally from time to time in effect). The Bonds, when issued,
<br />authenticated, delivered and paid for as herein provided, will have been duly authorized, executed,
<br />authenticated, issued and delivered in accordance with the terms of the Resolution and will
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