Agmt 2017 Flagship Facility Services, Inc. Citywide Janitorial Services

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delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal funds of the Purchase Price payable to the order of the Trustee. 8. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions: (a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date; (b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Disclosure Certificate and the Indenture shall be in full force and effect; (d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter: (i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee; (ii) a copy of the Irrevocable Refunding Instructions, as duly executed and delivered by the Successor Agency and the 2008 Trustee; (iii) a copy of the Disclosure Certificate, as duly executed and delivered by the Successor Agency; (iv) copies of the Municipal Bond Insurance Policy and the Reserve Fund Policy; (v) an opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix B to the Official Statement, accompanied by a letter of Bond Counsel to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to them; (vi) a certificate, dated the Closing Date, of the Successor Agency executed by its Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Successor Agency, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency's participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by this Bond Purchase Agreement, the Disclosure Certificate or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing -10-