Agmt 2017 Flagship Facility Services, Inc. Citywide Janitorial Services

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subject to the laws relating to bankruptcy, insolvency, reorganization of creditors' rights generally and to the application of equitable principles; (B) the Bonds are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) the statements contained in the Official Statement under the captions "THE BONDS," "SECURITY FOR THE BONDS," "TAX MATTERS" and "APPENDIX A—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" thereto are accurate insofar as such statements purport to expressly summarize certain provisions of the Bonds, the Indenture and Bond Counsel's opinion concerning federal tax matters relating to the Bonds; (xi) a letter of Jones Hall, A Professional Law Corporation, San Francisco, California, as disclosure counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter stating that based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of its dates and as of the Closing Date, the Official Statement (excluding therefrom any information relating to the Municipal Bond Insurer, the Municipal Bond Insurance Policy, the Reserve Fund Policy, DTC and its book-entry system included therein, and the information therein under the caption "UNDERWRITING" and the reports, financial and statistical data and forecasts therein, and the information included in the appendices thereto, as to which no opinion need be expressed) contained or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading; (xii) an Arbitrage Certificate in the form satisfactory to Bond Counsel; (xii) the final Official Statement executed by an authorized officer of the Successor Agency; (xiv) certified copies of the Successor Agency Resolution and the Oversight Board Resolution; (xv) specimen Bonds; (xvi) evidence that the federal tax information form 8038-G with respect to the Bonds has been prepared by Bond Counsel for filing; (xvii) an opinion of counsel to the Municipal Bond Insurer, addressed to the Successor Agency and the Underwriter to the effect that: (A) the description of Municipal Bond Insurer, the Municipal Bond Insurance Policy, the Reserve Fund Policy included in the Official Statement is accurate; -13-