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under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official
<br /> Statement, including any supplements prepared by the Successor Agency and delivered to the
<br /> Underwriter, with a nationally recognized municipal securities information repository
<br /> (currently, the Electronic Municipal Market Access System (referred to as "EMMA"), a facility
<br /> of the Municipal Securities Rulemaking Board, at www.emma.msrb.org), and to take any and
<br /> all other actions necessary to comply with applicable Securities and Exchange Commission
<br /> rules and Municipal Securities Rulemaking Board rules governing the use of the Official
<br /> Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers
<br /> thereof.
<br /> 5. Representations, Warranties and Agreements of the Successor Agency. The Successor
<br /> Agency represents and warrants to the Underwriter that, as of the Closing Date:
<br /> (a) The Successor Agency is a public entity existing under the laws of the State,
<br /> including the Dissolution Act, and is authorized, among other things, (i) to issue the
<br /> Bonds, and (ii) to secure the Bonds in the manner contemplated by the Indenture.
<br /> (b) The Successor Agency has the full right, power and authority (i) to enter into
<br /> the Indenture, the Irrevocable Refunding Instructions, the Disclosure Certificate (as
<br /> hereinafter defined) and this Bond Purchase Agreement, (ii) to issue, sell and deliver the
<br /> Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all
<br /> other transactions on its part contemplated by each of the aforesaid documents, and the
<br /> Successor Agency has complied with all provisions of applicable law in all matters
<br /> relating to such transactions.
<br /> (c) The Successor Agency is not in breach of or default under any applicable
<br /> constitutional provision, law or administrative regulation to which it is subject or any
<br /> applicable judgment or decree or any loan agreement, indenture,bond,note, resolution,
<br /> agreement or other instrument to which the Successor Agency is a party or to which the
<br /> Successor Agency or any of its property or assets is otherwise subject, and no event has
<br /> occurred and is continuing which with the passage of time or the giving of notice, or
<br /> both, would constitute such a default or event of default in any material respect under
<br /> any such instrument; and the issuance of the Bonds and the execution and delivery of
<br /> the Indenture, the Irrevocable Refunding Instructions, the Disclosure Certificate and this
<br /> Bond Purchase Agreement is a party and compliance with the provisions on the
<br /> Successor Agency's part contained herein and therein, will not in any material respect
<br /> conflict with or constitute a breach of or default under any law, administrative
<br /> regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br /> agreement or other instrument to which the Successor Agency is a party or is otherwise
<br /> subject, nor will any such execution, delivery, adoption or compliance result in the
<br /> creation or imposition of any lien, charge or other security interest or encumbrance of
<br /> any nature whatsoever upon any of the properties or assets of the Successor Agency
<br /> under the terms of any such law, administrative regulation, judgment, decree, loan
<br /> agreement, indenture, bond, note, resolution, agreement or other instrument, except as
<br /> provided in the Indenture;
<br /> (d) The Successor Agency has duly authorized (i) the execution and delivery of
<br /> the Bonds and the execution, delivery and due performance by the Successor Agency of
<br /> this Bond Purchase Agreement, the Irrevocable Refunding Instructions, the Disclosure
<br /> Certificate and the Indenture, (ii) the distribution and use of the "deemed final"
<br /> Preliminary Official Statement and the execution, delivery and distribution of the final
<br /> Official Statement, and (iii) the taking of any and all such action as may be required on
<br /> the part of the Successor Agency to carry out, give effect to and consummate the
<br /> transactions on its part contemplated by such instruments. All consents or approvals
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