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<br />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 />
<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 />
<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 />
<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 />
<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 />
<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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