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<br />-7- <br />federal income tax purposes or in any other way questions the status of the Bonds under <br />federal or state tax laws or regulations or which in any way could materially adversely <br />affect the availability of Tax Revenues to pay the debt service on the Bonds. <br /> <br />(j) Any written certificate signed by any official of the Successor Agency and <br />delivered to the Underwriter in connection with the offer or sale of the Bonds shall be <br />deemed a representation and warranty by the Successor Agency to the Underwriter as to <br />the truth of the statements therein contained. <br /> <br />(k) The Successor Agency has not been notified of any listing or proposed listing <br />by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage <br />certifications may not be relied upon. <br /> <br />(l) The Successor Agency will furnish such information, execute such instruments <br />and take such other action in cooperation with the Underwriter and at the expense of the <br />Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds <br />for offer and sale under the Blue Sky or other securities laws and regulations of such <br />states and other jurisdictions of the United States as the Underwriter may designate and <br />(ii) to determine the eligibility of the Bonds for investment under the laws of such states <br />and other jurisdictions, and will use its best efforts to continue such qualifications in <br />effect so long as required for the distribution of the Bonds, provided; however, that the <br />Successor Agency will not be required to execute a special or general consent to service <br />of process or qualify as a foreign corporation in connection with any such qualification <br />or determination in any jurisdiction. <br /> <br />(m) All authorizations, approvals, licenses, permits, consents, elections, and <br />orders of or filings with any governmental authority, legislative body, board, agency or <br />commission having jurisdiction in the matters which are required by the Closing Date <br />for the due authorization of, which would constitute a condition precedent to or the <br />absence of which would adversely affect the due performance by the Successor Agency <br />of, its obligations under the Indenture have been duly obtained or made and are in full <br />force and effect. <br /> <br />(,n) Between the date of this Bond Purchase Agreement and the Closing Date, the <br />Successor Agency will not offer or issue any bonds, notes or other obligations for <br />borrowed money not previously disclosed to the Underwriter without the prior written <br />consent of the Underwriter. <br /> <br />(o) The Successor Agency will apply the proceeds of the Bonds in accordance <br />with the Indenture and as described in the Official Statement. <br /> <br />(p) Except as otherwise described in the Official Statement, as of the Closing <br />Date, neither the Former Agency nor the Successor Agency will have outstanding any <br />indebtedness which indebtedness is secured by a lien on the Tax Revenues on a parity <br />with or senior to the lien provided for in the Indenture on the Tax Revenues. <br /> <br />(q) Except as described in the Preliminary Official Statement and the Official <br />Statement, and based on a review of their previous undertakings, neither the Former <br />Agency nor the Successor Agency has failed, within the last five years, to comply in all <br />material respects with any undertaking of the Successor Agency or the Former Agency, <br />respectively, pursuant to Rule 15c2-12. <br /> <br />(r) If between the date hereof and the date which is 25 days after the End of the <br />Underwriting Period for the Bonds, an event occurs which would cause the information <br />493