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<br />-10- <br />delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal <br />funds of the Purchase Price payable to the order of the Trustee. <br /> <br />8. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the <br />performance by the Successor Agency of its obligations hereunder at or prior to the Closing <br />Date and are also subject to the following conditions: <br /> <br />(a) the representations, warranties and covenants of the Successor Agency <br />contained herein shall be true and correct in all material respects as of the Closing Date; <br /> <br />(b) as of the Closing Date, there shall have been no material adverse change in <br />the financial condition of the Successor Agency; <br /> <br />(c) as of the Closing Date, all official action of the Successor Agency relating to <br />this Bond Purchase Agreement, the Disclosure Certificate and the Indenture shall be in <br />full force and effect; <br /> <br />(d) as of the Closing Date, the Underwriter shall receive the following <br />certificates, opinions and documents, in each case satisfactory in form and substance to <br />the Underwriter: <br /> <br />(i) a copy of the Indenture, as duly executed and delivered by the <br />Successor Agency and the Trustee; <br /> <br />(ii) a copy of the Irrevocable Refunding Instructions, as duly executed <br />and delivered by the Successor Agency and the 2008 Trustee; <br /> <br />(iii) a copy of the Disclosure Certificate, as duly executed and delivered <br />by the Successor Agency; <br /> <br />(iv) copies of the Municipal Bond Insurance Policy and the Reserve Fund <br />Policy; <br /> <br />(v) an opinion of Bond Counsel, dated the Closing Date and addressed to <br />the Underwriter, in the form attached as Appendix B to the Official Statement, <br />accompanied by a letter of Bond Counsel to the effect that such opinion may be <br />relied upon by the Underwriter to the same extent as if such opinion was <br />addressed to them; <br /> <br />(vi) a certificate, dated the Closing Date, of the Successor Agency <br />executed by its Executive Director (or other duly appointed officer of the <br />Successor Agency authorized by the Successor Agency by resolution of the <br />Successor Agency) to the effect that (A) there is no action, suit, proceeding or <br />investigation at law or in equity before or by any court, public board or body <br />which has been served on the Successor Agency or, to the knowledge of the <br />Successor Agency, threatened against or affecting the Successor Agency to <br />restrain or enjoin the Successor Agency’s participation in, or in any way <br />contesting the existence of the Successor Agency or the powers of the Successor <br />Agency with respect to, the transactions contemplated by this Bond Purchase <br />Agreement, the Disclosure Certificate or the Indenture, and consummation of <br />such transactions; (B) the representations and warranties of the Successor Agency <br />contained in this Bond Purchase Agreement are true and correct in all material <br />respects, and the Successor Agency has complied with all agreements and <br />covenants and satisfied all conditions to be satisfied at or prior to the Closing <br />496