4/24/12 - Barnegat Township School District

(5) an executed copy of the Disclosure Certificate;
(6) a tax certification of the Board executed by the Board Secretary, pursuant
to applicable provisions of the Code and the regulations promulgated thereunder, as to the reasonable
expectations of the Board as to the use, application and investment of proceeds of the Bonds;
(7) a certificate or certificates, satisfactory in form and substance to the
Underwriter, of the Board President or Board Vice President and Business Administrator/Board Secretary,
dated the date of Closing, to the effect that: (i) each of the representations and warranties of the Board set
forth in this Purchase Contract are true, accurate and complete as of the date of the Closing; (ii) the copies of
this Purchase Contract, the Refunding Bond Ordinance and Resolution are true, correct and complete copies
of such documents and the same have not been modified, amended, superseded or rescinded and remain in
full force and effect as of the date of Closing; (iii) the Bonds have been duly authorized, executed and
delivered by the Board; (iv) this Purchase Contract, the Official Statement, the Refunding Bond Ordinance
and the Resolution and any and all other agreements and documents required to be executed and delivered
by the Board in order to carry out, give effect to and consummate the transactions contemplated hereby and
as described in the Official Statement have been duly authorized, executed and delivered by the Board and,
as of the date of the Closing, each is in full force and effect; (v) no action, suit, proceeding, inquiry or
investigation is pending or, to the best of their knowledge, threatened to restrain or enjoin the issuance, sale
or delivery of the Bonds, affecting the collection of taxes by the Township of Barnegat on behalf of the
Board or in any way contesting the validity or affecting the authority for the issuance of the Bonds, the
authorization, execution or compliance with the Refunding Bond Ordinance, this Purchase Contract, the
Resolution or the existence or powers of the Board; (vi) no authorization, approval, consent or other order of
any governmental authority or agency, or of any other entity or person (or persons) is required for the valid
authorization, execution and delivery of the Bonds or of this Purchase Contract or any other agreement or
instrument to which the Board is a party and which is used in the consummation of the transactions
contemplated by this Purchase Contract; (vii) the authorization, execution and delivery of the Bonds, the
Official Statement, this Purchase Contract, the Refunding Bond Ordinance, the Resolution and any other
agreement or instrument to which the Board is a party and which is used in the consummation of the
transactions contemplated by this Purchase Contract and the fulfillment of the terms and provision of said
agreements and instruments by the Board will not to the best of their knowledge (a) conflict with, violate or
result in a breach of any law or any administrative regulation or decree applicable to the Board, or (b)
conflict with, or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust,
agreement, document or other instrument to which the Board is a party or by which it is bound, or any order,
rule or regulation applicable to the Board of any court or other governmental body; (viii) the information in
the Preliminary Official Statement and Official Statement relating to the Board and its operations is accurate
in all material respects and does not omit to state a material fact that is necessary to make the statements
made therein, in light of the circumstances under which they were made, not misleading; (ix) based upon
their participation in the preparation of the Preliminary Official Statement and Official Statement, but
without having undertaken to verify the accuracy or completeness of the Preliminary Official Statement or
Official Statement (other than the information relating to the Board and its operations), as of the date hereof
and as of the Closing, nothing has come to their attention which would lead them to believe that the
information in the Preliminary Official Statement or Official Statement pertaining to the Board and its
operations contains any untrue statement of a material fact or omits to state a material fact that is necessary
to make the statements made therein, in light of the circumstances under which they were made, not
misleading; and (x) there has been no material and/or adverse change in the financial position or
operations of the Board since June 30, 2011 other than as previously disclosed to the Underwriter;
satisfactory for filing;
(8) Internal Revenue Service Form 8038-G, executed by the Board in form
Barnegat Township Board of Education Meeting Minutes
April 24, 2012 79