Resolutions - Jersey City

2. The purchase price for the Bonds shall be an amount equal to i 00% of theprincipal amount of the Bonds. The payment of the purchase price, the delivery of the Bonds, theother actions contemplated hereby to take place at the time of such payment and delivery, hereincalled the "Closing," and as hereinafter defined in paragraph 7 hereof.3. The Bonds shall be as described in, and shall be issued and secured under theprovisions of the Local Proceedings.4. It shall be a condition (i) to the obligations ofthe Governental Unit to sell and todeliver the Bonds to the Authority, and (ii) to the obligations of the Authority to purchase, toaccept delivery of and to pay for the Bonds, that the entire issue of Bonds to be sold pursuant toParagraph 1 hereof shall be sold and delivered by the Governental Unit and purchased,accepted and paid for by the Authority at the Closing. The Authority has pledged such Bonds,when issued, as security for the payment of its Program Bonds. The Governental Unit agrees,however, to cooperate with the Authority in supplying financial and related information to TheBan of New York Mellon, Woodland Park, New Jersey, the issuer of the Letter of Creditproviding credit support for the Program Bonds (the "Ban") in order to satisfy the requirementsof the Bank that the use of the proceeds of the Program Bonds is consistent with the terms andconditions of the Letter of Credit and Reimbursement Agreement that has been executed by theBan and the Authority relative to the Program Bonds. It shall be a condition to the obligation ofthe Authority to buy the Bonds of the Govemmental Unit that such Bonds and the LocalProceedings shall have been previously approved by the Ban and its counseL.5. The Govemmental Unit hereby authorizes the Authority to use the financial andother information supplied to the Authority for the purposes of and in satisfaction of therequirements of the Essential Purose Pooled Govemmental Loan Program (the "Program").6. By virte of the execution of ths Bond Purchase Agreement, the GovemmentalUnit represents and warants to, and agrees with, the Authority and the Bank (and it shall be acondition of the obligation of the Authority to purchase and to accept delivery of the Bonds thatthe Governental Unit shall so represent and warant as of the date of Closing) that:(a) ,The Governental Unit was duly created and organzed as a politicalsubdivision of the State of New Jersey (the "State") and that the Governental Unit is authorizedto issue the Bonds, to adopt the Local Proceedings, to. perform its respective obligationsthereunder, and the Governental Unit has the power and is obligated to levy ad valorem taxesupon all the taxable real propert in the Govemmental Unit for the payment of such amounts, ifany, as the same become due, without limitation as to rate or amount;acting officers ofthe Govemmental Unit are the duly qualified and presentlythe Governental Unit;(b) The officers of(c) The Governental Unit has complied with the provisions of all laws of theState and has full power and authority to issue the Bonds and to carout and consumate alltransactions contemplated to be performed by it pursuant to this Bond Purchase Agreement, theBonds, the Local Proceedings and any and all other agreements relating hereto and thereto;37902.;03356495.1