Resolutions - Jersey City

or governental agency or authority of the State and will not confict with, or result in anybreach of any of the provisions of, or constitute a default under, any agreement or instrument towhich the Governental Unit is a party or by which the Governental Unit or r:ny of itsproperties is or may be bound, nor wil such action result in any violation of the Constitution orlaws of the State relating to the establishment of the Governental Unit or the conduct of itsaffairs, or any statute, order, rule or regulation of any cour or of any Federal, state or otherregulatory agency or other governental body having jurisdiction over the Governental Unit,and all consents, approvals, authorizations and orders of any governental or regulatory agency,including but not limited to, the New Jersey Local Finance Board, which are required for theconsumation of the transactions contemplated hereby have been obtained or wil be obtainedprior to the delivery of the Bonds, and are or wil be in full force and effect;G) When delivered to and paid for by the Authority in accordance with theterms of this Bond Purchase Agreement, except insofar as the enforcement thereof may belimited by any applicable banptcy, moratorium or similar laws relating to the enforcement ofcreditors' rights, the Bonds wil be duly authorized, executed, authenticated, issued and deliveredby the Governental Unit; and wil constitute legal, valid and binding obligations of theGovernental Unit in accordance with their terms and wil be entitled to the benefit ofProceedings;the Local(k) Any certificate which is executed on behalf of the Governental Unit byany authorized officer of the Governental Unit, or by any duly appointed agent of theGovernental Unit, and delivered to the Authority or the Ban shall be deemed to be arepresentation by the Governental Unit to the Authority and the Ban as to the truth of thestatements which are made therein;(1) If between the date of this Bond Purchase Agreement and the date of theClosing, an event occurs affecting the Governental Unit, of which the Governental Unit hasknowledge, which would cause the financial and other information supplied to the Authority andthe Ban by the Governental Unit to contain an untrue statement of a material fact or to omit tostate a material fact which is required or which is necessary to. be stated therein in order to makethe statements which are made therein, in the light of the circumstances under which they weremade, not misleading, the Governental Unit shall notify the Authority and the Ban, and, if inthe reasonable opinion of the Authority or the Ban, such event requires an amendment orsupplement to such information, the Governental Unit Will amend or supplement suchinormation, at the expense of the Governental Unit, in a form and in a maner approved by theAuthority and the Ban;(m) All approvals, consents and brders of any governental authority oragency having jurisdiction in any matter, including but not limited to the Local Finance Board,. which would constitute a condition precedent to the performance by the Governental Unit of itsobligations hereunder have been obtained and are in full force and effect;(n) Notification of the issuance of Bonds by the Governental Unit has beenmade to Moody's Investors Service or Stadard & Poor's Corporation if the GovernentalUnit's obligations are then rated by either of such rating agencies;37902-003 356495.1