Resolutions - Jersey City

shall have occured and be continuing under the provisions of the General Bond Resolution orthe Bonds and (ii) sufficient funds shall be available to the Authority in the Loan Fund under theGeneral Bond Resolution to purchase the Bonds.(e) At or prior to the Closing, the Governental Unit shall have performed allof its obligations required under or specified in this Bond Purchase Agreement and under theLocal Proceedings to be performed at or prior to the date of the Closing, and the Authority andthe Ban shall have received each ofthe following documents:(1) A certified copy of the record of the Local Proceedings;(2) An unqualified final approving opinion, dated the date of theClosing and addressed to the Governental Unit, the Authority and the Ban, of Bond Counselto the Governental Unit, which shall be a firm satisfactory to the Authority and the Ban,including without limitation, to the effect that (a) the Local Proceedings have been validlyauthorized, executed, and delivered and are in full force and effect, (b) that the Bonds are legal,valid and enforceable in accordance with their terms and the Local Proceedings, and (c) intereston the Bonds is excludable from gross income under the provisions of the Internal Revenue Codeof 1986, as amended, and interest on the Bonds is not includable as gross income under the NewJersey Gross Income Tax Act (P.L. 1976, c.47);(3) An opinion or opinions, dated the date of the Closing and,addressed to the Governental Unit, the Ban and the Authority, of Bond Counsel to theGovernental Unit, to the effect that (a) the Bonds have been duly authorized, executed anddelivered by the Governental Unit, (b) the Bonds are exempt securities withinthe meanng ofSection 3(a)(2) of the Securties Act of 1933, as amended and Section 304(a)(4) of the TrustIndentue Act of 1939, as amended, respectively, to the extent provided in such acts, andthat it isnot necessar in connection with the sale of the Bonds to the public to register the Bonds underthe Securties Act of 1933, as amended, or to qualify the Local Proceedings under the TrustIndentue Act of 1939, as amended, (c) ths Bond Purchase Agreement has been duly authorized,executed and delivered by, and constitutes a legal, valid and binding agreement of, theGovernental Unit and is enforceable in accordance with its terms, except to the extent that theenforcement thereof may be limited by applicable banptcy, moratorium or similar lawsrelating to the enforcement of creditors' rights. Such letter may state that it is solely for thebenefit of the Authority and the Ban;(4) An opinon, dated the date of the Closing and addressed to theGovernental Unit, the Authority and the Ban, of Counsel to the Governental Unit, to theeffect that there is no litigation pending or threatened against such Governental Unit restrainingor affecting the issuance of the Bonds;(5) A certificate or certificates, satisfactory in form and substance tothe Authority and the Ban, of a duly authorized offcer of the Governental Unit, dated as ofthe date of the Closing, to the effect that (i) each of the representations and waranties of theGovernental Unit set forth in this Bond Purchase Agreement are tre, accurate and complete asof the date of the Closing; (ii) the executed copies of this BondPurchase Agreement and the37902-003356495.1