Resolutions - Jersey City

certified copies of the Local Proceedings are true, correct and complete copies of suchdocuments and same have not been modified, amended, superseded or rescinded, and remain infull force and effect as of the date of the Closing; (iii) the Bonds have been duly authorized,executed and delivered by the Governental Unit; (iv) this Bond Purchase Agreement and anyand all other agreements and documents required to be executed and delivered by theGovernental Unit in order to cary out, give effect to and consumate the transactions whichare contemplated hereby have each been duly authorized, executed and delivered by or on behalfof the Governental Unit, and as of the date of the Closing, each is in full force and effect; (v)no litigation is pending or threatened to restrain or enjoin the issuance or sale of the Bonds or inany way contesting the vålidity or affecting the authority for the issuance of the Bonds, theauthorization, execution or performance of the Local Proceedings, this Bond PurchaseAgreement or the existence or powers of the Governental Unit; (vi) no fuher authorization,approval, consent or other order of any governental authority or agency, or of any other entityor person (or persons) is required for the valid authorization, execution and delivery ofthe Bondsor of the Local Proceedings, this Bond Purchase Agreement or any other agreement orinstruent to which the Governental Unit is a pary and which is used in the consumation ofthe transactions which are contemplated by this Bond Purchase Agreement; and (vii) theauthorization, execution and delivery of the Bonds, the Local Proceedings, this Bond PurchaseAgreement and any other agreement or instruent to which the Governental Unit is a pary andwhich is used in the consumation of the transactions which are contemplated by this BondPurchase Agreement and the fulfillment of the terms and provisions of said agreements andinstruents by the Governental Unit will not (a) to the best of the knowledge of suchauthorized offcer, confict with, violate or result in a breach of any law or any administrativeorder, regulation or decree applicable to the Governental Unit, or (b) confict with, or result ina breach of, or constitute a default under, any indenture; mortgage, deed of trust, agreement or.other instruent to which the Governental Unit is a par, or by which it is bound or any order,rule or regulation applicable to the Governental Unit orany cour or other governental body;(6) An unqualified opinion of Bond Counsel to the Authorityaddressed to the Authority and the Ban to the effect that the purchase of the Bonds by theAuthority, the use of the proceeds thereof by the Governental Unit and the pledge of the Bondsunder the General Bond Resolution complies in all respects with the provisions of the GeneralBond Resolution and does not adversely affect the exemption from Federal income taxation ofthe interest on the Authority's Program Bonds and covering such other matters as the Ban mayreasonably request; and(7) An arbitrage certificate, in form and substance satisfactory to BondCounsel to the Authority, executed by authorized officers of the Governental Unit; and(8) Such additional legal opinons, certificates, instruents and otherdocuments as the Authority or the Ban may reasonably request to evidence the truth andaccuracy, as of the date hereof and as of the date of the Closing, of the Governental Unit'srepresentations, waranties and covenants contaied herein and the due performance orsatisfaction by the Governental Unit, at or prior to the Closing, of all agreements then to beperformed and all conditions then to be satisfied by the Governental Unit.37902-003356495.1