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<br />the Authority and the Trustee, as Escrow Bank, and this Purchase Contract (collectively, the
<br />"Authority Documents").
<br />
<br />(b) By official action of the Authority prior to or concurrently with the
<br />acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official
<br />Statement and the distribution of the Official Statement (including in electronic form), and has duly
<br />authorized and approved the execution and delivery of, and the performance by the Authority of the
<br />obligations on its part contained, in the Authority Documents. When executed and delivered, each
<br />Authority Document will constitute the legal, valid and binding obligation of the Authority
<br />enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy,
<br />insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting
<br />creditors' rights generally.
<br />
<br />(c) Prior to the date hereof, the Authority has provided to the Underwriter for its
<br />review the Preliminary Official Statement that an authorized officer of the City has deemed final for
<br />purposes of Rule 15cZ-IZ, has approved the distribution of the Preliminary Official Statement and
<br />the Official Statement and has duly authorized the execution and delivery of the Official Statement
<br />(including in electronic form). The Preliminary Official Statement, at the date thereof, did not
<br />contain any untrue statement of a material fact or omit to state any material fact necessary to make
<br />the statements therein (other than the information relating to the financial guaranty insurance policy,
<br />the Insurer and The Depository Trust Company and its book-entry system, as to which no view is
<br />expressed), in the light of the circumstances under which they were made, not misleading. At the
<br />date hereof and on the Closing Date, the Final Official Statement did not and will not contain any
<br />untrue statement of a material fact or omit to state any material fact necessary to make the statements
<br />therein (other than the information relating to the financial guaranty insurance policy, the Insurer and
<br />The Depository Trust Company and its book-entry system, as to which no view is expressed), in the
<br />light of the circumstances under which they were made, not misleading. The Authority hereby
<br />covenants and agrees that, within seven business days from the date hereof, the Authority shall cause
<br />a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity
<br />to comply with paragraph (b)(4) of Rule 15cZ-12 and Rules of the Municipal Securities Rulemaking
<br />Board.
<br />
<br />(d) To the best knowledge of the undersigned officer of the Authority, the
<br />execution and delivery by the Authority of the Authority Documents and the approval and execution
<br />by the Authority of the Official Statement and compliance with the provisions on the Authority's part
<br />contained in the Authority Documents, will not conflict with or constitute a breach of or default
<br />under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to,
<br />which conflict, breach or default has or may have a material adverse effect on the ability of the
<br />Authority to carry out its obligations under the Authority Documents, nor will any such execution,
<br />delivery, adoption or compliance result in the creation or imposition of any material lien, charge or
<br />other security interest or encumbrance of any nature whatsoever upon any of the properties or assets
<br />of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by
<br />the Authority Documents.
<br />
<br />(e) The Authority will advise the Underwriter promptly of any proposal to amend
<br />or supplement the Official Statement and will not effect or consent to any such amendment or
<br />supplement without the consent of the Underwriter, which consent will not be unreasonably
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<br />DOCSOC\1014263v4\22452.0102
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