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<br />Counsel, the Issuer has full legal right, power and authority pursuant to the Constitution and laws
<br />of the State, including the Act, to issue bonds for the purposes stated in the Indenture, to enter
<br />into this Purchase Agreement, the Indenture and the Loan Agreement, to pledge the trust estate as
<br />defined in the Indenture and as described in the Official Statement, and to loan the proceeds of
<br />the Series 2020 Bonds to the Borrower to be applied to the purposes stated in the Indenture.
<br />(iii)To the knowledge of the persons executing this Purchase Agreement on behalf of
<br />the Issuer, execution and delivery of this Purchase Agreement does not, and the adoption of the
<br />Resolution and the execution and delivery of the Series 2020 Bonds, the Indenture, the Loan
<br />Agreement, and compliance with the provisions of each of them, under the circumstances
<br />contemplated thereby, will not, in any material respect, conflict with or constitute on the part of
<br />the Issuer a breach of or default under any other agreement or instrument to which the Issuer is a
<br />party or any existing law, administrative regulation, court order or consent decree to which the
<br />Issuer is subject.
<br />(iv)With respect to such matters that are preconditions to the issuance of the Series
<br />2020 Bonds that are identified in the Act and the Indenture, the Issuer has, to its knowledge, and
<br />at the date of the Closing will have, in all respects complied therewith.
<br />(v)To the knowledge of the persons executing this Purchase Agreement on behalf of
<br />the Issuer, all approvals, consents and orders of any governmental authority, board, agency,
<br />council, commission or other body in or of the Issuer or the State having jurisdiction which would
<br />constitute a condition precedent to the performance by the Issuer of its obligations hereunder and
<br />under the Indenture and the Series 2020 Bonds, have been obtained or, if not, will be obtained at
<br />the time of or prior to the Closing (provided no representation or warranty is expressed as to any
<br />action required under federal or state securities or Blue Sky laws in connection with the purchase
<br />of the Series 2020 Bonds by the Underwriter).
<br />(vi)The City Council of the Issuer, on May 13, 2020, (a) held a public hearing with
<br />respect to the issuance of the Bonds in accordance with the provisions of the Act and the Code
<br />and (b) duly adopted a resolution (the “Resolution”) authorizing the issuance, execution, delivery
<br />and performance of the Series 2020 Bonds, the Indenture, the Loan Agreement, and this Purchase
<br />Agreement.
<br />(vii)To the knowledge of the persons executing this Purchase Agreement on behalf of
<br />the Issuer, no litigation is pending or, to the actual knowledge of the Issuer, threatened
<br />(A) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds or the
<br />application of proceeds of the Series 2020 Bonds as provided in the Indenture or the collection of
<br />revenues of the Issuer pledged under the Indenture, (B) in any way contesting or affecting any
<br />authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds, the
<br />Resolution, the Indenture, the Loan Agreement, or this Purchase Agreement, or (C) in any way
<br />contesting the existence or powers of the Issuer.
<br />(viii)The Issuer Portion of the Preliminary Official Statement was, as of its date, and
<br />is, as of this date, “final” within the meaning of paragraph (b)(1) of the Rule.
<br />(b)The Borrower represents, warrants, and agrees with the Underwriter as follows:
<br />(i)The Borrower approves the distribution and use of the Official Statement. The
<br />statements and the information set forth in the Official Statement concerning the Borrower and its
<br />operations, the Project (including estimated sources and uses of funds), and the Borrower’s
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