01-26-15 Agenda, Packet and Committee Meeting Notice

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conflict with or create a breach or default under any existing law, regulation, order or agreement to which the Issuer is subject or by which it is bound; (d) No governmental approval or authorization, other than the Ordinance, is required in connection with the sale of the Bonds to the Purchaser; (e) This Purchase Agreement and the Bonds will be at the time of the Closing Date, the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency or other similar laws generally affecting creditors' rights and subject to the exercise of judicial discretion; and (f) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer or affecting the existence of the Issuer, the titles of its officers to their respective offices or the boundaries of the Issuer, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or in any way contesting or affecting the transactions contemplated hereby or the validity or enforceability of the Bonds, the Ordinance or this Purchase Agreement or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Ordinance or the execution and the delivery of this Purchase Agreement. 3. Representations of the Purchaser. The Purchaser hereby represents, warrants, covenants, and agrees as follows: (a) The Purchase Agreement has been duly authorized and is binding upon the Purchaser in accordance with its terns. (b) The Purchaser understands that the Bonds are payable solely from the sources provided in the Ordinance on panty with the Parity Bonds and Additional Bonds (as each are defined in the Ordinance). (c) The Purchaser understands that the Bonds will not be designated by the Issuer as a "qualified tax exempt obligation" under Section 265(b) of the Internal Revenue Code. (d) The Purchaser has had the opportunity to ask for and has received such information as it deems necessary in connection with the investment in the Bonds. Prior to the purchase of the Bonds, the Purchaser has been provided with the opportunity to ask questions of and receive answers from the representatives of the Issuer concerning the terms and conditions of the Bonds, the tax status of the Bonds, the financial condition of the Issuer, legal opinions and enforceability of remedies, the security therefor, and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Issuer possesses such information or can acquire it without unreasonable effort or expense. The Purchaser is not relying on the Issuer's counsel, Frost Brown Todd LLC, for information concerning the financial status of the Issuer or the ability of the Issuer to honor its financial obligations or other covenants under the Bonds or the Ordinance. -2-