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Riback, Silver & Wilson, a Professional Law Corporation ("Bond Counsel"), in Oakland,
<br /> California, the other documents hereinafter mentioned, and we will accept such delivery and pay
<br /> the purchase prices of the Bonds identified in Section 1 above
<br /> 4. Representations, Warranties and Agreements of the Issuer The Issuer hereby
<br /> represents, warrants and agrees with the Purchaser that
<br /> (a) Due Organization The Issuer is a public entity duly organized and validly
<br /> existing under the laws of the State of California
<br /> (b) Due Authorization (i) At or prior to the Closing, the Issuer will have
<br /> taken all action required to be taken by it to authorize the issuance and delivery of the
<br /> Bonds, (u) the Issuer has full legal right, power and authority to issue the Bonds, to enter
<br /> into the Bond Documents, to perform its obligations thereunder and to carry out and
<br /> effectuate the transactions contemplated thereby, (iii)the execution and delivery or
<br /> adoption of, and the performance by the Issuer of the obligations contained in the Bond
<br /> Documents have been duly authorized and such authorization shall be in full force and
<br /> effect at the time of the Closing, (iv) this Purchase Contract constitutes a valid and
<br /> legally binding obligation of the Issuer, (v) the Issuer has duly authorized the
<br /> consummation by it of all transactions contemplated by this Purchase Contract, and (vi)
<br /> when duly authenticated by the Trustee, the Bonds will constitute legally valid and
<br /> binding obligations of the Issuer, enforceable against the Issuer in accordance with their
<br /> terms except as enforcement thereof may be limited by bankruptcy, insolvency,
<br /> moratorium or other laws affecting the enforcement of creditors' rights generally and by
<br /> the application of equitable principles if equitable remedies are sought
<br /> (c) Consents No consent, approval, authorization, order, filing, registration,
<br /> qualification, election or referendum, of or by any person, organization, court or
<br /> governmental agency or public body whatsoever is required in connection with the
<br /> issuance, delivery or sale of the Bonds, the execution and delivery of the Bond
<br /> Documents, or the consummation of the other transactions effected or contemplated
<br /> therein or thereby, that has not been taken or obtained
<br /> (d) Internal Revenue Code The Issuer has complied with the Internal
<br /> Revenue Code of 1986, as amended, with respect to the Bonds
<br /> (e) No Conflicts To the best knowledge of the Issuer, the issuance of the
<br /> Bonds, and the execution, delivery and performance of the Bond Documents, and the
<br /> compliance with the provisions thereof do not conflict with or constitute on the part of
<br /> the Issuer a violation of or default under the Constitution of the State of California or any
<br /> existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict
<br /> with or result in any material respect in a violation or breach of, or constitute a material
<br /> default under, any agreement, indenture, mortgage, lease or other instrument to which the
<br /> Issuer is a party or by which it is bound or to which it is subject
<br /> (f) Litigation As of the time of acceptance hereof, no action, suit,
<br /> proceeding, hearing or investigation is pending or, to the best knowledge of the Issuer, 1
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