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statements furnished to the owner shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall fairly present the Issuer's financial condition as of the date of the statements (1) Facilitation of Transfers The Issuer hereby agrees that, upon the request of the owner of the Bonds, the Issuer shall answer questions from and furnish all documents and information requested by a potential buyer of the Bonds concerning the Issuer, the Bonds and the security therefor, and the transactions and documents related to or contemplated by the foregoing and all matters related thereto (m) Notices The Issuer hereby agrees that it shall provide timely notice to the Purchaser of any and all of the following occurrences, through and until the date upon which the Bonds have been fully repaid, redeemed and/or defeased (i) an event of default under any debt, revenue bond or obligation of the Issuer that is outstanding as of the date hereof or that is issued by the Issuer hereafter, (ii) any Material Litigation, or governmental proceeding having the effect of Material Litigation, is brought against or to include the Issuer, and (iii) any material adverse change in the Issuer's financial condition (n) Bank Qualified The Bonds are eligible for designation as "qualified tax- exempt obligations" under Section 265(b)(3) of the Tax Code (p) Waiver of Sovereign Immunity The Issuer does not enjoy any rights of immunity on the grounds of sovereign immunity in respect of its obligations under the Trust Agreement, the Agreement, this Purchase Contract, or otherwise with respect to the Bonds To the extent the Issuer has or hereafter may acquire under any applicable law any rights to immunity from legal proceedings on the grounds of sovereignty, the Issuer hereby waives, to the extent permitted by law, such rights to immunity for itself in respect of its obligations arising under or related to the Trust Agreement, the Agreement, this Purchase Contract, or otherwise with respect to the Bonds 5. Representations, Warranties and Agreements of the City (a) Due Organization The City is a municipal corporation, duly organized and validly existing under the laws of the State of California (b) Due Authorization (i) At or prior to the Closing, the City will have taken all action required to be taken by it to approve the issuance and delivery of the Bonds, (in) the City has full legal right, power and authority to enter into the Bond Documents, to perform its obligations thereunder and to carry out and effectuate the transactions contemplated thereby, (in) the execution and delivery or adoption of, and the performance by the City of the obligations contained in the Bond Documents have been duly authorized and such authorization shall be in full force and effect at the time of the Closing, (iv) this Purchase Contract constitutes a valid and legally binding obligation of the City, (v) the City has duly authorized the consummation by it of all transactions contemplated by this Purchase Contract, and (vi) when duly authenticated by the Trustee, the Bonds will constitute legally valid and binding obligations of the City, enforceable against the City in accordance with their terms except as enforcement thereof may be limited by 5 2763992 2