Letter of Agreement for Purchase

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note, resolution, agreement or other instrument to which the City is a party or is otherwise subject and in connection with which the City is obligated to make payments from its own funds, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument the consequence of which could be the materially and adversely affect the performance of the City under the City Documents. (h) The City will deliver all opinions, certificates, letters and other instnunents and documents reasonably required by the Purchaser and this Agreement. (i) Any certificate of the City delivered to the Purchaser shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein. (j) As of the time of acceptance hereof and as of the Closing Date the City does not and will not have outstanding any indebtedness which is secured by a lien on the City's general fund except as disclosed to the Purchaser. (k) The financial statements of, and other financial information regarding the City delivered to the Purchaser fairly present the financial position and results of the operations of the City as of the dates and for the periods therein set forth and the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. (1) Between the date of this Agreement and the date of Closing Date, the City will not, without tlie prior written consent of the Purchaser, offer or issue any certificates, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, secured by a lien on the City's general fund. 6. Conditions Precedent to the Closing. Other conditions precedent to the Closing are: (a) The delivery by the City of a certified copy of(i) the resolution of the City Council authorizing the execution and delivery by the City of the Site and Facility Lease and the Lease Agreement, together with an incumbency certificate of the City, and (ii) the resolution of the Board of Directors of the Authority authorizing the execution and delivery by the Authority of the Site and Facility Lease, the Lease Agreement and the Assignment Agreement, together with an incumbency certificate of the Authority; (b) The delivery by the City of the fully executed Site and Facility Lease, Lease Agreement and Assignxnent Agreement in form and substance acceptable to the Purchaser; (c) The execution and delivery by the City of an Internal Revenue Service Form 8038-G in a form acceptable to Special Counsel and the Purchaser; (d) Delivery of a legal opinion addressed to the City and the Purchaser, dated the Closing Date, of Nossaman LLP, as 5pecial Counsel, with respect to (i) the validity and enforceability of the Lease Agreement, the Site and Facility Lease, and the Assignment Agreement by and against the City and the Authority (as applicable), (ii) the tax-exempt status of the interest component of -4- 338801_2.DOC