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conveyance and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein. (C) The Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. (D) As a result of the deposit and application of a portion of the proceeds of the Certificates with the trustee for the 1993 Certificates on the Closing Date, and relying on the report of the Verification Agent as to the sufficiency of the amount so deposited for such purposes, the 1993 Certificates and the obligations of the City represented thereby have been deemed paid in full and are no longer outstanding under and within the meaning of the trust agreements under which the 1993 Certificates have been delivered. (vi) the Official Statement, executed on behalf of the City; (vii) evidence that the Certificates have been rated "Aaa" by Moody's Investors Service and "AAA" by Standard & Poor's Ratings Services; (viu) a certificate, dated the date of Closing, signed by a duly authorized officer of the Agency satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Agency contained in this Purchase Contract are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Agency, and the Agency has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Agency at or prior to the date of Closing; (ii) to the best of such officer's knowledge, no event affecting the Agency has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to the Insurer, the financial guaranty insurance policy, the debt service reserve fund surety bond, and The Depository Trust Company and its book -entry system) did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) to the best of its knowledge after reasonable investigation, the Agency is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would have a material adverse impact on the Agency's 11