55B - RESO - WARNER ASSESSMENT DISTRICT

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registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the City as provided in the Fiscal Agent Agreement and with the facsimile seal of the City printed thereon, and (ii) to the Underwriter, at the offices of Best, Best & Krieger LLP, San Diego, California, the other documents herein mentioned; and the Under writer shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to as the "Closing "). The Bonds, as so registered, shall be made available to the Underwriter for inspection not later than the second to last business day before the Closing Date. The City acknowledges and agrees that (i) the reoffering and purchase of the Bonds pursuant to this Bond Purchase Agreement is an arm's - length commercial transaction between the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters), and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. 2. Representations, Warranties and Agreements of the Cites The City represents, warrants and covenants to and agrees with the Underwriter that: (a) Due Organization and Existence. The City is a municipal corporation duly organized and validly existing under the laws of the State of California and has, and at the Closing Date will have, fail legal right, power and authority (i) to execute, deliver and perform its obligations under this Bond Purchase Agreement, the Fiscal Agent Agreement, and the Continuing Disclosure Agreement (collectively, the "City Documents ") and to carry out all transactions contemplated by each of the City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution and Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Official Statement and the City Documents; (b) Compliance with Laws and Agreements. The City has complied, and at the Closing Date will be in compliance, in all material respects, with the City Documents; and an immaterial compliance therewith by the City, if any, will not impair the ability of the City to carry out, give effect to or consurmnate the transactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City contained in the City Documents; (c) Lase Adoption and Enforceability. The City has, or prior to the Closing Date, will have, duly and validly: (i) adopted the Resolution and approved and authorized the execution and delivery of the Bonds, the City Documents, and any other applicable agreements; and (ii) authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, the Bonds and the City Documents; and at the Closing Date (assuming due authorization, execution and delivery by the respective other parties thereto, 55B -123