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(8) Certificate of the City A certificate of the City dated the Closing Date and
<br />executed by a duly authorized officer of the City to the effect that:
<br />(1) The representations and warranties of the City contained in Section 7 of
<br />this Purchase Agreement are true and correct in all material respects on and as of the
<br />Closing Date as if made on the Closing Date;
<br />(ii) The information contained in the Official Statement (including any
<br />financial and statistical data contained therein, but excluding any CUSIP numbers,
<br />estimates, assumptions and expressions of opinion, or information concerning DTC and
<br />its book -entry only system) is true and correct in all material respects and the information
<br />in the Official Statement (including any financial and statistical data contained therein)
<br />do not omit any statement or information which is necessary to make the statements and
<br />information therein, in the light of the circumstances under which they were made, not
<br />misleading in any material respect;
<br />(iii) The City has duly authorized by the Resolutions, the execution and
<br />delivery of the Bonds and the City Agreements, and the taking of any and all such action
<br />as may be required on the part of the City to carry out, give effect to and consummate the
<br />transactions contemplated thereby, the Resolutions were adopted at a meetings duly
<br />noticed and at which quorums were present, and neither Resolution has been modified or
<br />amended and is in full force and effect;
<br />(iv) No consent, approval, authorization or other action by any governmental
<br />or regulatory authority having jurisdiction over the City that has not been obtained is or
<br />will be required for the issuance and delivery of the Bonds or the consummation by the
<br />City of the other transactions contemplated by the City Agreements and the Official
<br />Statement, except as such may be required for the state securities or blue sky laws;
<br />(v) The execution and delivery by the City of the City Agreements and
<br />compliance with the terms thereof, will not conflict with, or result in a violation or breach
<br />of, or constitute a default under, any lease, indenture, bond, note, resolution or any other
<br />agreement or instrument to which the City is a parry or by which it is bound, or any law
<br />or any rule, regulation, order or decree of any court or governmental agency or body
<br />having jurisdiction over the City or any of its activities or properties;
<br />(vi) The City is not in breach of or default under any applicable law or
<br />administrative regulation of the State or the United States or any applicable judgment or
<br />decree or any lease, indenture, bond, note, resolution, agreement or other instrument to
<br />which the City is a parry or is otherwise subject which breach or default would materially
<br />adversely affect the ability of the City to perform its obligations under the City
<br />Agreement, and no event has occurred and is continuing which, with the passage of time
<br />or the giving of notice, or both, would constitute such a default or an event of default
<br />under any such instrument; and
<br />(vii) Except as disclosed in the Official Statement, there is no action, suit,
<br />proceeding, inquiry or investigation, at law or in equity, before or by any court or
<br />governmental agency, public board or body pending or, to the best knowledge of the
<br />City, threatened against or affecting the existence of the City or seeking to prohibit,
<br />restrain or enjoin the issuance and delivery of the Bonds or in any way contesting or
<br />affecting the validity or enforceability of the Bonds, the City Agreements or contesting
<br />the powers of the City to enter into, adopt or perform its obligation under any of the
<br />foregoing, wherein an unfavorable decision, ruling or finding would materially adversely
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