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<br />(c)Official Statement, Accurate and Complete. The Preliminary Official
<br />Statement was as of its date, and the Official Statementis, and at all times subsequent to the date of
<br />the Official Statementup to and including the Closing will be, true and correct in all material
<br />respects, and the Preliminary Official Statement and the Official Statementdo not contain and up to
<br />and including the Closing will not contain a misstatement of any material fact and do not, and up to
<br />and including the Closing will not omit any statement necessary to make the statements contained
<br />therein, in the light of the circumstances in which such statements were made, not misleading
<br />(except that this representation does not include statements under the captions “2014BONDS—
<br />Annual Debt Service Schedule,” statements under the caption “CONCLUDING INFORMATION—
<br />Tax Matters” that summarize the State and federal tax law, and information relating to [the Insurer,]
<br />The Depository Trust Company or the book-entry only system).[caption names to be confirmed]
<br />(d)Underwriter’s Consent to Amendments and Supplements to Official
<br />Statement. The Agencywill advise the Underwriterpromptly of any proposal to amend or
<br />supplement the Official Statement and will not effect or consent to any such amendment or
<br />supplement without the consent of the Underwriter, which consent will not be unreasonably
<br />withheld. The Agencywill advise the Underwriterpromptly of the institution of any proceedings
<br />known to it by any governmental agency prohibiting or otherwise affecting the use of the Official
<br />Statement in connection with the offering, sale or distribution of the Bonds.
<br />(e)No Breach or Default. As of the time ofacceptance hereof and as of the time
<br />of the Closing, except as otherwise disclosed in the Official Statement, the Agencyis not and will
<br />not be in breach of or in default under any applicable constitutional provision, law or administrative
<br />rule or regulation of the State or the United States, or any applicable judgment or decree or any trust
<br />agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
<br />which the Agencyis a party or is otherwise subjectwhich breach or default has or will have a
<br />material adverse effect on the Agency’s ability to perform its obligations under the Agency
<br />Documents, and no event has occurred and is continuing which, with the passage of time or the
<br />giving of notice, or both, would constitute such a default or event of default under any such
<br />instrument; and, as of such times, except as disclosed in the Official Statement, the authorization,
<br />execution and delivery of the AgencyDocuments, and compliance with the provisions of each of
<br />such agreements or instruments do not and will not in any material respect conflict with or constitute
<br />a breach of or default under any applicable constitutional provision, law or administrative rule or
<br />regulation of the State or the United States or any applicable judgment, decree, license, permit, trust
<br />agreement, loan agreement, bond, note, resolution, ordinance agreement or other to which the
<br />Agency(or any of its officers in their respective capacities as such) is subject, or by which it or any
<br />of its properties is bound, nor will any such authorization, execution, delivery or compliance result in
<br />the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of its assets or properties or under the terms ofany such law, regulation or
<br />instrument, except as may be provided by the AgencyDocuments.
<br />(f)No Litigation. As of the time of acceptance hereof and the Closing, except as
<br />disclosed in the Official Statement, there is no action, suit, proceeding, inquiry orinvestigation, at
<br />law or in equity, before or by any court, government agency, public board or body, pending and
<br />notice of which has been received by the Agency or to the best of the Agency’s knowledge
<br />threatened: (i)in any way questioning the corporate existence of the Agencyor the titles of the
<br />officers of the Agencyto their respective offices; (ii)affecting, contesting or seeking to prohibit,
<br />restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any
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