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<br />(x)legislation shall be enacted by the Congress of the United States, or a
<br />decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or
<br />official statement by, or on behalf of, the Securities and Exchange Commission or any other
<br />governmental agency having jurisdiction of the subject matter shall be issued or made to the effect
<br />that the authentication, delivery, offering or sale of obligations of the general character of the Bonds,
<br />or the authentication, delivery, offering or sale of the Bonds, including all underlying obligations, as
<br />contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that
<br />obligations of the general character of the Bonds, or the Bonds, are not exempt from registration
<br />under,any provision of the federal securities laws, including the Securities Act of 1933, as amended
<br />and as then in effect, or that the Indenture needsto be qualified under the Trust Indenture Act of
<br />1939, as amended and as then in effect; or
<br />(xi)the commencement of any action, suit or proceeding, inquiry or
<br />investigation, at law or in equity, before or by any court, government agency, public board or body,
<br />is pending or, to the best knowledge of the Agencyafter due investigation, threatened: (i) in any way
<br />questioning the corporate existence of the Agencyor the titles of the officers of the Agencyto their
<br />respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the
<br />authentication or delivery of any of the Bonds, or in any way contesting or affecting the validity of
<br />the Bonds, the AgencyDocuments or the consummation of the transactions contemplated thereby or
<br />contesting the powers of the Agencyto enter into the AgencyDocuments; (iii) which, except as
<br />described in the Official Statement, may result in any material adverse change to the financial
<br />condition of the Agencyor to its ability to pay debt service on the Bonds when due; or (iv) contesting
<br />the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
<br />supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
<br />Statement contained any untrue statement of a material fact or omitted to state any material fact
<br />required to be stated therein or necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading, which, in the reasonable judgment of
<br />the Underwriter, materially adversely affects the market price of the Bonds.
<br />(d)Closing Documents. At or prior to the Closing, the Underwritershall receive
<br />with respect to the Bonds (unless the context otherwise indicates) the following documents; provided
<br />that the acceptance of the Bonds by the Underwriteron the Closing Date shall conclusively evidence
<br />the satisfaction of the requirements of this subsection (d) or the waiver by the Underwriterof any
<br />discrepancies in documents which are not in strict conformity with the requirements of this
<br />subsection (d):
<br />(i)Bond Opinion. An approving opinion of Bond Counsel dated the date
<br />of the Closing and substantially in the form appended to the Official Statement, together with a letter
<br />from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that
<br />the approving opinion may be relied upon by the Underwriterto the same extent as if such opinion
<br />were addressed to them;
<br />(ii)Supplemental Opinion. A supplemental opinion or opinions of Bond
<br />Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and
<br />dated the date of the Closing substantially to the following effect:
<br />(A)The Purchase Agreement has been duly authorized, executed
<br />and delivered by the Agencyand is a valid and binding agreement of the Agency;
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