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11 <br />counsel to the Agency and others, and their examination of certain documents, no information has <br />come to the attention of the attorneys in the firm rendering legal services in connection with the <br />issuance of the Bonds which would lead them to believe that the Official Statement as of its date and <br />as of the Closing Date contained any untrue statement of a material fact or omitted to state any <br />material fact necessary to make the statements therein, in light of the circumstances under which <br />they were made, not misleading (except that no opinion or belief need be expressed as to the <br />Appendices to the Official Statement; financial, engineering, and demographic data or statistical <br />forecasts, projections, estimates, assumptions and expressions of opinions; information about the <br />book-entry only system and The Depository Trust Company; and statements relating to the treatment <br />of the Bonds or the interest, discount or premium related thereto for tax purposes under the law of <br />any jurisdiction contained in the Official Statement); <br />(vii)Trustee Counsel Opinion. The opinion of counsel to the Trustee, <br />dated the date of the Closing, addressed to the Underwriter, in form and substance satisfactory to the <br />Underwriterand to Bond Counsel; <br />(viii)AgencyCertificate. A certificate of the Agency, dated the date of the <br />Closing, signed on behalf of the Agencyby the Executive Directoror other duly authorized officer of <br />the Agencyto the following effect: <br />(A)The representations, warranties and covenants of the Agency <br />contained herein are true and correct in all material respects on and as of the date of the Closing as if <br />made on the date of the Closing and the Agencyhas complied with all of the terms and conditions of <br />this Purchase Agreement required to be complied with by the Agencyat or prior to the date of the <br />Closing; and <br />(B)No event affecting the Agencyhas occurred since the date of <br />the Official Statement which has not been disclosed therein or in any supplement or amendment <br />thereto which event should be disclosed in the Official Statement in order to make the statements <br />therein, in the light of the circumstances under which they were made, not misleading; <br />(ix)Trustee’s Certificate. A certificate of the Trustee, dated the date of <br />Closing, in form and substance acceptable to the Underwriterand Bond Counsel; <br />(x)Fiscal Consultant’s Certificate. A certificate of [Fiscal Consultant], <br />dated the date of the Closing, in form and substance acceptable to the Underwriter, consenting to the <br />inclusion of such firm’s Fiscal Consultant’s Report in the Preliminary Official Statement and the <br />Official Statement, and certifying as to the accuracy of APPENDIXB—“FISCAL CONSULTANT’S <br />REPORT” and the information in the Official Statement under the caption“PROJECT AREA”and <br />“TAX REVENUES AND DEBT SERVICE COVERAGE”attributed to the Fiscal Consultant, and <br />stating that to the best of such firm’s knowledge, but withouthaving conducted any investigation <br />with respect thereto, nothing has come to such firm’s attention between the date of such report and <br />the date hereof which would materially alter any of the conclusions set forth in such reportand <br />information attributed to the Fiscal Consultant contained in the Official Statement;[caption names to <br />be confirmed]