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(11) A certificate signed by the Chairman or Vice <br />Chairman and Clerk of the Issuer, dated the Closing <br />Date, to the effect that (i) the representations and <br />warranties of the Issuer herein are true and correct in <br />all material respects as if made on the Closing Date; <br />(ii) the Resolution and the Rate Ordinance have not <br />been amended or supplemented, except as consented to in <br />writing by the Underwriter, and are in full force and <br />effect; (iii) the Instruments have been entered into <br />and are in full force and effect; <br />(12) An arbitrage certificate in compliance with the <br />Internal Revenue Code of 1986, as amended, dated the <br />Closing Date, signed by the Chairman or Vice Chairman <br />of the Issuer; <br />(13) A copy of the Resolution and the Rate Ordinance, <br />as adopted by the Issuer, duly certified by the Clerk <br />of the Issuer as of the Closing Date; <br />(14) Executed copies of the other Instruments inform <br />approved by the Issuer with only such changes as are <br />satisfactory to the Underwriter; <br />(15) Written evidence that Standard & Poor's <br />Corporation has issued a rating of "AAA" on the Bonds, <br />and that Moody's Investor Service has issued a rating <br />of "Aaa" on the Bonds, and such rating shall still be <br />in effect with respect to the Bonds, shall not have <br />been downgraded or withdrawn and the documents delivered <br />on the Closing Date shall satisfy the conditions to the <br />continuance of such ratings; and <br />(16) Such additional legal opinions, certificates, <br />proceedings, instruments and other documents as the <br />Underwriter or Bond Counsel may reasonably request to <br />evidence (i) compliance with legal requirements, (ii) <br />the truth and accuracy, on the Closing Date, of the <br />representations and warranties contained herein and in <br />the Official Statement, and (iii) the due performance <br />or satisfaction by the Issuer on or prior to the <br />Closing Date of all agreements then to be performed and <br />all conditions then to be satisfied by the Issuer. <br />All the opinions, letters, certificates, instruments and other <br />documents mentioned above or elsewhere in this Bond Purchase <br />Agreement shall be deemed to be in compliance with the provisions <br />hereof if, but only if, they are in form and substance satisfactory <br />to the Underwriter and its counsel. <br />10 <br />