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statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which the statements were made, not misleading (including the financial and statistical information therein); (4) a letter from Coopers & Lybrand independent certified public accountants (hereinafter referred to as the "Auditors"), dated the date hereof, which, among other matters consents to the use of the audited financial statements of the County for the fiscal year ended September 30, 1991 in the Preliminary Official Statement and the Official Statement; (5) the Resolution, certified by the County as having been duly adopted by the County and as being in effect, with such supplements or amendments as may have been agreed to by the Underwriter; (G) the Escrow Deposit Agreement duly executed by the County and the Escrow Agent; (7) a certificate of the County dated the date of Closing, signed by the Clerk to the Board of County Commissioners, to the effect that the resolution adopted by the County on November 24, 1992 relating to the Bonds has not been modified, amended or repealed; (8) specimen Bonds; (9) a Non -Arbitrage Certificate executed by the Chairman of the County dated the date of Closing; (10) the insurance policy issued by the Insurer, dated as of the closing date in the form attached as Appendix D to the Official Statement; (11) rating letters evidencing that Standard & Poor's Corporation has issued a rating of "AAA" for the Bonds and that Moody's Investors Services has issued a rating of "Aaa" for the Bonds; (12) manually signed copies of the verifications of Coopers & Lybrand verifying the adequacy of the amounts held pursuant to the Escrow Deposit Agreement; (13) other certificates of the County, as shall be listed on a Closing Memorandum to be approved by counsel for the County, Bond Counsel and the Underwriter, including any certificates or representations of the County required in order for Bond Counsel to deliver the opinions referred to in Paragraph 8(f)(1) of this Contract of Purchase; and such additional legal opinions, certificates, proceedings, instruments and other documents the Underwriter or Bond Counsel may reasonably request to evidence compliance by the County with all applicable legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the County contained herein, and the due performance or satisfaction by the County at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the County. At Closing, the Underwriter shall execute and deliver to the County, a Certificate as to Issue Price, a Certificate as to Yield and other usual Closing documents executed and presented by the Underwriter. -8-