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undertaken to determine independently the accuracy, <br />completeness or fairness of the statements contained in <br />the Official Statement based upon their participation <br />as counsel to the Underwriter in their preparation of <br />the Official Statement, and as of the Closing Date, <br />such counsel has no reason to believe that the Official <br />Statement as of its date contained any untrue statement <br />of a material fact or omitted to state a material fact <br />necessary to make the statement therein, in the light <br />of the circumstances under which they were made, not <br />misleading (except for any economic, financial, <br />technical and statistical data included therein and <br />information contained in or summarized from summary <br />reports of engineers included therein, as to which no <br />view need be expressed), or that the Official Statement <br />(together with any amendments or supplements thereto) <br />as of the Closing Date contains any untrue statement of <br />a material fact or omits to state a material fact <br />necessary to make the statement therein, in the light <br />of the circumstances under which they were made, not <br />misleading (except as aforesaid); <br />(iv) A certificate, dated the Closing Date, of the <br />Chairman of the Board of the Issuer to the effect that <br />(1) the representations and warranties of the Issuer <br />contained herein are true and correct on and as of the <br />Closing Date as if made on such date, (2) no litigation <br />is pending or, to the best of his knowledge, threatened <br />in any court challenging the creation, organization or <br />existence of the Issuer, or seeking to restrain or <br />enjoin the issuance or delivery of any of the Bonds, or <br />in any way contesting or affecting the validity of the <br />Bonds, the Resolution or the pledge thereof of any <br />funds, moneys or securities under the Resolution, or in <br />any way contesting or affecting the validity of this <br />Agreement or any other transaction contemplated by this <br />Agreement or the Official Statement, and that, except <br />as described in the Official Statement, there is no <br />litigation pending or, to the best of his knowledge, <br />threatened against the Issuer or involving any of the <br />property or assets under the control of the Issuer <br />which involves the possibility of any judgment or <br />liability, not fully covered by insurance, which may <br />result in any material adverse change in the business, <br />properties or assets or in the condition, financial or <br />otherwise, of the Issuer, which certificate shall be in <br />the form and substance acceptable to the Underwriter <br />(but in lieu of a portion of such paragraph (2), the <br />Underwriter may in its sole discretion accept opinions <br />by counsel to the Issuer and by Bond Counsel, <br />acceptable to the Underwriter in form and substance, <br />that in the opinions of each such counsel, the issues <br />raised in any such pending or threatened litigation are <br />without substance or that the contentions of any <br />10 <br />