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executed, certified or otherwise verified, dated as of the date of the Closing, and in such form and quantity as shall be satisfactory to Bond Counsel ("Bond Counsel") and the Purchaser: 1. Certified copies of the Issuer's Ordinance No. 83-46 and Resolutions No. 84-48 (Series No. 1) and 85-36 and 85-62 (Series No. 2) authorizing issuance of the Bonds including any amendments and supplements thereto (the "Resolutions"), and its minutes authorizing the Issuer's execution and delivery of this agreement, all as may be amended and supplemented. 2. Customary closing certificates, including those confirming that there is no litigation pending or, to the Issuer's knowledge, threatened (either in state or federal courts) to restrain or enjoin the assignment to the Purchaser, or the modification of the Bonds or the collection of the special assessments pledged to pay the principal of the interest on the Bonds (the "Special Assessments") or in any manner questioning the proceedings or authority under which the Bonds are issued or affecting the validity thereof or of any provisions made or authorized for their payment or affecting the existence of the Issuer or the title of its present officers or any of them to their respective offices, or contesting the validity of this agreement, and such other closing certificates as shall be reasonably requested. 3. The approving opinion of Bond Counsel, addressed to the Issuer and Purchaser and dated the date of the Closing satisfactory to the Purchaser. 4. Counsel to the Purchaser, Foley & Lardner (or any other firm selected by the Purchaser) must be satisfied with all closing documents. 5. An opinion of the Issuer's Counsel, addressed to the Issuer, to Bond Counsel, to the Bank and to the Purchaser and dated the date of the Closing, to the effect that the assignment and modification of the Bonds, under circumstances contemplated hereby, do not and will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any existing law, regulation, court order or consent decree to which the Issuer is subject; and that no litigation or proceeding is pending or, to the best of the knowledge of Issuer's Counsel, threatened against the Issuer to restrain or enjoin the assignment or modification of the Bonds, as contemplated hereby. 6. Such other documents, certificates and information, the request for which by the Bank or the Purchaser shall be reasonable in light of the circumstances. The Issuer shall be responsi'ile for paying the fees and expenses of its Bond Counsel, and Purchaser's legal costs as shown in Exhibit C. This agreement may be terminated by the Bank of behalf of the Purchaser in writing prior to the Closing if any of the following shall occur: (i) (a) legislation shall have been enacted by Congress, or introduced in Congress, or recommended to Congress for passage by the President of the United States or the United States Department of the Treasury of the Internal Revenue Service or