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therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (except as aforesaid); (7) A certificate of the Issuer dated the date of the Closing signed by its Chairman and County Administrator, in form and substance satisfactory to the Underwriters, to the effect that (i) the representations of the Issuer contained herein are true and correct in all material respects as of the date of Closing, as if made on the date of Closing; (ii) the Issuer has performed all obligations to be performed hereunder as of the date of Closing; (iii) the Bond Purchase Contract has been duly authorized, executed and delivered by the Issuer and constitute a valid, binding and enforceable agreement of the Issuer in accordance with their terms; (iv) the Resolution has been duly and lawfully adopted by the Issuer, is in full force and effect, has not been modified, amended or repealed and constitutes a legal, valid and binding special obligation of the Issuer, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally; (v) the Bonds have been duly authorized, executed and delivered by the Issuer and constitute valid and binding special obligations of the Issuer, enforceable in accordance with their terms and the terms of the Resolution subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally, are entitled to the benefits and security of the Resolution and the Act and are payable from and secured by the Pledged Funds; (vi) except as disclosed in the Official Statement no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Bonds, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, or this Bond Purchase Contract, (C) in any way contesting the corporate existence or powers of the Issuer, (D) which may result in any material adverse change in the business, properties, assets or financial condition of the Issuer, or (F) asserting that the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; (vii) since September 30, 1995, no material and adverse change has occurred In the financial position of the Issuer except as set forth in or contemplated by the Official Statement; and (viii) the Nearly Final Official Statement did not, as of its date, and the Official Statement did not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; (8) Three (3) copies of the Official Statement executed on behalf of the Issuer by its Chairman and County Administrator. (9) An insurance policy of the Insurer, insuring payment when due, of all regularly scheduled payments of principal of and interest on the Bonds of the ("the "Insurance Policy") Insurer all as contemplated by the Official Statement; (10) Evidence that Moody's Investors Service has issued a Aaa rating for the Bonds, that Standard & Poor's Corporation has issued a AAA rating for the Bonds, and that such ratings are in full force and effect as of the date of Closing; (11) A certificate executed by the appropriate officer of the Issuer, dated the date of Closing, satisfactory to Bond Counsel setting forth the facts, estimates and circumstances which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning 10