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(5) the City's certificate, dated the date of Closing, signed by the Mayor and the Clerk
<br /> of the City, to the effect that: (a) the representations of the City herein are true and correct
<br /> � in all material res ects as of the date of Closin
<br /> p g; (b) no litigation is pending or, to their
<br /> lmowledge, threatened (i) to restrain or enjoin the issuance or delivery of any of the Bonds
<br /> or the collection of the Unrestricted Receivables pledged under the Master Indenture (ii) in
<br /> any way contesting or affecting the authority for the issuance of the Bonds or the validity
<br /> of the Bonds, the Bond Indenture, the Master Indenture, the Loan Agreement, the Note, the
<br /> Second Supplemental Indenture, this Purchase Contract, or the Letter of Representation ad-
<br /> dressed to the City, or (iii) in any way contesting the existence or powers of the City; (c)
<br /> to the best of their knowledge, no event affecting the City has occurred since the date of
<br /> the O�cial Statement that should be .disclosed in the O�cial Statement for the purpose for
<br /> which it is to be used or that is necessary to make the statements and information therein
<br /> relating to the City not misleading in any material respect; and (d) the Bond Indenture,
<br /> the Loan Agreement and the Second Supplemental Indenture have been duly authorized,
<br /> executed and delivered by the City;
<br /> (6) the Corgoration's certificate, signed by the Chairman or President of the Corporation,
<br /> to the effect that (a) subsequent to the date of the financial statements included in the Official
<br /> Statement, the Corporation has not incurred any material liabilities, direct or contin�ent, nor
<br /> has there been any material adverse change in the financial position, results of operation,
<br /> or condition of the Corporation that is not described in the Official Statement, whether or
<br /> not arising from transactions in the ordinary course of business; (b) no litigation is pending
<br /> or, to his knowledge, threatened (i) to restrain or enjoin the collection of the Unrestricted
<br /> - Receivables of the Corporation pledged under the Master Indenture or from which the Cor-
<br /> poration is obligated to make payments under the Loan Agreement, except as disclosed in
<br /> the O�cial Statement under the heading "Litigation," (ii) in any way contesting or affect- ,
<br /> _ ing any authority for the issuance of the Bonds or the validity of the Bonds, the Loan
<br /> Agreement, the Note, the Master Indenture, the Bond Indenture, the Second Supplemental
<br /> Indenture, the Letters of Representation, or this Purchase Contract, or (iii) in any way con-
<br /> testing the corporate existence, or powers of the Corporation; (c) to the best of his knowl-
<br /> edge, no event affecting the Corporation, the 1981 Project (as defined in the O�cial State-
<br /> ment) or the Corporation's existing Facilities has occuned since the date of the Official
<br /> Statement that either makes untrue or incorrect, as of the date of Closing, any statement or
<br /> information in the Official Statement relating to the same, or is not reflected in the O$'icial
<br /> Statement but is necessary to make the statements and information therein not misleading;
<br /> (d) the representations in the Letters of Representation are true and correct in all material
<br /> respects as of the date of Closing (for purposes of this certificate representations in the
<br /> Letters of Representation in respect of the "O�cial Statement" shall be deemed to be in re-
<br /> spect of the Official Statement as defined herein); (e) the assumptions on which Corporation
<br /> management's forecasts of debt service coverage were based are reasonable and the Cor-
<br /> poration is not aware of any facts that would make the forecasts contained in the O�cial
<br /> Statement unreasonable; and (f) no facts have come to the attention of the off cer of the
<br /> Corporation executing the Certificate that, in his opinion, after diligent inquiry, woulcl
<br /> materially change or affect the Corporation management's forecasts of debt service cover-
<br /> age contained in the Off cial Statement or the assumptions upon which such forecasts were
<br /> based. �
<br /> L (7) two copies of the Loan Agreement, the Master Indenture, the Bond Indenture and
<br /> the Second Supplemental Indenture, duly executed by the parties thereto;
<br /> (8) two certified copies of the Enabling Ordinance and the Ordinances;
<br /> - (9) two certified copies of the resolutions of the Board of Directors and the members
<br /> of the Corporation approving and authorizing the execution and delivery of the Loan Agree-
<br /> ment, the Master Indenture, the Note and the Letters of Representation, approving and
<br /> authorizing the execution of the O�cial Statement and this Purchase Contract, and approving
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