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(c) at or prior to the Closing, we shall receive the following documents, certificates, and
<br /> opinions, dated the date of the Closing unless otherwise specified, and in form and substance
<br /> satisfactory to us: '
<br /> (1) the unqualified approving opinion of Bond Counsel with respect to the validity of
<br /> the Bonds and the tax exempt nature thereof, and an additional opinion to the effect that
<br /> (i) the City is an incorporated municipality duly created and validly existing under the laws of
<br /> Illinois and a home rule unit with full power and authority to enter into, execute and deliver
<br /> the Bond Indenture, the Loan Agreement, the Second Supplemental Indenture, the O�cial
<br /> Statement, and this Purchase Contract, and to issue, sell and deliver the Bonds; (u) the
<br /> Corporation is a not for profit corporation duly organized, validly existing and in good
<br /> standing under the laws of Illinois, and has full power and authority to enter into, execute
<br /> and deliver the Loan Agreement, the Master Indenture, the Note, the Official Statement and
<br /> this Purchase Contract; (iii) the Bond Indenture, the Loan Agreement, the Master Inden-
<br /> ture, the Second Supplemental Indenture, the Note,the Official Statement and this Purchase
<br /> Contract have been duly authorized by all necessary action on the part of the City and
<br /> the Corporation, have been duly executed and delivered by the authorized officers of the
<br /> parties thereto, and, assuming the due authorization, execution and delivery of this Pur-
<br /> chase Contract by the Manager, constitute the legal, valid and binding obligations of the
<br /> respective parties thereto in accordance with their respective terms, subject to the qualifica-
<br /> tion that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency,
<br /> moratorium or other similar laws affecting the enforcement of creditors' rights and by the
<br /> availability of equitable remedies, and the Note has been duly. endorsed by the City to the
<br /> � order of the Bond Trustee and assigned pursuant to the Bond Indenture as security for
<br /> the Bonds; (iv) the Bonds have been duly authorized by all necessary action on the part
<br /> of the City, have been duly executed by authorized o�cers of the City; authenticated by
<br /> _ the Bond Trustee and issued by the City, and constitute the legal, valid and binding spe-
<br /> cial obligations �of the City in accordance with their terms, subject to the qualification
<br /> that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, mora-
<br /> � torium or other similaz laws affecting the enforcement of creditors' rights generally, and aze
<br /> entitled to the benefit and security of the Bond Indenture; (v) under existing laws, including
<br /> current rulings and off cial interpretations of law by the United States Internal Revenue
<br /> Service, interest on the Bonds will be excludable from the gross income of the recipients
<br /> thereof for federal income tax purposes, however, the interest on the Bonds is not exempt
<br /> from present Illinois income taxes; (vi) the Corporation has good title to the real estate
<br /> specifically described in Exhibit I to the Master Indenture, free of all liens, charges and en-
<br /> cumbrances, except such as aze permitted by the Master Indenture; (vii) under the Master
<br /> Indenture the Corporation has granted the Master Trustee a security interest in its Unre-
<br /> stricted Receivables, as defined therein; an appropriate financing statement has been duly
<br /> executed and filed in the Office of the Secretary of State of Illinois, as required by the Uni-
<br /> form Commercial Code of Illinois in order to perfect such security interest to the extent
<br /> possible by such filing; and as so perfected such security interest is prior to any other security
<br /> interest in such Unrestricted Receivables which could be so perfected by such a filing and
<br /> will retain such priority so long as duly executed continuation statements covering such
<br /> financing statement aze timely filed as required by such Code; (viu) the information and
<br /> statements in the O�cial Statement under the headings (unless otherwise noted, the term
<br /> "heading" includes all subheadings under a heading) "Summary Statement" [subparagraphs
<br /> " "The Issuer" and "Security" only], "Introduction", [subparagraphs "The City", "Security" and
<br /> "Additional Indebtedness"],"The Issuer" [first paragraph only], "Security for the Series 1983
<br /> Bonds", "Descriprion of the Series 1983 Bonds", "Additional Indebtedness", "Definitions of
<br /> - Certain Terms", "Summary of Principal Documents", "Tax Exemption", "City of Decatur Not
<br /> Liable on Series 1983 Bonds", "Legal Matters" [first two sentences onlyJ and "Miscellaneous"
<br /> [first two sentences only] are true and correct and do not contain an untrue statement of a
<br /> material fact or omit to state a material fact that is necessary to make such information and
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