RES 87418 - Laserfiche WebLink

the Trust Agreement, the Site Lease~and the approval of the Official Statement; (13) a certificate of an authorized officer of the City, dated the date of Closing, confirming as of such date the representations and warranties of the City contained in this Contra~t of Purchase; (14) copies of resolutions adopted by the Lessor and certified by the Secretary or Assistant Secretary of the Lessor, authorizing the execution and delivery of the Lease, the Trust Agreement, the Agency Agreement, the Site Lease and the Assignment Agreement; (15) a certificate of an authorized officer of the Lessor, dated the date of Closing, confirming as of such date the representations and warranties of the Lessor contained in this Contract of Purchase; (16) arbitrage certifications by the City in form and substance acceptable to Special Counsel; and (17) an opinion of counsel to the Underwriter to the effect that: (i) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (ii) although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement and make no representation that they have independently verified the accuracy, completeness or fairness of any such statements, during the course of preparation of the Official Statement, they met in conferences with representatives of the City, the Trustee, their respective counsels, Special Counsel, the Underwriter, and others, during which conferences the contents of the Official Statement and related matters were discussed and that based on their participation in the above-mentioned conferences, and in reliance thereon and on the certificates, opinions and other documents herein mentioned, they advise that no information came to their attention which caused them to believe that the 18 1739030/2