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<br />4821-4853-6027v3/200434-0005
<br />creation or imposition of any material lien, charge or other security interest or encumbrance of any
<br />nature whatsoever upon any of the properties or assets of City under the terms of any such law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note,
<br />resolution, agreement or other instrument, except as provided by the Legal Documents.
<br />(i) Prior to the date hereof, the City has provided to the Underwriter for its review the
<br />Preliminary Official Statement, that the City has deemed final for purposes of Rule 15c2-12, has
<br />approved the distribution of the Preliminary Official Statement and the Official Statement, and has
<br />duly authorized the execution and delivery of the Official Statement (including in electronic form).
<br />The Preliminary Official Statement, at the date thereof, and as of the date hereof, did not and does
<br />not contain any untrue statement of a material fact or omit to state any material fact necessary to
<br />make the statements therein (other than the information relating to DTC and its book-entry system, as
<br />to which no view is expressed), in light of the circumstances under which they were made, not
<br />misleading. As of the date hereof and on the Closing, the Official Statement did not and will not
<br />contain any untrue statement of a material fact or omit to state any material fact necessary to make
<br />the statements therein (other than the information relating to DTC and its book-entry system, as to
<br />which no view is expressed), in light of the circumstances under which they were made, not
<br />misleading.
<br />(j) By official action of the City prior to or concurrently with the acceptance hereof, the
<br />City has duly approved the distribution of the Preliminary Official Statement and the distribution of
<br />the Official Statement (including in electronic form), and has duly authorized and approved the
<br />execution and delivery of, and the performance by the City of the obligations on its part contained, in
<br />the Legal Documents.
<br />(k) The City will advise the Underwriter promptly of any proposal to amend or
<br />supplement the Official Statement and will not effect or consent to any such amendment or
<br />supplement without the consent of the Underwriter, which consent will not be unreasonably
<br />withheld. The City will advise the Underwriter promptly of the institution of any proceedings known
<br />to it by any governmental authority prohibiting or otherwise affecting the use of the Official
<br />Statement in connection with the offering, sale or distribution of the Bonds.
<br />(l) The financial statements relating to the receipts, expenditures and cash balances of
<br />the City as of June 30, 2020 as set forth in the Preliminary Official Statement and in the Official
<br />Statement fairly represent the financial position and results of operations of the City as of the dates
<br />and for the periods therein set forth in accordance with generally accepted accounting principles.
<br />Except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise
<br />disclosed in writing to the Underwriter, there has not been any materially adverse change in the
<br />financial position and results of operations of the City or in its operations since June 30, 2020 and,
<br />except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise
<br />disclosed in writing to the Underwriter, there has been no occurrence, circumstance or combination
<br />thereof which is reasonably expected to result in any such materially adverse change.
<br />(m) As of the time of acceptance hereof and as of the date of Closing, no action, suit,
<br />proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency,
<br />public board or body, is pending or, to the knowledge of the City, threatened (i) in any way
<br />questioning the corporate existence of the City or the titles of the officers of the City to their
<br />respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or
<br />delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the
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