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137 <br /> (iv) An opinion of McGuireWoods LLP,as counsel to the Underwriters,dated <br /> the Closing Date and addressed to the Underwriters in form and substance satisfactory to the <br /> Underwriters; <br /> (v) A certificate, dated the Closing Date, of the duly authorized <br /> representative(s) or officer(s) of the County and in form and substance satisfactory to the <br /> Underwriters, to the effect that (A) the representations and agreements of the County herein are <br /> true and correct in all material respects as of the date of Closing; (B) there are not pending or, to <br /> such officials' knowledge, threatened legal proceedings that will materially adversely affect the <br /> transactions contemplated hereby or by the Trust Agreement, or the validity or enforceability of <br /> the Bonds,or the security therefor; (C)the financial information relating to the County provided to <br /> the Underwriters presents fairly the financial position of the County as of the date indicated therein <br /> and the results of its operations for the period specified therein and the financial statements from <br /> which such information was derived have been prepared in accordance with applicable law with <br /> respect to the period involved; (D) since June 30, 2023, there has not been any material adverse <br /> change in the financial condition of the County taken as a whole or no increase in the County's <br /> indebtedness for borrowed money, other than as disclosed in the Official Statement or otherwise <br /> disclosed in writing to the Underwriters; (E)the information contained in the Official Statement as <br /> of the Closing Date is true and correct in all material respects and did not and does not contain any <br /> untrue or misleading statement of a material fact or omit to state any material fact necessary to <br /> make the statements therein, in the light of the circumstances under which they were made, not <br /> misleading; and (F) the County has complied with all agreements and satisfied all the conditions <br /> on its part required to be performed or satisfied at or prior to the Closing,other than those specified <br /> hereunder that have been waived by the Underwriters; <br /> (vi) A photocopy of the Official Statement; <br /> (vii) One counterpart original of a transcript of all proceedings taken by the <br /> County relating to the authorization and issuance of the Bonds; <br /> (viii) Specimen Bonds; <br /> (ix) A certificate, dated the date of the Closing, of the duly authorized <br /> representative(s) or officer(s)of the County,with a copy of the Approving Resolution attached,to <br /> the effect that the Approving Resolution has been duly adopted and remains in full force and effect; <br /> (x) A certificate, dated on or before the closing date, evidencing the property <br /> insurance required by the Trust Agreement; <br /> (xi) A pro forma title insurance policy or other evidence of title insurance <br /> satisfactory to the Underwriters issued by Investors Title Insurance Company,relating to the Deed <br /> of Trust and naming the Trustee as a beneficiary; <br /> (xii) Federal tax form 8038-G prepared with respect to the 2024A Bonds and <br /> ready for filing; <br /> (xiii) A tax certificate of the County in form and content reasonably satisfactory <br /> to the Underwriters; <br /> (xiv) Evidence that Moody's, S&P and Fitch have issued ratings for the Bonds <br /> of not less than" ""_"and"_",respectively; and <br /> -10- <br />