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therein as necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (4) Fiscal Consultant's Certificate. A certificate of Keyser Marston Associates, Inc. (the "Fiscal Consultant "), dated the date of the Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the Underwriter: (i) certifying as to the accuracy of the Fiscal Consultant's Report set forth in Appendix G to the Official Statement and the information in the Official Statement attributable to the Fiscal Consultant; (ii) consenting to the inclusion of such fern's Fiscal Consultant's Repoli in the Preliminary Official Statement and the Official Statement; and (iii) stating that, to the best of the Fiscal Consultant's knowledge, but without having conducted any investigation with respect thereto, nothing has come to the Fiscal Consultant's attention between the date of such report and the date of the Closing which would materially alter any of the conclusions set forth in such report. (5) Agency Counsel Opinion. An opinion of general counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter, to the following effect: (i) the Agency is a public body, corporate and politic, duly organized and existing under the laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (H) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified amended or rescinded since their respective adoption date; (iii) the Agency Legal Documents and the Official Statement have been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforceable in accordance with their respective terns, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iv) the execution and delivery of the Agency Legal Documents and the Official Statement and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby: (1) do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound; and (2) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject; (v) to the best of such counsel's knowledge, except as otherwise disclosed in the Official Statement, there is no litigation or proceeding, pending and served upon the Agency, or threatened, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or Linder which a determination adverse to 3 -101