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Certificates or the proceedings or authority under which they are to be issued. There is no litigation pending <br />or, to the City's knowledge, threatened which in any manner challenges or threatens the City's powers to enter <br />into or carry out the transactions contemplated by the Indenture, the Lease, the Ground Lease and this Official <br />Statement. <br /> <br />UNDERWRITING <br /> <br /> The Certificates are being purchased for reoffering by the underwriter named on the Cover Page <br />hereof (the "Underwriter"). The Underwriter has agreed to purchase the Certificates at an aggregate <br />purchase price of 100% of the principal amount of the Certificates. The Underwriter has agreed to provide up <br />to % of the aggregate principal amount of the Certificates to Commerce Bank, National Association, <br />acting in the capacity of Placement Agent on behalf of the City. The Underwriter will receive a fee of <br />$ for its services from the City. The Placement Agent will place Certificates upon the order and <br />for the account of the Placement Agent's customers. The Purchase Contract with respect to the Certificates <br />provides that the Underwriter will purchase all of the Certificates that are not placed through the Placement <br />Agent if any are purchased. <br /> <br />MISCELLANEOUS <br /> <br /> References herein to the Indenture, the Lease, the Ground Lease and certain other matters are brief <br />discussions of certain provisions thereof. Such discussions do not purport to be complete, and reference is <br />made to such documents for full and complete statements of such provisions. <br /> <br /> Any statements made in this Official Statement involving matters of opinion or of estimates, whether <br />or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made <br />that any of the estimates will be realized. <br /> <br /> The form of this Official Statement and its distribution and use by the Underwriter and the Placement <br />Agent have been approved by the City; however, the City has made no warranty or representations regarding <br />either the accuracy or sufficiency of any material contained herein. Neither the City nor any of its officers, <br />directors or employees, in either their official or personal capacities, has made any warranties, representations <br />or guarantees regarding the City's financial condition or its ability to make payments required under the Lease <br />and the Indenture. <br /> <br />CITY OF UNIVERSITY CITY, MISSOURI <br /> <br />By <br /> Mayor <br /> <br />-34- <br /> <br /> <br />