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Tab_237NO LITIGATION CERTIFICATE I, Brian Hanson, the duly appointed, qualified and acting Municipal Attorney of the City and Borough of Sitka, Alaska (the "City"), in connection with execution and delivery of the Amendatory Loan Agreement dated October 18, 2016, between the Alaska Municipal Bond Bank and the City (the "Amendatory Loan Agreement"), pursuant to which the City is issuing its General Obligation Refunding Bond, 2016, in the principal amount of $1,630,000 (the "2016 Bond"), DO HEREBY CERTIFY as follows: That as of the date hereof, to my knowledge, there is no action, proceeding or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of my knowledge threatened, nor is there any basis for any such action, proceeding or investigation with respect to the City: (i) that contests (A) the corporate existence or boundaries of the City, (B) the titles of the present officers of the City to their offices, (C) the authority of the City to enter into the Amendatory Loan Agreement or issue the 2016 Bond, (D) the proceedings, including Resolution No. 2016-35, under which the City entered into the Amendatory Loan Agreement and issued the 2016 Bond, nor have any such proceedings been repealed, revoked or rescinded; (ii) that contests, affects or seeks to restrain or enjoin the execution and delivery of the Amendatory Loan Agreement, the issuance of the 2016 Bond or the levy or collection of the taxes pledged or to be pledged to pay principal of and interest on the 2016 Bond; (iii) that contests or affects the validity of the Amendatory Loan Agreement or the 2016 Bond or the tax-exempt status of interest on the 2016 Bond; (iv) that calls into question the ability of the City to perform its obligations under the Amendatory Loan Agreement or the 2016 Bond; or (v) the outcome of which would materially adversely affect the financial condition or assets of the City. DATED as of November 3, 2016. CITY AND BOROUGH OF SITKA, ALASKA By Brian Hanson, Municipal Attorney