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I (1) such copy is a true and correct copy of the City Resolution, and (ii) that the City Resolution was duly adopted and has not been modified, amended, rescinded or revoked except as provided herein, and is in full force and effect on the date of the Closing, (8) Bond Documents Executed copies of the Bond Documents, (9) Trustee Certificate A certificate of the Trustee, signed by a duly authorized officer thereof, and in form and substance satisfactory to the Purchaser, to the effect that, (i) the Trustee has all necessary power and authority to enter into and perform its duties under the Trust Agreement, (ii) the Trustee has duly authorized, executed and delivered the Trust Agreement, and, assuming due authorization, execution and delivery by the Issuer, the Trust Agreement constitute the valid and binding agreements of the Trustee enforceable against the Trustee in accordance with their terms, except as enforceability may be subject to II bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' nghts and to the application of equitable principles, (in) the execution and delivery of the Trust Agreement and compliance with the provisions thereof have been duly authorized by all necessary corporate action on the part of the Trustee and, to the best knowledge of the Trustee, will not conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, charter, bylaws or any agreement to which the Trustee is subject or by which it is bound, and (iv) no litigation is pending or, to the best knowledge of the Trustee, threatened (either in state or federal courts) seeking to restrain or enjoin the delivery by the Trustee of any of the Bonds, or in any way contesting or affecting any authority of the Trustee for the delivery of the Bonds or the validity or enforceability of the Bonds or any agreement with the Trustee, (10) Tax Forms Evidence that federal tax information forms 8038-G with respect to the Bonds have been prepared for filing, (11) CDIAC Copies of preliminary filings with the California Debt and Investment Advisory Commission ("CDIAC") relating to the Bonds, (l 2) Investor Letter The Investor Letter, executed by the Purchaser, substantially in the form attached hereto as Appendix B, (13) Borrower Administrative Questionnaire A copy of the Borrower Administrative Questionnaire form provided by the Purchaser and executed by the City, and (14) Other Documents Such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser may reasonably request to evidence compliance (i) by the Issuer with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained, and (iii) the due performance or satisfaction by the Issuer at or 12 2763992 2 I