RES 87418 - Laserfiche WebLink

connection with the purchase and distribution of the Certificates by the Underwriter; (v) the Official Statement has been duly approved by the Lessor and the descriptions therein as to the Lessor and the Lessor's obligations under the~_ Trust Agreement, the Assignment Agreement, the Lease, the Site Lease and the Agency Agreement are correct and do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which they were presented, not misleading; (vi) there are no, to the knowledge of such counsel, legal or governmental proceedings pending or threatened against the Lessor which are required to be disclosed in the Official. Statement; and (vii) the execution and delivery of the Legal Documents and Assignment Agreement by the Lessor and performance by the Lessor of its obligations thereunder will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Lessor is a party or constitute a default thereunder; (5) the opinion of counsel to the Trustee, dated the date of Closing and addressed to the City, the Lessor and the Underwriter, to the effect that: (i) the Trustee is a national banking association with trust powers, duly organized and validly existing under the laws of the United States, having the legal authority to exercise trust powers in the State of California, and has full power, authority and legal right to execute and deliver the Trust Agreement and the Assignment Agreement and to comply with the terms thereof and perform its obligations thereunder; (ii) the Trust Agreement and the Assignment Agreement have each been duly authorized, executed and delivered by the Trustee and assuming due authorization, execution and delivery by the other parties thereto are the 15 1739030/2