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valid, legal and binding agreements of the <br /> Trustee, enforceable in accordance with their <br /> respective terms, except as such enforcement may <br /> be limited by bankruptcy, insolvency, <br /> reorganization or other similar laws affecting <br /> the enforcement of creditors' rights and by the <br /> application of equitable~principles if equitable <br /> remedies are sought; <br /> <br /> (iii) no consent, approval, authorization or <br /> other action by any governmental or regulatory <br /> authority having jurisdiction over the Trustee <br /> that has not been obtained is required for the <br /> execution and delivery by the Trustee of the <br /> Trust Agreement and the Assignment Agreement; and <br /> <br /> (iv) the execution and delivery by the <br /> Trustee of the Trust Agreement and the Assignment <br /> Agreement and compliance with the terms thereof <br /> will not conflict with, or result in a violation <br /> or breach of, or constitute a default under, any <br /> loan agreement, indenture, bond, note, resolution <br /> or any other agreement or instrument to which the <br /> Trustee is a party or by which it is bound, or <br /> any law or any rule, regulation, order or decree <br /> of any court or governmental agency or both <br /> having jurisdiction over the Trustee or any of <br /> its activities or properties; <br /> <br /> (6) a certificate, dated the date of Closing, <br /> signed by a duly authorized official of the City <br /> satisfactory in form and substance to the Underwriter <br /> to the effect that to the best of his or her knowledge <br /> no litigation or proceeding is pending or threatened <br /> against the City (a) to restrain or enjoin the <br /> delivery of any of the Certificates or the collection <br /> of Rental Payments, (b) in any way contesting the <br /> validity of the Certificates or the Legal Documents or <br /> the authority of the City to enter into the Legal <br /> Documents, (c) in any way contesting the powers of the <br /> City in connection with any action contemplated by <br /> this Contract of Purchase, or (d) in which a final <br /> adverse decision could materially adversely affect the <br /> operations of the City or its ability to perform its <br /> obligations under the foregoing agreements; <br /> <br /> (7) a certificate, dated the date of Closing, <br /> signed by a duly authorized official of the Lessor <br /> satisfactory in form and substance to the Underwriter <br /> to the effect that to the best of his or her knowledge <br /> <br /> 16 <br />1739030/2 <br /> <br /> <br />