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no litigation or proceeding is pending or threatened <br /> against the Lessor (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, the Legal Documents or <br /> the Assignment Agreement, or the authority of the <br /> Lessor to enter into the ~egal Documents or the <br /> Assignment Agreement, or (c) in any way contesting the <br /> powers of the Lessor in connection with any action <br /> contemplated by the foregoing agreements; <br /> <br /> (8) a certificate, dated the date of Closing, <br /> signed by a duly authorized official of the Trustee <br /> satisfactory in form and substance to the Underwriter <br /> to the effect that there is no action, suit, <br /> proceeding, inquiry or investigation (an "action") at <br /> law or in equity, before or by any court or <br /> governmental agency, public board or body pending or <br /> threatened seeking to prohibit, restrain or enjoin the <br /> execution of the Certificates or the collection of <br /> Rental Payments intended to pay the principal of and <br /> interest on the Certificates, or pledge thereof, or in <br /> any way contesting or affecting the validity or <br /> enforceability of the Certificates, the Trust <br /> Agreement or the Assignment Agreement, and there is no <br /> action pending or threatened against the Trustee <br /> affecting the existence of the Trustee, or contesting <br /> the powers of the Trustee or its authority to enter <br /> into or perform its obligations under any of the <br /> foregoing agreements, wherein an unfavorable decision, <br /> ruling or finding would adversely affect the validity <br /> of the Certificates, the Trust Agreement or the <br /> Assignment Agreement; <br /> <br /> (9) two executed or certified copies of each of <br /> the Legal Documents and the Assignment Agreement; <br /> <br /> (10) two copies of the Official Statement, <br /> executed on behalf of the City; <br /> <br /> (11) two certified copies of the general <br /> resolution of the Trustee authorizing the execution <br /> and delivery of Certificates, the Trust Agreement, the <br /> acceptance of the Assignment Agreement and this <br /> Contract of Purchase; <br /> <br /> (12) copies of resolutions adopted by the City <br /> and certified by an authorized official of the City <br /> authorizing the execution and delivery of this <br /> Contract of Purchase, the Lease, the Agency Agreement, <br /> <br /> 17 <br />1739030/2 <br /> <br /> <br />