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and thereupon such Additional Bonds shall be authenticated and delivered by the Trustee to the <br />purchaser thereof upon the Written Request of the Authority, but only upon receipt by the Trustee <br />of the following documents or money or securities, all of such documents dated or certified, as the <br />case may be, as of the date of delivery of such Additional Bonds by the Trustee (unless the <br />Authority shall accept any of such documents bearing a prior date): <br />(a) An executed copy of the Supplemental Indenture authorizing the issuance of such <br />Additional Bonds; <br />(b) A Written Request of the Authority as to the delivery of such Additional Bonds; <br />(c) An opinion of Bond Counsel to the effect that (1) the Authority and the Trustee <br />have the right and power to execute and deliver the Supplemental Indenture and the Supplemental <br />Indenture has been duly and lawfully executed and delivered by the Authority and the Trustee, is <br />in full force and effect and is valid and binding upon the Authority and the Trustee and enforceable <br />in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, <br />reorganization and other similar laws relating to the enforcement of creditors' rights and by <br />equitable principles) and no other authorization for the execution and delivery thereof is required, <br />(2) the Supplemental Indenture creates the valid pledge of the Revenues which it purports to create <br />as provided therein, subject to the application thereof to the purposes and on the conditions <br />permitted hereby, (3) such Additional Bonds are valid and binding special obligations of the <br />Authority, enforceable in accordance with their terms (except as enforcement may be limited by <br />bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of <br />creditors' rights and by equitable principles) and the terms hereof and entitled to the benefits <br />hereof, and such Additional Bonds have been duly and validly authorized, executed, issued and <br />delivered in accordance herewith, (4) the amendment to the Installment Purchase Agreement <br />required by Section 4.01(d) has been duly authorized, executed and delivered and is valid and <br />binding upon the Authority and the City and enforceable in accordance with its terms (except as <br />enforcement may be limited by bankruptcy insolvency, reorganization and other similar laws <br />relating to the enforcement of creditors' rights and by equitable principles), and (5) the issuance <br />of such Additional Bonds will not adversely affect the exclusion from gross income for federal tax <br />purposes of interest on any Outstanding Bonds which purport to bear interest which is excluded <br />from gross income pursuant to Section 103 of the Code; <br />(d) A Certificate of the Authority containing such statements as may be reasonably <br />necessary to show compliance with the conditions for the issuance of such Additional Bonds <br />contained herein; and <br />(e) Such further documents, opinions, money or securities as are required by the <br />provisions of the Supplemental Indenture providing for the issuance of such Additional Bonds. <br />22 <br />55394.00068\42092121.3 <br />