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<br />(vi) a stop order, ruling or regulation by the Securities and Exchange <br />Commission shall be issued or made the effect of which is that the issuance, <br />offering or sale of the Bonds, as contemplated hereby or by the final Official <br />Statement, is or would be in violation of any provision of the Securities Act of <br />1933, as amended and as then in effect, of the Securities Exchange Act of 1934, <br />as amended and as then in effect, or of the Trust Indenture Act of 1939, as <br />amended and as then in effect. <br /> <br /> <br />f' . <br /> <br />-(f) At or prior to the Closing, the Underwriter shall have received the following <br />documents: <br /> <br />(i) The Official Statement (i) executed on behalf of the Authority by <br />an authorized officer thereof, as designated in the Authority Resolution and (ii) <br />executed on behalf of the City by an authorized officer thereof, as designated in <br />the City Resolution. <br /> <br />(ii) (a) the Authority Resolution and the City Resolution each certified <br />by an authorized officer of the respective entity as having been duly executed and <br />adopted by such entity and as being in effect, without amendment or supplement, <br />on the date of the Closing; (b) the Indenture, duly executed by the Authority and <br />the Trustee; (c) the Master Installment Purchase Agreement, duly executed by the <br />Authority and the City; (d) the First Supplement, duly executed by the Authority <br />and the City; (e) the Escrow Agreement, duly executed by the Authority, the City <br />and the Escrow Agent; and (f) the Continuing Disclosure Certificate, duly <br />executed by the City. <br /> <br />(iii) The final opinion, dated the date of the Closing and addressed to <br />the Authority, of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, in <br />substantially the form attached to the Official Statement as "APPENDIX C". <br /> <br />(iv) The supplemental opinion, dated the date of the Closing and <br />addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP, Bond <br />Counsel, to the effect that the Bonds are not subject to the registration <br />requirements of the Securities Act of 1933, as amended, and the Indenture is <br />exempt ITom qualification pursuant to the Trust Indenture Act of 1939, as <br />amended (no opinion is required to be expressed with respect to the Bond <br />Insurance or the Reserve Account Surety Bond). <br /> <br />(v) The defeasance opinion, dated the date of the Closing and <br />addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP, Bond <br />Counsel, in the form required by the indenture of trust with respect to the Series <br />1994 Bonds (the "Series 1994 Indenture") and, to the effect, that as a result of the <br />transaction contemplated hereunder the lien of the Series 1994 Bonds on the <br />assets pledged thereto under the Series 1994 Indenture has been defeased and <br />discharged. <br /> <br />12 <br />