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<br />¿ <br />; <br /> <br />(E) no litigation is pending or threatened (a) in any way contesting <br />the City Resolution, or the City Agreements, (b) which may result in any <br />material adverse change in the business, properties, assets or the financial <br />condition of the City or which may have a material adverse effect on the <br />ability of the City to meet its obligations under the City Agreements, or (c) <br />in any way contesting the existence or powers of the City. <br /> <br />(xiv) A Tax Certificate of the Authority and the City, in form and <br />. substance satisfactory to the Underwriter and Orrick, Herrington & Sutcliffe LLP, <br />Bond Counsel. <br /> <br />(xv) A certificate of the Trustee dated the Closing, signed by a duly <br />authorized officer of the Trustee, and in form and substance satisfactory to the <br />Underwriter, to the effect that (A) the Trustee has been duly organized and is <br />validly existing in good standing as a national banking association under the laws <br />of the United States of America with full corporate power to undertake the trusts <br />of, and the duties, the Indenture, (B) the Trustee has duly executed and delivered <br />the Indenture and by all proper corporate action has authorized the acceptance of <br />the trusts of the Indenture, the Bonds have been validly authenticated and <br />delivered by the Trustee, and to the best of such officer's knowledge, no litigation <br />has been served upon or is threatened (either in state or Federal courts) (1) to <br />restrain or enjoin the execution or delivery of the Bonds, or (2) in any way <br />contesting or affecting any authority for the execution or delivery of the Bonds or <br />the validity or enforceability of the Bonds or the Indenture. <br /> <br />(xvi) Evidence that the Bonds have been assigned a rating of "Aaa" by <br />Moody's Investors Service and "AAA" by Standard & Poor's Ratings Group, <br />based upon Bond Insurance being issued by the Bond Insurer. <br /> <br />(xvii) Evidence of that the Bond Insurance has been issued by the Bond <br />Insurer with respect to the Bonds. <br /> <br />(xviii) Evidence that the Reserve Account Surety Bond has been issued in <br />an amount equal to the Reserve Requirement. <br /> <br />(xix) A certificate of the Bond Insurer dated the date of Closing in form <br />and substance acceptable to the Underwriter regarding, among other matters, the <br />due authorization, execution and validity of the Bond Insurance and the Reserve <br />Account Surety Bond. <br /> <br />(xx) An opinion of counsel to the Bond Insurer, dated the date of <br />Closing and addressed to the City and the Underwriter, to the effect that (a) the <br />Bond Insurance and the Reserve Account Surety Bond are legal, valid and <br />binding obligations of the Bond Insurer enforceable in accordance with their <br />respective terms, and (b) the statements in the Official Statement under the <br />caption "BOND INSURANCE" and "APPENDIX 0" accurately reflect and fairly <br />present the information purported to be shown therein. <br /> <br />16 <br />