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(iii) the Continuing Disclosure Certificate constitutes the legal, valid, and binding obligation of the Dissemination Agent enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (iv) no consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over the Dissemination Agent that has not been obtained is or will be required for the execution and delivery of the Continuing Disclosure Certificate or the performance by the Dissemination Agent of its duties and obligations under the Continuing Disclosure Certificate; (v) the execution and delivery by the Dissemination Agent of the Continuing Disclosure Certificate and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution, or any other agreement or instrument to which the Dissemination Agent is a party or by which it is bound, or any law or any rule, regulation, order, or decree of any court or governmental agency or body having jurisdiction over the Dissemination Agent or any of its activities or properties (except that no representation, warranty, or agreement need be made with respect to any federal or State securities or blue sky laws or regulations); (vi) the Dissemination Agent's action in executing and delivering the Continuing Disclosure Certificate will not contravene the articles or bylaws of the Dissemination Agent and is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect, and such action does not conflict with or violate any contract to which the Dissemination Agent is a party or any administrative or judicial decision by which the Dissemination Agent is bound; and (vii) there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental agency, public board, or body that has been served on the Dissemination Agent, or to the best knowledge of the Dissemination Agent, threatened against the Dissemination Agent which in the reasonable judgment of the Dissemination Agent would affect the existence of the Dissemination Agent or in any way contesting or affecting the validity or enforceability of the Continuing Disclosure Certificate or contesting the powers of the Dissemination Agent or its authority to enter into and perform its obligations thereunder; (13) certified copies of the City Resolution, the Authority Resolution, an incumbency resolution of the Trustee, and an incumbency resolution of the Escrow Agent; 46331186.2 21