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12 <br />(i) The Trustee is a national banking association, duly organized and <br />validly existing under the laws of the United States of America, having full power <br />to enter into, accept and administer the trusts created under the Indenture. <br />(ii) The Indenture have been duly authorized, executed and delivered <br />by the Trustee, and constitute the legal, valid and binding obligations of the <br />Trustee, enforceable in accordance with their terms, except as enforcement <br />thereof may be limited by bankruptcy, insolvency or other laws affecting the <br />enforcement of creditors' rights generally and by the application of equitable <br />principles, if equitable remedies are sought. <br />(iii) Except as may be required under Blue Sky or other securities <br />laws of any state, no consent, approval, authorization or other action by any <br />governmental or regulatory authority having jurisdiction over the Trustee that has <br />not been obtained is or will be required for the execution and delivery of the <br />Indenture, or the consummation of the transactions contemplated by the <br />Indenture. <br />(7) Underwriter's Counsel Opinion. An opinion of counsel to the Underwriter, <br />dated the Closing Date, and addressed to the Underwriter, in form and substance <br />acceptable to the Underwriter. <br /> <br />(8) Trustee’s Certificate. A certificate of the Trustee, dated the date of <br />Closing, in form and substance acceptable the Underwriter, to the following effect: <br /> <br />(i) The Trustee is duly organized and existing as a national banking <br />association in good standing under the laws of the United States of America, <br />having the full power and authority to enter into and perform its duties under the <br />Indenture; <br /> <br />(ii) The Trustee has duly and validly executed the Indenture, and the <br />Indenture constitutes the legal, valid and binding agreement of the Trustee, <br />enforceable in accordance with its terms, subject to bankruptcy, insolvency, <br />reorganization, moratorium and other similar laws affecting creditors' rights <br />heretofore or hereafter enacted and to the exercise of judicial discretion in <br />appropriate cases; <br /> <br />(iii) To the Trustee’s best knowledge after due inquiry, there is no <br />action, suit, proceeding or investigation, at law or in equity, before or by any court <br />or governmental agency, public board or body served on the Trustee or <br />threatened against the Trustee which in the reasonable judgment of the Trustee <br />would affect the existence of the Trustee or in any way contesting or affecting the <br />validity or enforceability of the Indenture or contesting the powers of the Trustee <br />or its authority to enter into, accept and perform its obligations under the <br />Indenture. <br /> <br />(9) City Certificate. A certificate of the City, dated the date of the Closing, <br />signed on behalf of the City by a duly authorized officer of the City to the effect that: <br /> <br />(i) The representations, warranties and covenants of the City <br />contained herein are true and correct in all material respects on and as of the <br />8.C. - Page 234