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affect the transactions contemplated hereby and by the Official Statement, or which, in
<br />any way, would materially adversely affect the validity of the Bonds, the City
<br />Agreements or any agreement or instrument to which the City is a party and which is
<br />used or contemplated for use in the consummation of the transactions contemplated
<br />hereby and by the Official Statement;
<br />(9) No Litigation Certificate of the City A no- litigation certificate of the City, dated
<br />the Closing Date, to the effect that, other than as disclosed in the Official Statement, there is no
<br />action, suit, proceeding or investigation at law or in equity before or by any court or
<br />governmental agency or body pending, or threatened, against the City, nor to the best knowledge
<br />and belief of the City is there any basis therefor, to restrain or enjoin the application by the City
<br />of its funds as described in the Official Statement as security for the Bonds, or in any way
<br />contesting or affecting the validity of any of the City Agreements, or contesting the powers of the
<br />City to enter into or perform its obligations under any of the foregoing.
<br />(10) Certificate of the Trustee A certificate of the Trustee dated the Closing Date, to
<br />the effect that:
<br />(1) the Trustee is a national banking association organized and existing
<br />under and by virtue of the laws of the United States, has full power to enter and perform
<br />its duties under the Indenture and is qualified to accept and comply with the terms of the
<br />Indenture,
<br />(ii) The Trustee has accepted the duties and obligations imposed on it by the
<br />Indenture ;
<br />(iii) the Trustee is duly authorized to enter into the Indenture and to
<br />authenticate and deliver the Bonds to the Underwriters pursuant to the Indenture;
<br />(iv) the Bonds have been duly authenticated and delivered by the Trustee;
<br />[(v) No consent, approval, authorization or other action by any governmental
<br />or regulatory authority having jurisdiction over the Trustee that has not been obtained is
<br />or will be required for the consummation by the Trustee of the transactions contemplated
<br />by the Indenture to be undertaken by the Trustee;]
<br />(vi) The execution and delivery of the Indenture and compliance with the
<br />provisions on the part of the Trustee contained therein will not conflict with, or result in a
<br />violation or breach of, or constitute a default under, law, administrative regulation,
<br />judgment, decree, loan agreement, indenture, note, resolution, agreement or other
<br />instrument to which the Trustee is a party or is otherwise subject (except that no
<br />representation or warranty is made with respect to any federal or state securities or blue
<br />sky laws or regulations), nor will any such execution, delivery, adoption or compliance
<br />result in the creation or imposition of any lien, charge or other security interest or
<br />encumbrance of any nature whatsoever upon any of the properties or assets held by the
<br />Trustee pursuant to the Indenture under the terms of any such law, administrative
<br />regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br />agreement or other instrument, except as provided by the Indenture;
<br />(vi) To the best knowledge of the Trustee, it has not been served with any
<br />action, suit, proceeding, inquiry or investigation in law or in equity, before or by any
<br />court, governmental agency, public board or body, nor is any such action or other
<br />proceeding threatened against the Trustee, affecting the existence of the Trustee, or the
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