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titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoin the execution and delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Indenture, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a parry, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Indenture, or the power and authority of the Trustee to enter into and perform its respective duties under such agreement, and to authenticate and deliver the Bonds to the Underwriters; (11) Bylaws of Trustee Certified copies of excerpts from the bylaws of the Trustee authorizing the execution and delivery of the Indenture; (12) Opinion of Counsel to Trustee The opinion of Counsel to the Trustee, addressed to the City, the Trustee and the Underwriters, dated the Closing Date, to the effect that: (1) the Trustee is a national banking association duly organized and validly existing and in good standing under the laws of the United States of America and has full power and authority to execute and deliver the Indenture an and to perform its obligations thereunder; (ii) the Indenture executed and delivered by the Trustee, constitutes a valid and binding obligation of the Trustee enforceable against the Trustee in accordance with their terms, except insofar as the validity, binding nature and enforceability of the obligations of the Trustee under such agreements may be limited by the effect of (a) insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws, (b) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief, and (b) the effect of general principles of equity embodied in State of California statutes and common law; (iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the consummation by the Trustee of the transactions contemplated by the Indenture o to be undertaken by the Trustee; and (iv) Compliance with the terms of the Indenture a 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 Trustee is a parry or by which it is bound, or, to the best knowledge of the Trustee, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any federal or state securities or blue sky laws or regulations). (13) Certificate ofPERS A certificate or letter from an authorized representative of PERS confirming the amount of the UAAL attributed to the Side Fund. (14) Certificate ofActuary A certificate of Bartel Associates, LLC (the `Actuary "), the actuary retained by the City dated the Closing Date, to the effect that the information contained in the Official Statement under the caption "PERS PENSION PLANS" and contained in APPENDIX A — "CITY OF SAN LEANDRO GENERAL DEMOGRAPHIC AND FINANCIAL INFORMATION — Employee Retirement System" is true and accurate in all material respects as of the date of the Official Statement date and as of the Closing Date; 074 - 11022 \bpa -3 13