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under the Indenture,the Disclosure Certificate,the Irrevocable Refunding <br /> Instructions or this Bond Purchase Agreement, or under which a <br /> determination adverse to the Successor Agency would have a material <br /> adverse effect upon the availability of Tax Revenues to pay the debt <br /> service on the Bonds, or which, in any manner, questions the right of the <br /> Successor Agency to enter into, and perform its obligations under, the <br /> Indenture, the Disclosure Certificate, the Irrevocable Refunding <br /> Instructions or this Bond Purchase Agreement; <br /> (viii) an opinion of counsel to the Trustee, dated the Closing Date and <br /> addressed to the Successor Agency and the Underwriter,to the effect that: <br /> (A) The Trustee is a national banking association organized and <br /> existing under the laws of the United States of America, having full <br /> power to enter into, accept and administer the trust created under the <br /> Indenture; <br /> (B) The Indenture has been duly authorized, executed and <br /> delivered by the Trustee and the Indenture constitutes a legal, valid and <br /> binding obligation of the Trustee enforceable in accordance with its <br /> terms, except as enforcement thereof may be limited by bankruptcy, <br /> insolvency or other laws affecting the enforcement of creditors' rights <br /> generally and by the application of equitable principles, if equitable <br /> remedies are sought; and <br /> (C) No consent, approval, authorization or other action by any <br /> governmental or regulatory authority having jurisdiction over the Trustee <br /> that has not been obtained is or will be required for the execution and <br /> delivery by the Trustee of the Indenture or the consummation of the <br /> transactions on the part of the Trustee contemplated by the Indenture; <br /> (ix) a certificate, dated the Closing Date, of the Trustee, signed by a duly <br /> authorized officer of the Trustee, to the effect that (A) the Trustee is duly <br /> organized and validly existing as a national banking association, with full <br /> corporate power to undertake the obligations of the Indenture; (B) the Trustee <br /> has duly authorized, executed and delivered the Indenture and by all proper <br /> corporate action has authorized the acceptance of the trust of the Indenture; and <br /> (C) there is no action, suit, proceeding or investigation at law or in equity before <br /> or by any court, public board or body which has been served on the Trustee <br /> (either in state or federal courts), or to the knowledge of the Trustee threatened <br /> against the Trustee which would restrain or enjoin the execution or delivery of <br /> the Indenture, or which would affect the validity or enforceability of the <br /> Indenture, or the Trustee's participation in, or in any way contesting the powers <br /> or the authority of the Trustee with respect to, the transactions contemplated by <br /> the Indenture, or any other agreement, document or certificate related to such <br /> transactions; <br /> (x) a supplemental opinion of Bond Counsel, dated the Closing Date and <br /> addressed to the Successor Agency and the Underwriter,to the effect that: <br /> (A) this Bond Purchase Agreement and the Irrevocable Refunding <br /> Instructions have been duly authorized, executed and delivered by the <br /> Successor Agency, and assuming the valid execution and delivery by the <br /> other parties thereto, are valid and binding upon the Successor Agency, <br /> -12- <br />