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<br />-12- <br />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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 />498