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(E) no consent, approval, authorization or other action by any <br />governmental or regulatory authority having jurisdiction over the banking or <br />trust powers of the Trustee that has not been obtained is or will be required <br />for the execution and delivery of the Certificates or the consummation by the <br />Trustee of its obligations under the Trustee Documents. <br />(xiv) a certificate, dated the date of Closing, signed by a duly authorized <br />official of the Trustee satisfactory in form and substance to the Underwriter, to the <br />effect that: <br />(A) the Trustee is duly organized and existing as a banking <br />corporation under the laws of the State of California, having the full corporate <br />power and authority to enter into and perform its duties under the Trustee <br />Documents; <br />(B) the Trustee is duly authorized to enter into the Trustee <br />Documents and has duly executed and delivered the Trustee Documents, and <br />assuming due authorization and execution by the other parties thereto, the <br />Trustee Documents are legal, valid and binding upon the Trustee, and <br />enforceable against the Trustee in accordance with its terms; <br />(C) the Trustee has duly executed the Certificates under the Trust <br />Agreement and delivered the Certificates to or upon the order of the <br />Underwriter; and <br />(D) no consent, approval, authorization or other action by any <br />governmental or regulatory authority having jurisdiction over the banking or <br />trust powers of the Trustee that has not been obtained is or will be required <br />for the execution and delivery of the Certificates or the consummation by the <br />Trustee of its obligations wider the Trustee Documents. <br />(xv) the preliminary and final Statement of Sale required to be delivered to <br />the California Debt and Investment Advisory Commission pursuant to Section 53583 <br />of the Government Code and Section 8855(g) of the Government Code; <br />(xvi) a copy of the executed Blanket Issuer Letter of Representations by <br />and between the City and DTC relating to the book -entry system, and a Copy of the <br />Operational Arrangements Letter of Representations executed by the Trustee. <br />(xvii) the nonarbitrage certificate by the City in form and substance to the <br />reasonable satisfaction of Special Counsel and the Underwriter; <br />(xviii) the financial guaranty insurance policy and debt service reserve fund <br />surety bond issued by Ambac Assurance Corporation (the "Insurer") for the <br />Certificates; <br />(xix) the guaranty agreement dated as of the Closing Date by and between <br />the City and the Insurer; <br />16 <br />