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7. The Master Agreement and the Property Schedule have been duly executed and delivered by Purchaser and <br />constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the terms <br />thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, <br />reorganization or other laws of equitable principles of general application, or of application to municipalities or political <br />subdivisions such as the Purchaser, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion <br />in appropriate cases. <br />8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is <br />pending, (or, to our knowledge, threatened) against Purchaser in any court (a) seeking to restrain or enjoin the delivery of the <br />Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the <br />authority of Purchaser to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or <br />the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality <br />of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property <br />Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property <br />Schedule. <br />This opinion may be relied upon by Seller, its successors and assigns, and any other legal counsel who provides an <br />opinion with respect to the Property Schedule. <br />Very truly yours, <br />By: <br />Dated <br />71 <br />�f <br />v <br />