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is a party or is otherwise subject, and no event has
<br /> occurred and is continuing which, with the passage of time
<br /> or the giving of notice, or both, would constitute, in any
<br /> manner which would materially adversely affect the
<br /> transactions contemplated by the City Documents, a default
<br /> or event of default under any such instrument; and, as of
<br /> such times, the authorization, execution and delivery of the
<br /> City Documents and compliance with the provisions of each of
<br /> such agreements or instruments and of the JPA Agreement do
<br /> not and will not, in any manner which would materially
<br /> adversely affect the transactions contemplated by the City
<br /> Documents or the JPA Agreement, conflict with or constitute
<br /> a breach of or default under any applicable constitutional
<br /> provision, law, Charter provision or administrative rule or
<br /> regulation of the State or the United States, or any
<br /> applicable judgment, decree, license, permit, trust
<br /> agreement, loan agreement, bond, note, resolution,
<br /> ordinance, agreement or other instrument to which the City
<br /> (or any of its officers in their respective capacities as
<br /> such) is subject, or by which it or any of its properties is
<br /> bound, nor will any such authorization, execution, delivery
<br /> or compliance result in the creation or imposition of any
<br /> lien, charge or other security interest or encumbrance of
<br /> any nature whatsoever upon any of its assets or properties
<br /> or under the terms of any such law, regulation or
<br /> instrument, except as may be provided by the City Documents
<br /> or the JPA Agreement.
<br /> (h) No Litigation. No action, suit, proceeding,
<br /> inquiry or investigation, at law or in equity, before or by
<br /> any court, government agency, public board or body, is
<br /> pending or, to the best knowledge of the City after due
<br /> investigation, threatened (i) in any way questioning the
<br /> existence of the City or the titles of the officers of the
<br /> City to their respective offices; (ii) affecting, contesting
<br /> or seeking to prohibit, restrain or enjoin the execution or
<br /> delivery of any of the Bonds, or in any way contesting or
<br /> affecting the validity of the Bonds, the City Documents or
<br /> the JPA Agreement or the consummation of the transactions
<br /> contemplated thereby, or contesting the exclusion of the
<br /> interest component of Base Rental payments from gross income
<br /> for federal income tax purposes or contesting the powers of
<br /> the City to enter into the City Documents or the JPA
<br /> Agreement; (iii) which may result in any material adverse
<br /> change to the financial condition of the City or to its
<br /> ability to pay the Base Rental payments when due; or (iv)
<br /> contesting the completeness or accuracy of the Preliminary
<br /> Official Statement or the Official Statement or any
<br /> supplement or amendment thereto or asserting that the
<br /> Preliminary Official Statement or the Official Statement
<br /> contained any untrue statement of a material fact or omitted
<br /> to state any material fact required to be stated therein or
<br /> necessary to make the statements therein, in the light of
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