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reflected in the Official Statement but should be reflected therein in order to make the
<br /> statements and information therein not misleading in any material respect.
<br /> (e) As of the date hereof, the City is not in breach of or in default under any
<br /> applicable constitutional provision, law or administrative rule or regulation of the
<br /> State of California or the United States of America, or any applicable judgment or
<br /> decree or any trust agreement, loan agreement, bond, note, resolution, ordinance,
<br /> agreement or other instrument to which the City is a party or is otherwise subject,
<br /> and no event has occurred and is continuing which, with the passage of time or the
<br /> giving of notice, or both, would constitute a default or event of default under any
<br /> such instrument; and, as of the date hereof, except as disclosed in the Official
<br /> Statement, the authorization, execution and delivery of the City Documents and
<br /> compliance with the provisions of each of such agreements or instruments do not and
<br /> will not conflict with or constitute a breach of or default under any applicable
<br /> constitutional provision, law or administrative rule or regulation of the State of
<br /> California or the United States of America, or any applicable judgment, decree,
<br /> license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance,
<br /> agreement or other instrument to which the City (or any of its officers in their
<br /> respective capacities as such) is subject, or by which it or any of its properties is
<br /> bound, nor will any such authorization, execution, delivery or compliance result in
<br /> the creation or imposition of any lien, charge or other security interest or
<br /> encumbrance of any nature whatsoever upon any of its assets or properties or under
<br /> the terms of any such law, regulation or instrument, except as may be provided by the
<br /> City Documents.
<br /> (f) As of the date hereof, no action, suit, proceeding, inquiry or investigation,
<br /> at law or in equity, before or by any court, government agency, public board or
<br /> body, pending or threatened (i) in any way questioning the existence of the City or
<br /> the titles of the officers of the City to their respective offices; (ii) affecting, contesting
<br /> or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds,
<br /> or the payment or collection of any amounts pledged or to be pledged to pay the
<br /> principal of and interest on the Bonds, or in any way contesting or affecting the
<br /> validity of the Bonds or the City Documents or the consummation of the transactions
<br /> contemplated thereby, or contesting the powers of the City and its authority to make
<br /> payments under the l Pase; (iii) which may result in any material adverse change
<br /> relating to the City; or (iv) contesting the completeness or accuracy of the Preliminary
<br /> Official Statement or the Official Statement or any supplement or amendment thereto
<br /> or asserting that the Preliminary Official Statement or the Official Statement contained
<br /> any untrue statement of a material fact or omitted to state any material fact required
<br /> to be stated therein or necessary to make the statements therein, in the light of the
<br /> circumstances under which they were made, not misleading, and there is no basis for
<br /> any action, suit, proceeding, inquiry or investigation of the nature described in clauses
<br /> (i) through (iv) of this sentence.
<br /> LA1-69935.2 2
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