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Smith Barney Shearson Inc. ,
<br /> as representative
<br /> Municipal Bond Investors Assurance Corporation
<br /> Orrick, Herrington & Sutcliffe
<br /> March 23 , 1994
<br /> Page 3
<br /> materially adversely affect the transactions contemplated by
<br /> the City Documents, a default or event of default under any
<br /> such instrument;
<br /> (v) The authorization, execution and delivery of
<br /> the City Documents and compliance with the provisions of each
<br /> of 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 a
<br /> breach of or default under any applicable constitutional
<br /> provision, law, Charter provision (including, but not limited
<br /> to, Section 1307 thereof) or administrative rule or
<br /> regulation of the State or the United States of America, or
<br /> any applicable judgment, decree, license, permit, trust
<br /> agreement, loan agreement, bond, note, resolution, ordinance,
<br /> agreement or other instrument to which the City (or any of its
<br /> officers in their respective capacities as such) is subject,
<br /> or by which it or any of its properties is bound, nor will any
<br /> such authorization, execution, delivery or compliance result
<br /> in the creation or imposition of any lien, charge or other
<br /> security interest or encumbrance of any nature whatsoever upon
<br /> any of its assets or properties or under the terms of any such
<br /> law, regulation or instrument, except as may be provided by
<br /> the City Documents or the JPA Agreement;
<br /> (vi) The information in the Official Statement under
<br /> the captions "THE CITY, " and "LITIGATION, " is true and
<br /> accurate to the best of my knowledge at and as of the date
<br /> hereof;
<br /> (vii) All authorizations, approvals, licenses,
<br /> permits, consents and orders of or filings with any
<br /> governmental authority, legislative body, board, agency or
<br /> commission having jurisdiction in the matters which are
<br /> required for the due authorization of, which would constitute
<br /> a condition precedent to or the absence of which would
<br /> materially adversely affect the due performance by the City of
<br /> its obligations in connection with, the City Documents and the
<br /> JPA Agreement have been duly obtained or made, except as may
<br /> be required under the Blue Sky or securities laws of any state
<br /> in connection with the offering and sale of the Bonds;
<br /> (viii) No action, suit, proceeding, inquiry or
<br /> investigation, at law or in equity, before or by any court,
<br /> government agency, public board or body, is pending or, to the
<br />
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