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Smith Barney Shearson Inc. , as representative Municipal Bond Investors Assurance Corporation Orrick, Herrington & Sutcliffe March 23 , 1994 Page 4 best knowledge of the City after due investigation, threatened (i) in any way questioning the existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds, the City Documents or the JPA Agreement or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest component of Base Rental payments from gross income for federal income tax purposes or contesting the powers of the City to enter into the City Documents or the JPA Agreement; (iii) which may result in any material adverse change to the financial condition of the City or to its ability to pay the Base Rental payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no opinion is given as to information contained under the caption "BOND INSURANCE" or in APPENDIX F thereto, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence; and (ix) Nothing has come to my attention which would lead such counsel to believe that the Official Statement (excluding therefrom the financial and statistical data and forecasts included therein, as to which non opinion need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) The exceptions set forth in the title insurance policies delivered with respect to the Leased Property, as defined in the Lease, constitute Permitted Encumbrances, as defined in the Lease, and such exceptions do not materially impair the use of the Project, as defined in the Lease, the existing facilities and the real property constituting the Leased Property, for the purposes for which they are, or may reasonably be expected to be, held.