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with or constitute on the part of the City a breach of or default under any agreement or other instrument applicable to or binding upon the City, or any existing law, regulation, court order or consent decree to which the City is subject. 6. The Official Statement has been duly executed and delivered on behalf of the Authority by an authorized officer of the City. 7. Except as stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the City , has been served with process or, to my knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Authority, or the titles of their respective officers or the Council members or Board of Directors to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the delivery of the City Documents and the pledge of lease payments under the Lease Agreement or the pledge of the assets as security for the lease payments; (c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the City Documents, the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the City Documents; or (e) in any way question or affect the transactions contemplated by the Purchase Contract or the Official Statement, or any activity relating to the portion of the Project to be financed by the Bonds. 8. The information contained in the Official Statement under the captions "THE MEMBERS AND THE LEASED PREMISES," "THE PROJECT" (to the extent the matters therein relate to the Member), "LITIGATION" and "APPENDIX B - "Information Concerning Members and Description of Leased Premises" (to the extent the matters therein relate to the Member) is correct in all material respects and does not contain any untrue or misleading statement of a material fact or omit a 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. 9. The encumbrances set forth as exceptions to the title insurance policy obtained by the City with respect to the Leased Premises constitute "Permitted Encumbrances" as defined in the Lease Agreement, and such encumbrances do not materially impair the use of the Leased Premises and the sites thereof for the purposes for which they are, or may reasonably be expected to be, held. Respectfully submitted, IGM.YDDAN 26982 257329 6 E-2