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<br />(b) By official action of the City prior to or concurrently with the acceptance
<br />hereof, the City has duly approved the distribution of the Preliminary Official Statement and the
<br />distribution of the Official Statement (including in electronic form), and has duly authorized and
<br />approved the execution and delivery of, and the performance by the City of the obligations on its part
<br />contained, in the City Documents. When executed and delivered, each City Document will constitute
<br />the legally valid and binding obligation of the City enforceable in accordance with its terms, except
<br />as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
<br />laws or equitable principles relating to or affecting creditors' rights generally.
<br />
<br />(c) The Preliminary Official Statement heretofore delivered to the Underwriter is
<br />hereby deemed final by the City as of its date and as of the date hereof, except for the omission of
<br />such information as is permitted to be omitted in accordance with paragraph (b )(i) of Rule 15c2-l2.
<br />The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a
<br />material fact or omit to state any material fact necessary to make the statements therein (other than
<br />the information relating to the financial guaranty insurance policy, the Insurer and The Depository
<br />Trust Company and its book-entry system, as to which no view is expressed), in the light of the
<br />circumstances under which they were made, not misleading. At the date hereof and on the Closing
<br />Date, the Final Official Statement did not and will not contain any untrue statement of a material fact
<br />or omit to state any material fact necessary to make the statements therein (other than the information
<br />relating to the financial guaranty insurance policy, the Insurer and The Depository Trust Company
<br />and its book-entry system, as to which no view is expressed), in the light of the circumstances under
<br />which they were made, not misleading. The City hereby covenants and agrees that, within seven
<br />business days from the date hereof, the City shall cause a final printed form of the Official Statement
<br />to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule
<br />15cZ-IZ and Rules of the Municipal Securities Rulemaking Board.
<br />
<br />(d) To the best knowledge of the undersigned officer of the City, the execution
<br />and delivery by the City of the City Documents and the approval by the City of the Official
<br />Statement and compliance with the provisions on the City's part contained in the City Documents,
<br />will not conflict with or constitute a breach of or default under any law, administrative regulation,
<br />judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to
<br />which the City is a party or is otherwise subject to, which conflict, breach or default has or may have
<br />a material adverse effect on the ability of the City to carry out its obligations under the City
<br />Documents, nor will any such execution, delivery, adoption or compliance result in the creation or
<br />imposition of any material lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of the properties or assets of City under the terms of any such law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br />agreement or other instrument, except as provided by the City Documents.
<br />
<br />(e) The City will advise the Underwriter promptly of any proposal to amend or
<br />supplement the Official Statement and will not effect or consent to any such amendment or
<br />supplement without the consent of the Underwriter, which consent will not be unreasonably
<br />withheld. The City will advise the Underwriter promptly of the institution of any proceedings known
<br />to it by any governmental Authority prohibiting or otherwise affecting the use of the Official
<br />Statement in connection with the offering, sale or distribution of the Bonds.
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<br />(f) To the best knowledge of the undersigned officer of the City, after reasonable
<br />inquiry, the City is not in breach of or default under any applicable law or administrative regulation
<br />of the State of California or the United States or any applicable judgment or decree or any loan
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<br />6
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<br />DOCSOClIO14263v4\22452.0102
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