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hereof and any ancillary agreement, and will faithfully observe and perform all the agreements,
<br />conditions, covenants and terms contained herein required to be observed and performed by it,
<br />and will not terminate the Installment Purchase Agreement for any cause including, without
<br />limiting the generality of the foregoing, any acts or circumstances that may constitute failure of
<br />consideration, destruction of or damage to the Project, commercial frustration of purpose, any
<br />change in the tax or other laws of the United States of America or of the State or any political
<br />subdivision of either or any failure of the Authority to observe or perform any agreement,
<br />condition, covenant or term contained herein required to be observed and performed by it,
<br />whether express or implied, or any duty, liability or obligation arising out of or connected
<br />herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority
<br />or any force majeure, including acts of God, tempest, storm, earthquake, war, rebellion, riot, civil
<br />disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lock outs, lack
<br />of transportation facilities, fire, explosion, or acts or regulations of governmental authorities.
<br />The City will faithfully observe and perform all the agreements, conditions, covenants
<br />and terms contained in the Installment Purchase Agreement, including Supplements, and any
<br />Issuing Instrument relating to Parity Obligations required to be observed and performed by it,
<br />and it is expressly understood and agreed by and between the parties to the Installment Purchase
<br />Agreement that, subject to Section 10.07 hereof, each of the agreements, conditions, covenants
<br />and terms contained herein and therein is an essential and material term of the purchase of and
<br />payment for each Component by the City pursuant to, and in accordance with, and as authorized
<br />under the Constitution, laws of the State and the Charter.
<br />The City shall be unconditionally and irrevocably obligated, as long as any Installment
<br />Payment Obligations remain outstanding and unpaid, to take all lawful action necessary or
<br />required to continue to entitle the City to collect and deposit such System Revenues in the Water
<br />Revenue Fund for use as provided in this Installment Purchase Agreement, provided however,
<br />such obligation does not, in any way, limit the City's ability to undertake any and all legal
<br />actions, including any appeals, in the defense of a federal court order dictating a water system
<br />configuration other than that approved and adopted by the City.
<br />SECTION 6.02. Against Encumbrances. The City will not make any pledge of or
<br />place any lien on the Net System Revenues except as otherwise provided or permitted herein.
<br />SECTION 6.03. Debt Service Reserve Fund. The City will maintain or cause to be
<br />maintained each Reserve Fund and Reserve Account at the applicable Reserve Requirement. In
<br />the event the amount in any such fund or account falls below the applicable Reserve
<br />Requirement, the City will replenish such fund or account up to the applicable Reserve
<br />Requirement pursuant to Section 5.02.
<br />SECTION 6.04. Against Sale or Other Disposition of Property. The City will not sell,
<br />lease or otherwise dispose of the Water System or any part thereof essential to the proper
<br />operation of the Water System or to the maintenance of the System Revenues, except as provided
<br />herein. Further, the City will not, except as otherwise provided herein, enter into any agreement
<br />or lease which impairs the operation of the Water System or any part thereof necessary to secure
<br />adequate Net System. Revenues for the payment of the Parity Obligations or which would
<br />otherwise impair the rights of the Authority with respect to the System Revenues or the operation
<br />55394.00011 \8819608.3 80Arg 36
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