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Underwriter, and if, in the opinion of the Underwriter, such event requires the
<br />preparation and publication of a supplement or amendment to the Official Statement,
<br />the Agency shall cooperate with the Underwriter in the preparation of an amendment
<br />or supplement to the Official Statement in a form and in a manner approved by the
<br />Underwriter, and all printing expenses thereby incurred shall be paid for by the
<br />Agency. The Agency will advise the Underwriter promptly of the institution of any
<br />proceedings known to it by any governmental agency prohibiting or otherwise
<br />affecting the use of the Official Statement in connection with the offering, sale or
<br />distribution of the Bonds.
<br />(e) No Breach or Default. As of the time of acceptance hereof and as of the time of the
<br />Closing, except as otherwise disclosed in the Official Statement, the Agency is not
<br />and will not be in breach of or in default under any applicable constitutional
<br />provision, law or administrative rule or regulation of the State of California or the
<br />United States, or any applicable judgment or decree or any trust agreement, loan
<br />agreement, bond, note, resolution, ordinance, agreement or other instrument to
<br />which the Agency is a party or is otherwise subject, and no event has occurred and is
<br />continuing which, with the passage of time or the giving of notice, or both, would
<br />constitute a default or event of default under any such instrument; and, as of such
<br />times, except as disclosed in the Official Statement, the authorization, execution and
<br />delivery of the Agency Documents and the Official Statement and compliance with
<br />the provisions of each of such agreements or instruments do not and will not conflict
<br />with or constitute a breach of or default under any applicable constitutional
<br />provision, law or administrative rule or regulation of the State of California or the
<br />United States, or any applicable judgment, decree, license, permit, trust agreement,
<br />loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
<br />which the Agency (or any of its officers in their respective capacities as such) is
<br />subject, or by which it or any of its properties is bound, nor will any such
<br />authorization, execution, delivery or compliance result in the creation or imposition
<br />of any lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of its assets or properties or under the terms of any such law,
<br />regulation or instrument, except as may be provided by the Agency Documents.
<br />(f) No Litigation. As of the time of acceptance hereof and the Closing, except as
<br />disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or
<br />investigation, at law or in equity, before or by any court, government agency, public
<br />board or body, pending or threatened (i) in any way questioning the corporate
<br />existence of the Agency or the titles of the officers of the Agency to their respective
<br />offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the
<br />issuance or delivery of any of the Bonds, or the payment or collection of any
<br />amounts pledged or to be pledged to pay the principal of and interest on the Bonds,
<br />or in any way contesting or affecting the validity of the Agency Documents, the
<br />power of the Agency to execute and deliver the Agency Documents or the Official
<br />Statement or the consummation of the transactions contemplated thereby, or
<br />contesting the exclusion of the interest on the Bonds from taxation or contesting the
<br />powers of the Agency and its authority to pledge the Tax Revenues; (iii) which may
<br />result in any material adverse change relating to the Agency; or (iv) contesting the
<br />completeness or accuracy of the Preliminary Official Statement or the final Official
<br />Statement or any supplement or amendment thereto or asserting that the Preliminary
<br />Official Statement or the final Official Statement contained any untrue statement of a
<br />material fact or omitted to state any material fact required to be stated therein or
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