10B Action 2009 1221 - Laserfiche WebLink

Home

(i) The Agency is a public body corporate and politic duly organized and validly existing under the laws of the State of California. (ii) The resolution of the Agency approving and authorizing the execution and delivery of the Agency Documents and approving the Official Statement (the `Agency Resolutiori~ was duly adopted at a meeting of the Agency which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Agency Resolution is in full force and effect and has not been modified, amended or rescinded. (iii) Except as otherwise disclosed in the Official Statement, to the actual knowledge of Agency Counsel, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or threatened against the Agency, (a) challenging the creation, organization or existence of the Agency or the right or title of any member or officer of the Agency to hold his or her respective office or exercise or perform the powers and duties pertaining thereto, (b) challenging the validity of the Agency Documents, (c) seeking to restrain or enjoin the issuance, sale or repayment of the Bonds or in any way contesting or affecting the validity of the Agency Documents, (d) contesting the authority of the Agency to enter into or perform its obligations under any of the Agency Documents, (e) in connection with which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or (f) which, in any manner, questions the right of the Agency to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues. (iv) To the actual knowledge of such counsel, the Agency Documents have each been duly authorized, executed and delivered by the Agency, and the Agency Documents constitute the valid and binding legal obligations of the Agency enforceable in accordance with their respective terms except as such enforceability may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or general principles of equity limiting or otherwise affecting the enforcement of creditor rights, whether now existing or hereafter enacted. (v) To the actual knowledge of such counsel, the execution and delivery by the Agency of, and the performance by the Agency of its obligations under, the Bonds, the Indenture and this Purchase Contract do not conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Agency is a party or by which it is bound. (vi) To the actual knowledge of such counsel, the Agency has obtained all authorizations, approvals, consents or other orders of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the Agency required for the valid authorization, -7-