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(ii) No event affecting the Agency has occurred since the date of the Official
<br />Statement which has not been disclosed therein or in any supplement or
<br />amendment thereto which event should be disclosed in the Official Statement
<br />in order to make the statements therein, in the light of the circumstances under
<br />which they were made, not misleading.
<br />(iii) The Agency Documents are in full force and effect and none has been
<br />amended in any respect, except as approved in writing by the Underwriter.
<br />(iv) Except as otherwise disclosed in the Official Statement, to the best knowledge
<br />of such signing officer, there is no litigation, proceeding, action, suit, or
<br />investigation at law or in equity before or by any court, governmental agency
<br />or body, pending or threatened against the Agency, challenging the creation,
<br />organization or existence of the Agency, or the validity of the Agency
<br />Documents or seeking to restrain or enjoin the repayment of the Bonds or in
<br />any way contesting or affecting the validity of the Agency Documents or
<br />contesting the authority of the Agency to enter into or perform its obligations
<br />under any of the Agency Documents, or under which a determination adverse
<br />to the Agency would have a material adverse effect upon the financial
<br />condition or the revenues of the Agency, or which, in any manner, questions
<br />the right of the Agency to use the Tax Revenues for repayment of the Bonds or
<br />affects in any manner the right or ability of the Agency to collect or pledge the
<br />Tax Revenues.
<br />(g) Trustee's Certificate. A certificate of the Trustee, dated the date of Closing, in form
<br />and substance acceptable to counsel for the Underwriter, to the following effect:
<br />(i) The Trustee is duly organized and existing as a banking corporation in good
<br />standing under the laws of the State of California, having the full power and
<br />authority to accept the trusts and to enter into and perform its duties under the
<br />Indenture.
<br />(ii) The Trustee is duly authorized to enter into the Indenture.
<br />(iii) Compliance with the provisions on the Trustees part contained in the Indenture
<br />will not conflict with or constitute a breach of or default under any judgment,
<br />decree, loan agreement, indenture, bond, note, resolution, agreement or other
<br />instrument to which the Trustee is a party or is otherwise subject, or, to the best
<br />knowledge of the Trustee, any material law or administrative regulation to
<br />which the Trustee is subject, as a result of which the Trustee's ability to
<br />perform its obligations under the Indenture would be impaired, nor will any
<br />such compliance result in the creation or imposition of any lien, charge or other
<br />security interest or encumbrance of any nature whatsoever upon any of the
<br />properties or assets held by the Trustee pursuant to the lien created by the
<br />Indenture under the terms of any such law, administrative regulation,
<br />judgment, decree, loan agreement, indenture, bond, note, resolution, agreement
<br />or other instrument, except as provided by the Indenture.
<br />(iv) There is no action, suit, proceeding or investigation, at law or in equity, before
<br />or by any court or governmental agency, public board or body that has been
<br />served upon the Trustee or to the best knowledge, threatened against the
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