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Section 4.20. Representations, Covenants and Warranties of L'ser.
<br /> User represents, covenants and warrants to the Authority as follows:
<br /> (a) Due Organization and Existence. User is a public body, corporate and politic,
<br /> duly organized and validly existing under the laws of the State of California, has full legal right,
<br /> power and authority to enter into this Operating Agreement and to carry out and consummate all
<br /> transactions contemplated hereby and thereby, and by proper action User has duly authorized the
<br /> execution and delivery of this Operating Agreement.
<br /> (b) Due Execution. The representatives of User executing this Operating Agreement
<br /> are fully authorized to execute the same pursuant to official action taken by the governing body
<br /> of the User.
<br /> (c) Valid, Binding and Enforceable Obligation. This Operating Agreement has been
<br /> duly authorized, executed and delivered by User and constitutes the legal, valid and binding
<br /> agreement of User, enforceable against User in accordance with its terms.
<br /> (d) No Conflicts. The execution and delivery of this Operating Agreement, the
<br /> consummation of the transactions on the part of User herein contemplated and the fulfillment of
<br /> or compliance by User with the terms and conditions hereof, do not and will not conflict with or
<br /> constitute a violation or breach of or default (with due notice or the passage of time or both)
<br /> under any applicable law or administrative rule or regulation, or any applicable court or
<br /> administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other
<br /> agreement or instrument to which User is a party or by which it or its properties are otherwise
<br /> subject or bound, or result in the creation or imposition of any prohibited lien, charge or
<br /> encumbrance of any nature whatsoever upon any of the property or assets of User, which
<br /> conflict, violation, breach, default, lien, charge or encumbrance would have consequences that
<br /> would materially and adversely affect the consummation of the transactions on the part of such
<br /> User contemplated by this Operating Agreement or the financial condition, assets, properties or
<br /> operations of such User.
<br /> (e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br /> indebtedness of User, and no consent, permission, authorization, order or license of, or filing or
<br /> registration with, any governmental authority is necessary in connection with the execution and
<br /> delivery of this Operating Agreement, or the consummation of any transaction herein
<br /> contemplated, except as have been obtained or made and as are in full force and effect.
<br /> (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before
<br /> or by any court or federal, state, municipal or other governmental authority pending or, to the
<br /> knowledge of User after reasonable investigation, threatened against or affecting such User or
<br /> the assets, properties or operations of such User which, if determined adversely to the User or its
<br /> interests, would have a material and adverse effect upon the consummation of the transactions
<br /> contemplated by or the validity of this Operating Agreement, or upon the financial condition.
<br /> assets, properties or operations of the User , and User is not in default with respect to any order
<br /> or decree of any court or any order, regulation or demand of any federal, state, municipal or other
<br /> governmental authority, which default alight have consequences that would materially and
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<br /> Project Operating Agreement 1 1! 17, 10
<br /> City Attorney Group
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