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City of San Leandro
<br /> Agreement No.: 11- 806 -550
<br /> Project No.: C -06- 7002 -110
<br /> Section 103 of the Code. The provisions in this Article shall apply to a Recipient only if any portion of
<br /> the Project Funds is derived from proceeds of Bonds.
<br /> 4.17 Reasonable Expectations.
<br /> To the best of my knowledge, information and belief, and based on the facts and estimates as set
<br /> forth in the tax covenants in this Article, the expectations of the Recipient as set forth in this Article
<br /> are reasonable. The Recipient is not aware of any facts or circumstances that would cause it to
<br /> question the accuracy or reasonableness of any representation made in the provisions in this Article.
<br /> ARTICLE V MISCELLANEOUS PROVISIONS
<br /> 5.1 Covenants.
<br /> . (a) Tax Covenant. Notwithstanding any other provision hereof, the Recipient covenants and agrees
<br /> that it will comply with the Tax Covenants set forth in Article IV attached hereto if any portion of
<br /> the Project Funds is derived from proceeds of Bonds.
<br /> (b) Disclosure of Financial Information, Operating Data and Other Information. The Recipient
<br /> covenants to furnish certain financial and operating data pertaining to the Recipient that may be
<br /> required to either: (i) enable the State Water Board to secure an Indenture in connection with this
<br /> Agreement and issue any Bonds; or (ii) enable any underwriter to comply with Rule 15c2- 12(b)(5)
<br /> of the Securities and Exchange Commission. The Recipient further covenants to provide the
<br /> State Water Board with copies of all continuing disclosure reports concerning the Recipient
<br /> required by the terms of any financing other than this Agreement, including reports required to be
<br /> filed in order to comply with Rule 10b -5, and to send such reports to the State Water Board at the
<br /> same time such reports are sent to any dissemination agent, trustee, nationally recognized
<br /> municipal securities information repository or other person. The foregoing covenant shall apply to
<br /> a Recipient only if any portion of the Project Funds is derived from proceeds of Bonds.
<br /> 5.2 Assignability.
<br /> The Recipient agrees and consents to any pledge, sale or assignment to the Bank or a trustee for the
<br /> benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's
<br /> estate, right, title and interest and claim in, to and under this Agreement and the right to make all
<br /> related waivers and agreements in the name and on behalf of the State Water Board, as agent and
<br /> attorney -in -fact, and to perform all other related acts which are necessary and appropriate under this
<br /> Agreement, if any, and the State Water Board's estate, right, title and interest and claim in, to and
<br /> under this Agreement to Installment Payments (but excluding the State Water Board's rights to
<br /> Additional Payments and to notices, opinions and indemnification under each Obligation). This
<br /> Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the
<br /> State in the form of a formal written amendment.
<br /> 5.3 State Reviews and Indemnification.
<br /> The parties agree that review or approval of Project plans and specifications by the State Water
<br /> Board is for administrative purposes only and does not relieve the Recipient of its responsibility to
<br /> properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law,
<br /> the Recipient agrees to indemnify, defend and hold harmless the State Water Board, the Bank and
<br /> any trustee and their officers, employees and agents for the Bonds, if any (collectively, "Indemnified
<br /> Persons "), against any loss or liability arising out of any claim or action brought against any
<br /> Indemnified Persons from and against any and all losses, claims, damages, liabilities or expenses, of
<br /> every conceivable kind, character and nature whatsoever arising out of, resulting from, or in any way
<br /> connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct
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<br /> 20,0a 14510
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