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(e) To the best of its knowledge, the City is not in violation or breach of or default under any
<br />applicable constitutional provision, law or administrative rule or regulation of the State of California or
<br />the United States of America, or any agency or instrumentality of either of them, or any applicable
<br />judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other
<br />instrument to which the City is a parry or is otherwise subject, which would constitute a default under any
<br />of the City Agreements, and no event has occurred and is continuing which, with the passage of time or
<br />the giving of notice, or both would constitute a violation or a breach of or a default under any such loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or
<br />is otherwise subject;
<br />(f) As of the date hereof and on the Closing Date, the City is and will be in compliance in all
<br />respects with the material covenants and agreements contained in the City Agreements;
<br />(g) To the best knowledge of the City after due investigation, other than as set forth in the
<br />Official Statement or as the City has otherwise disclosed, in writing, to the Underwriter, there is no
<br />action, suit, proceeding, inquiry or investigation, at law or in equity, or by or before any court,
<br />governmental agency, public board or body, pending or threatened against the City, wherein an
<br />unfavorable decision, ruling or finding would: (1) have a material adverse affect on the creation,
<br />organization, existence or powers of the City, the title of any official of the City to such person's office,
<br />the validity of the City Agreements, the authorization, execution, delivery or performance by the City of
<br />the Bonds or the City Agreements; or (ii) seek to restrain or enjoin the issuance, sale or delivery of the
<br />Bonds, the execution and delivery of the Indenture, the pledge of the revenues under the Indenture or the
<br />assignment by the City of its rights under the Indenture; or(iii) in any way contest or affect the validity or
<br />enforceability of the City Agreements or the Bonds; or (iv) contest in any way the completeness or
<br />accuracy of the Preliminary Official Statement; or (v) contest the power of the City or its authority with
<br />respect to the Bonds or the City Agreements; or (vi) in any way question or contest the exclusion of
<br />interest on the Bonds from gross income for federal and State income tax purposes; or (vi) in any way
<br />question or affect the Purchase Agreement, or the transactions contemplated by the Purchase Agreement,
<br />the Official Statement, or any other agreement or instrument to which the City is a party relating to the
<br />Bonds;
<br />(h) Except as may be required under Blue Sky or other securities laws of any state, there is
<br />no consent, approval, authorization or other order of, or filing or registration with, or certification by, any
<br />regulatory authority having jurisdiction over the City required for the approval and delivery of this
<br />Purchase Agreement or the consummation by the City of the other transactions contemplated by the City
<br />Agreements that has not been obtained;
<br />(1) Any certificate signed by any official of the City authorized to do so shall be deemed a
<br />representation and warranty by the City to the Underwriter as to the statements made therein;
<br />0) The City is not in any material default on any bond, note or other obligation for borrowed
<br />money or any agreement under which any such obligation is or was outstanding;
<br />(k) As used in this Purchase Agreement, the term `End of the Underwriting Period" for the
<br />Bonds shall mean the earlier of (1) the Closing Date unless the City shall have been notified in writing to
<br />the contrary by the Underwriter on or prior to the Closing Date or (ii) the date on which the End of the
<br />Underwriting Period for the Bonds has occurred under Rule 15c2 -12, provided, however, that the City
<br />may treat as the End of the Underwriting Period for the Bonds as the date specified as such in a notice
<br />from the Representative stating the date which is the End of the Underwriting Period;
<br />(1) If between the date hereof and the date which is 25 days after the End of the
<br />Underwriting Period for the Bonds, an event occurs, or facts or conditions become known to the City
<br />which, in the reasonable opinion of Meyers Nave (the "City Attorney "), Jones Hall, A Professional Law
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