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Section 420 Representations Covenants and Warranties of Lser <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 <br />17 <br />Project Operating Agreement 1 1 17 10 <br />City Attorney Group