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<br />(d) No Conflicts. The execution and delivery of this Agreement, the
<br />consummation of the transactions herein contemplated and the fulfillment of or
<br />compliance with the terms and conditions hereof, do not and will not conflict with
<br />or constitute a violation or breach of or default (with due notice or the passage of
<br />time or both) under any applicable law or administrative rule or regulation, or any
<br />applicable court or administrative decree or order, or any indenture, mortgage,
<br />deed of trust, lease, contract or other agreement or instrument to which the City
<br />is a party or by which it or its properties are otherwise subject or bound, or result
<br />in the creation or imposition of any prohibited lien, charge or encumbrance of any
<br />nature whatsoever upon any of the property or assets of the City, which conflict,
<br />violation, breach, default, lien, charge or encumbrance would have
<br />consequences that would materially adversely affect the consummation of the
<br />transactions contemplated by this Agreement or the financial condition, assets,
<br />properties or operations of the City, including but not limited to the performance
<br />of the City’s obligations under this Agreement.
<br />
<br />(e) Consents and Approvals. No consent or approval of any trustee
<br />or holder of any indebtedness of the City or of the voters of the City, and no
<br />consent, permission, authorization, order or license of, or filing or registration
<br />with, any governmental authority is necessary in connection with the execution
<br />and delivery of this Indenture, or the consummation of any transaction herein
<br />contemplated, except as have been obtained or made and as are in full force and
<br />effect.
<br />
<br />(f) No Litigation. There is no action, suit, proceeding, inquiry or
<br />investigation before or by any court or federal, state, municipal or other
<br />governmental authority pending or, to the knowledge of the City after reasonable
<br />investigation, threatened against or affecting the City or the assets, properties or
<br />operations of the City which, if determined adversely to the City or its interests,
<br />would have a material and adverse effect upon the consummation of the
<br />transactions contemplated by or the validity of this Indenture, or upon the
<br />financial condition, assets, properties or operations of the City, and the City is not
<br />in default with respect to any order or decree of any court or any order, regulation
<br />or demand of any federal, state, municipal or other governmental authority, which
<br />default might have consequences that would materially adversely affect the
<br />consummation of the transactions contemplated by this Indenture, or the financial
<br />conditions, assets, properties or operations of the City, including but not limited to
<br />the payment and performance of the City’s obligations under this Indenture.
<br />
<br />(g) Encumbrances. There are no easements, encumbrances or
<br />interests with respect to the Water System or the Project that prohibit or
<br />materially impair the execution, delivery and performance of this Installment Sale
<br />Agreement or the acquisition or use of the Project or the use of the Water
<br />System.
<br />
<br />SECTION 2.2. Representations, Covenants and Warranties of Authority. The
<br />Authority represents, covenants and warrants to the City and the Trustee as follows:
<br />
<br />(a) Due Organization and Existence. The Authority is a joint exercise
<br />of powers authority organized and existing under the laws of the State of
<br />California, and has power to enter into this Agreement and the Indenture and to
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