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will constitute the legal, valid and binding obligation of the Agency enforceable in accordance with
<br />its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
<br />moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally.
<br />(c) Prior to the date hereof, the Agency has provided to the Underwriter for its
<br />review the Preliminary Official Statement that an authorized officer of the City has deemed final for
<br />purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and
<br />the Official Statement and has duly authorized the execution and delivery of the Official Statement
<br />(including in electronic form). The Preliminary Official Statement, at the date thereof, did not
<br />contain any untrue statement of a material fact or omit to state any material fact necessary to make
<br />the statements therein (other than the information relating to the financial guaranty insurance policy,
<br />the Insurer and The Depository Trust Company and its book -entry system, as to which no view is
<br />expressed), in the light of the circumstances under which they were made, not misleading. At the
<br />date hereof and on the Closing Date, the Final Official Statement did not and will not contain any
<br />untrue statement of a material fact or omit to state any material fact necessary to make the statements
<br />therein (other than the information relating to the financial guaranty insurance policy, the debt
<br />service reserve fund surety bond, the Insurer and The Depository Trust Company and its book -entry
<br />system, as to which no view is expressed), in the light of the circumstances under which they were
<br />made, not misleading. The Agency hereby covenants and agrees that, within seven business days
<br />from the date hereof, the Agency shall cause a final printed form of the Official Statement to be
<br />delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12
<br />and Rules of the Municipal Securities Rulemaking Board.
<br />(d) To the best knowledge of the undersigned officer of the Agency, the
<br />execution and delivery by the Agency of the Agency Documents and the approval and execution by
<br />the Agency of the Official Statement and compliance with the provisions on the Agency's part
<br />contained in the Agency Documents, will not conflict with or constitute a breach of or default under
<br />any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the Agency is a party or is otherwise subject to,
<br />which conflict, breach or default has or may have a material adverse effect on the ability of the
<br />Agency to carry out its obligations under the Agency Documents, nor will any such execution,
<br />delivery, adoption or compliance result in the creation or imposition of any material lien, charge or
<br />other security interest or encumbrance of any nature whatsoever upon any of the properties or assets
<br />of the Agency under the terns of any such law, administrative regulation, judgment, decree, loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by
<br />the Agency Documents.
<br />(e) The Agency will advise the Underwriter promptly of any proposal to amend
<br />or supplement the Official Statement and will not effect or consent to any such amendment or
<br />supplement without the consent of the Underwriter, which consent will not be unreasonably
<br />withheld. The Agency will advise the Underwriter promptly of the institution of any proceedings
<br />known to it by any governmental agency prohibiting or otherwise affecting the use of the Official
<br />Statement in connection with the offering, sale or distribution of the Certificates.
<br />(f) To the best knowledge of the undersigned officer of the Agency, after
<br />reasonable inquiry, the Agency is not in breach of or default under any applicable law or
<br />administrative regulation of the State of California or the United States or any applicable judgment or
<br />decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to
<br />which the Agency is a party or is otherwise subject, and no event has occurred and is continuing
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