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(c) The Preliminary Official Statement heretofore delivered to the Underwriter is
<br />hereby deemed final by the City as of its date and as of the date hereof, except for the omission of
<br />such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2-12.
<br />The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a
<br />material fact or omit to state any material fact necessary to make the statements therein (other than
<br />the information relating to the financial guaranty insurance policy, the debt service reserve fund
<br />surety bond, the Insurer and The Depository Trust Company and its book -entry system, as to which
<br />no view is expressed), in the light of the circumstances under which they were made, not misleading.
<br />At the date hereof and on the Closing Date, the Final Official Statement did not and will not contain
<br />any untrue statement of a material fact or omit to state any material fact necessary to make the
<br />statements therein (other than the information relating to the financial guaranty insurance policy, the
<br />debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book -
<br />entry system, as to which no view is expressed), in the light of the circumstances under which they
<br />were made, not misleading. The City hereby covenants and agrees that, within seven business days
<br />from the date hereof, the City 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 City, the execution
<br />and delivery by the City of the City Documents and the approval by the City of the Official
<br />Statement and compliance with the provisions on the City's part contained in the City Documents,
<br />will not conflict with or constitute a breach of or default under any law, administrative regulation,
<br />judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to
<br />which the City is a party or is otherwise subject to, which conflict, breach or default has or may have
<br />a material adverse effect on the ability of the City to carry out its obligations under the City
<br />Documents, nor will any such execution, delivery, adoption or compliance result in the creation or
<br />imposition of any material lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of the properties or assets of City under the terms of any such law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br />agreement or other instrument, except as provided by the City Documents.
<br />(e) The City will advise the Underwriter promptly of any proposal to amend or
<br />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 City will advise the Underwriter promptly of the institution of any proceedings known
<br />to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement
<br />in connection with the offering, sale or distribution of the Certificates.
<br />(f) To the best knowledge of the undersigned officer of the City, after reasonable
<br />inquiry, the City is not in breach of or default under any applicable law or administrative regulation
<br />of the State of California or the United States or any applicable judgment or decree or any loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a
<br />party or is otherwise subject, and no event has occurred and is continuing which, with the passage of
<br />time or the giving of notice, or both, would constitute a default or an event of default under any such
<br />instrument, in each case which breach or default has or may have a material adverse effect on the
<br />ability of the City to perform its obligations under the City Documents.
<br />(g) The financial statement relating to the receipts, expenditures and cash
<br />balances of the City as of June 30, 2002 fairly represent the receipts, expenditures and cash balances
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