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into or perform its obligations under any of the foregoing or in any way contesting the powers of the City in connection with any action contemplated by this Agreement or to restrain or enjoin the payment of Lease Payments, nor is there any basis for any such action, suit, proceeding or investigation. (f) By official action of the City prior to or concurrently with the execution hereof, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents and the consummation by it of all other transactions contemplated by this Agreement. (g) The City is not in breach of or default under any material applicable law or administrative regulation of the State of California or the United States or any material applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject and in connection with which the City is obligated to make payments from its own funds, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument the consequence of which could be to materially and adversely affect the performance of the City under the City Documents. (h) The City will deliver all opinions, certificates, letters and other instruments and documents reasonably required by the Purchasers and this Agreement. (i) Any certificate of the City delivered to the Purchasers shall be deemed a representation and warranty by the City to the Purchasers as to the statements made therein. (j) As of the time of acceptance hereof and as of the Closing Date the City does not and will not have outstanding any indebtedness which is secured by a lien on the City's general fund except as disclosed to the Purchasers. (k) The financial statements of, and other financial information regarding the City delivered to the Purchasers fairly present the financial position and results of the operations of the City as of the dates and for the periods therein set forth and the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. (1) Between the date of this Agreement and the date of Closing Date, the City will not, without the prior written consent of the Purchasers, offer or issue any certificates, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, secured by a lien on the City's general fund. 6. Conditions Precedent to the Closing. Other conditions precedent to the Closing are: (a) The delivery by the City of a certified copy of (i) the resolution of the City Council authorizing the execution and delivery by the City of the Site and Facility Lease and the Lease Agreement, together with an incumbency certificate of the City, and (ii) the resolution of the Board of Directors of the Authority authorizing the execution and delivery by the Authority of the Site and Facility Lease, the Lease Agreement and the Assignment Agreements, together with an incumbency certificate of the Authority; (b) The delivery by the City of the fully executed Site and Facility Lease, Lease Agreement and Assignment Agreements in form and substance acceptable to the Purchasers; -4- 4 -108