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where necessary) the Bonds, the City Documents and any other applicable agreements will
<br />constitute the valid, legal and binding obligations of the City, enforceable in accordance with
<br />their respective terms, subject to bankruptcy, insolvency and other laws affecting the
<br />enforcement of creditors' rights in general and to the application of equitable principles if
<br />equitable remedies are sought.
<br />(d) No Defaults. The City is not in breach of or default under any applicable law or
<br />administrative rule or regulation of the United States or the State of California, or of any
<br />department, division, agency or instrumentality of either of them, or under any applicable court
<br />or administrative decree or order, or under any loan agreement, note, resolution, fiscal agent
<br />agreement, contract, agreement or other instrument to which the City is a party or is otherwise
<br />subject or bound, a consequence of which could be to materially and adversely affect the
<br />performance by the City of its obligations under the City Documents or the Bonds; and
<br />compliance with the provisions of each thereof will not conflict with or constitute a breach of or
<br />default under any applicable law or administrative rule or regulation of the United States or the
<br />State of California, or of any department, division, agency or instrumentality of either of them, or
<br />under any applicable court or administrative decree or order, or a material breach of or default
<br />under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other
<br />instrument to which the City is a party or is otherwise subject or bound,;
<br />(e) Approvals and Consents. Except for compliance with the blue sky or other states
<br />securities law filings, as to which the City makes no representations, all approvals, consents,
<br />authorizations, elections and orders of or filings or registrations with any State governmental
<br />authority, board, agency or commission having jurisdiction which would constitute a condition
<br />precedent to, or the absence of which would materially adversely affect, the performance by the
<br />City of its obligations hereunder, or under the City Documents or the Bonds, have been obtained
<br />and are in firll force and effect;
<br />(f) Form and Validity of the Bonds and City Documents. The Bonds, the City
<br />Documents, and other applicable agreements conform as to form and tenor to the descriptions
<br />thereof contained in the Bonds, when delivered to and paid for by the Underwriter on the Closing
<br />Date as provided herein, will be validly issued and outstanding and entitled to all the benefits and
<br />security of the Fiscal Agent Agreement.
<br />(g) Validity of Assessments. The Assessments have been duly and lawfally levied
<br />under the 1913 Act, and the Assessments constitute valid and legally binding liens on the
<br />properties on which they have been levied.
<br />(h) Underwriting Period. Until the date which is twenty -five (25) days after the "end
<br />of the underwriting period" (as hereinafter defined), if any event shall occur of which the City
<br />becomes aware, as a result of which it may be necessary to supplement the Official Statement in
<br />order to make the statements in the Official Statement, in light of the circumstances existing at
<br />such time, not misleading, the City shall forthwith notify the Underwriter of such event and shall
<br />cooperate fully in famishing any information available to it for any supplement to the Official
<br />Statement necessary so that the statements therein, as so supplemented, will not be misleading in
<br />light of the circumstances existing at such time; and the City shall promptly furnish to the
<br />Underwriter a reasonable number of copies of such supplement (as used herein, the term "end of
<br />55B -124
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