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default under any such instrument which breach, default or event could have a material
<br />adverse effect on the City's ability to perform its obligations under the Bonds or the City
<br />Documents; and, as of such times, the authorization, execution and delivery of the Bonds
<br />and the City Documents and compliance by the City with obligations on its part to be
<br />performed in each of such agreements or instruments does not and will not conflict with
<br />or constitute a breach of or default under any applicable constitutional provision, law or
<br />administrative rule or regulation of the State or the United States, or any applicable
<br />judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
<br />resolution, ordinance, agreement or other instrument to which the City (or any of its
<br />officers in their respective capacities as such) is subject, or by which it or any of its
<br />properties are bound, nor will any such authorization, execution, delivery or compliance
<br />result in the creation or imposition of any lien, charge or other security interest or
<br />encumbrance of any nature whatsoever upon any of its assets or properties or under the
<br />terms of any such law, regulation or instrument, except as may be permitted by the City
<br />Documents.
<br />e. No Litigation. At the time of acceptance hereof there is no action, suit,
<br />proceeding, inquiry or investigation, at law or in equity, before or by any court,
<br />government agency, public board or body (collectively and individually, an "Action")
<br />pending against the City with respect to which the City has been served with process, nor
<br />to the knowledge of the City is any Action threatened against the City, in which any such
<br />Action (i) in any way questions the existence of the City or the rights of the members of
<br />the City Council to hold their respective positions, (ii) in any way questions the formation
<br />or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the
<br />issuance or delivery of any of the Bonds, or the payment or collection of any amounts
<br />pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way
<br />contests or affects the validity of the City Documents or the consummation of the
<br />transactions on the part of the City described therein, or contests the exclusion of the
<br />interest on the Bonds from federal income taxation, or (iv) which may result in any
<br />material adverse change in the financial condition of the City; and, as of the time of
<br />acceptance hereof, to the City's knowledge, there is no basis for any action, suit,
<br />proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of
<br />this sentence.
<br />f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
<br />when issued, executed, and delivered in accordance with the Indenture and sold to the
<br />Underwriter as provided herein, will be validly issued and outstanding obligations of the
<br />City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
<br />security of the pledge of the proceeds of the levy of the Assessments received by the
<br />City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge
<br />of the monies in certain funds and accounts established pursuant to the Indenture to the
<br />extent provided for in the Indenture, including the investments thereof, subject in all
<br />cases to the provisions of the Indenture permitting the application thereof for the
<br />purposes and on the terms and conditions set forth therein.
<br />g. Assessments. The Assessments constituting the security for the Bonds
<br />have been levied by the City in accordance with the Act on those parcels of land
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<br />4158-2138-4984.4
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