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<br />The authorization, execution and delivery of the Loan Amendment, the <br />observance and performance by the District of its duties, covenants, obligations and agreements <br />thereunder, the consummation of the transactions contemplated therein and the undertaking and <br />completion of the Project (as defined in the Loan Amendment) do not and will not contravene <br />any existing law or any existing order, injunction, judgment, decree, rule or regulation of any <br />court or governmental or administrative agency, authority or person having jurisdiction over the <br />District or its property or assets or result in a breach or violation of any of the terms and <br />provisions of, or constitute a default under, any existing ordinance, resolution, trust agreement, <br />indenture, mortgage, deed of trust or other agreement to which the District is a party or by which <br />the District or its property or assets are bound. <br /> <br />There are no provisions III any state or local law that prevent the Loan <br />Amendment from binding the District. <br /> <br />The latest certified valuation for assessment of the taxable property in the District <br />is $7,788,810. The general obligation debt represented by the Loan Amendment, together with <br />other general obligation debt of the District, is equal to $3,883,686, an amount less than fifty <br />percent of the valuation for assessment of the taxable property in the District as certified by the <br />assessor ($3,894,405). <br /> <br />There is no litigation or other proceeding pending or threatened in any court or <br />other tribunal of competent jurisdiction (either state or Federal) questioning the creation, <br />organization or existence of the District, the rights of the directors and officers of the District to <br />hold their respective positions, the validity, legality or enforceability of the Loan Documents, the <br />undertaking or completion of the Project or the imposition or collection of the pledged revenues <br />or which, if adversely determined, could (i) materially adversely affect (a) the financial position <br />of the District, (b) the ability of the District to perform its obligations under the Loan <br />Amendment, (c) the security for the Loan Amendment, or (d) the transactions contemplated by <br />the District. <br /> <br />Each of the representations and warranties contained in the Loan Amendment is <br />true as of the date hereof. <br /> <br />2 <br /> <br />PUBFIN\836638.\ <br />