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this Operating Agreement or the financial conditions, assets, properties or operations of the
<br />Authority.
<br />Section 4.20. Representations, Covenants and Warranties of User.
<br />User represents, covenants and warrants to the Authority as follows:
<br />(a) Due Organization and Existence. User is a public body, corporate and politic,
<br />duly organized and validly existing under the laws of the State of California, has full legal right,
<br />power and authority to enter into this Operating Agreement and to carry out and consummate all
<br />transactions contemplated hereby and thereby, and by proper action User has duly authorized the
<br />execution and delivery of this Operating Agreement.
<br />(b) Due Execution. The representatives of User executing this Operating Agreement
<br />are fully authorized to execute the same pursuant to official action taken by the governing body
<br />of the User.
<br />(c) Valid, Binding and Enforceable Obligation. This Operating Agreement has been
<br />duly authorized, executed and delivered by User and constitutes the legal, valid and binding
<br />agreement of User, enforceable against User in accordance with its terms.
<br />(d) No Conflicts. The execution and delivery of this Operating Agreement, the
<br />consummation of the transactions on the part of User herein contemplated and the fulfillment of
<br />or compliance by User with the terms and conditions hereof, do not and will not conflict with or
<br />constitute a violation or breach of or default (with due notice or the passage of time or both)
<br />under any applicable law or administrative rule or regulation, or any applicable court or
<br />administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other
<br />agreement or instrument to which User is a party or by which it or its properties are otherwise
<br />subject or bound, or result in the creation or imposition of any prohibited lien, charge or
<br />encumbrance of any nature whatsoever upon any of the property or assets of User, which
<br />conflict, violation, breach, default, lien, charge or encumbrance would have consequences that
<br />would materially and adversely affect the consummation of the transactions on the part of such
<br />User contemplated by this Operating Agreement or the financial condition, assets, properties or
<br />operations of such User.
<br />(e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br />indebtedness of User, and no consent, permission, authorization, order or license of, or filing or
<br />registration with, any governmental authority is necessary in connection with the execution and
<br />delivery of this Operating Agreement, or the consummation of any transaction herein
<br />contemplated, except as have been obtained or made and as are in full force and effect.
<br />(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before
<br />or by any court or federal, state, municipal or other governmental authority pending or, to the
<br />knowledge of User after reasonable investigation, threatened against or affecting such User or
<br />the assets, properties or operations of such User which, if determined adversely to the User or its
<br />interests, would have a material and adverse effect upon the consummation of the transactions
<br />contemplated by or the validity of this Operating Agreement, or upon the financial condition,
<br />assets, properties or operations of the User , and User is not in default with respect to any order
<br />Project Operating Agreement 090910
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