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of California, has full legal right, power and authority under the laws of the State of California to
<br /> enter into this Operating Agreement and to carry out and consummate all transactions
<br /> contemplated hereby, and by proper action the Authority has duly authorized the execution and
<br /> delivery of this Operating Agreement.
<br /> (b) Due Execution. The representatives of the Authority executing this Operating
<br /> Agreement have been fully authorized to execute the same pursuant to a resolution duly adopted
<br /> by the Board of the Authority.
<br /> (c) Valid, Binding and Enforceable Obligations. This Operating Agreement has been
<br /> duly authorized, executed and delivered by the Authority and constitutes the legal, valid and
<br /> binding agreement of the Authority enforceable against the Authority in accordance with its
<br /> terms.
<br /> (d) No Conflicts. The execution and delivery of this Operating Agreement, the
<br /> consummation of the transactions on the part of the Authority herein contemplated and the
<br /> fulfillment of or compliance by the Authority with the terms and conditions hereof do not and
<br /> will not conflict with or constitute a violation or breach of or default (with due notice or the
<br /> passage of time or both) under any applicable law or administrative rule or regulation, or any
<br /> applicable court or administrative decree or order, or any indenture, mortgage, deed of trust,
<br /> lease, contract or other agreement or instrument to which the Authority is a party or by which it
<br /> or its properties are otherwise subject or bound, or result in the creation or imposition of any
<br /> prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or
<br /> assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance
<br /> would have consequences that would materially and adversely affect the consummation of the
<br /> transactions contemplated by this Operating Agreement or the financial condition, assets,
<br /> properties or operations of the Authority.
<br /> (e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br /> indebtedness of the Authority, and no consent, permission, authorization, order or license of or
<br /> filing or registration with any governmental authority is necessary in connection with the
<br /> execution and delivery of this Operating Agreement, or the consummation of any transaction
<br /> herein 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 the Authority after reasonable investigation, threatened against or affecting the
<br /> Authority or the assets, properties or operations of the Authority which, if determined adversely
<br /> to the Authority or its interests, would have a material and adverse effect upon the consummation
<br /> of the transactions contemplated by or the validity of this Operating Agreement, or upon the
<br /> financial condition, assets, properties or operations of the Authority, and the Authority is not in
<br /> default with respect to any order or decree of any court or any order, regulation or demand of any
<br /> federal state, municipal or other governmental authority, which default might have consequences
<br /> that would materially and adversely affect the consummation of the transactions contemplated by
<br /> this Operating Agreement or the financial conditions, assets, properties or operations of the
<br /> Authority.
<br /> - 16 -
<br /> Project Operating Agreement 11/17/10
<br /> City Attorney Group
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