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delivery and sale of the Certificates or the consummation <br /> by the Lessor of the other transactions contemplated by the <br /> Official Statement and this Contract of Purchase. <br /> <br /> (f) The Lessor is not in breach of or default under <br /> any applicable law or administrative regulation of the <br /> State of California or the United_States or any applicable <br /> judgment or decree or any loan agreement, indenture, bond, <br /> note, resolution, agreement or other instrument to which <br /> the Lessor is a party or is otherwise subject, and no event <br /> has occurred and is continuing which, with the passage of <br /> time or the giving of notice, or both, would constitute a <br /> default or an event of default under any such instrument. <br /> <br /> (g) There is no action, suit, proceeding, inquiry or <br /> investigation, at law or in equity, before or by any court, <br /> governmental agency, public board or body, pending or <br /> threatened against the Lessor affecting the existence of <br /> the Lessor or the titles of its officers to their <br /> respective offices or seeking to prohibit, restrain or <br /> enjoin the execution or delivery of the Certificates, or in <br /> any way contesting or affecting the validity or <br /> enforceability of the Assignment Agreement, the <br /> Certificates or the Legal Documents, or contesting the <br /> powers of the Lessor or its authority to enter into, adopt <br /> or perform its obligations under any of the foregoing, <br /> including, but not limited to, the consummation of the <br /> transactions relating to the financing of the Project as <br /> described in the Official Statement, or contesting in any <br /> way the completeness or accuracy of the Preliminary <br /> Official Statement or the Official Statement, or any <br /> amendment or supplement thereto, wherein an unfavorable <br /> decision, ruling or finding would materially adversely <br /> affect the validity or enforceability of the Certificates <br /> or the Legal Documents and the Assignment Agreement. <br /> <br /> (h) The Lessor will furnish such information, execute <br /> such instruments and take such other action in cooperation <br /> with the Underwriters as the Underwriters may reasonably <br /> request in order (1) to qualify the Certificates for offer <br /> and sale under the blue sky or other securities laws and <br /> regulations of such states and other jurisdictions of the <br /> United States as the Underwriter may designate and (2) to <br /> determine the eligibility of the Certificates for <br /> investment under the laws of such states and other <br /> jurisdictions, and will use its best efforts to continue <br /> such qualification in effect so long as required for <br /> distribution of the Certificates. <br /> <br /> 8 <br />1739030/2 <br /> <br /> <br />