Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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ARTiCLE V REPRESENTATIONS, COVENANTS AND WARRANTIES Section 5.01. Complfance with Instaliment Purchase Contract. The City will punctually pay the Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate this Installment Purchase Contract for any cause whatsoever, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project, condemnation of the Project by any governmental entity, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term required to be observed and performed by it contained herein, whether express or implied, or any duty, liability or obligation arising out of or connected with this Installment Purchase Contract. The Ciry will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Indenture required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to this Installment Purchase Contract and the Indenture that each of the agreements, conditions, covenants and terms contained in the Indenture and this Installment Purchase Contract is an essential and material term of the purchase of and any payment for the Project by the Ciry. The Ciry will faithfully observe and pertorm all the agreements, conditions, covenants and terms required to be observed and performed by it pursuant to all outstanding Parity Obligations as such may from time to time be amended. Section 5.02. Against Encumbrances. The City hereby covenants that, subject to Section 7.02 of the Indenture, there is no pledge of or lien on Net Revenues senior to the pledge and lien securing the Installment Payments. The City will not make any further pledge of or ptace any lien on the Net Revenues, provided that the City may at any time, or from time to time, pledge or encumber the Net Revenues in connection with the issuance or execution of Parity Obligations or other obligations permitted by Section 4.03 hereof, or subordinate to the pledge of Net Revenues herein. Section 5.03. Against Sale or Other Disposition of Property. The City will not sell, lease, encumber or othervvise dispose of the Enterprise or any part thereof in excess of one-half of one percent of the book value of the Enterprise in any Fiscal Year, unless a Finance Officer certifies that such sale, lease, encumbrance or disposition will not materially adversely affect the operation of the Enterprise or the Net Revenues; provided however, any real or personal property which has become non-operative or which is not needed for the e�cient and proper operation of the Enterprise, or any material or equipment which has become worn out, may be sold or exchanged at not less than the fair market value thereof and the proceeds (if any) of such sale or exchange shall be deposited in the Revenue Fund. 12