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<br />11 <br />such Parity Obligations, the City certifies in writing that maximum annual debt service on the <br />refunding Parity Obligations will not exceed Maximum Annual Debt Service on the Outstanding <br />Bonds, and (iii) the final maturity of the refunding Parity Obligations is not later than the final <br />maturity of the refunded Bonds. <br /> <br />The City may at any time execute contracts or issue bonds or other indebtedness <br />payable from Net Revenues or the Revenue Fund payable on a subordinated basis to the <br />payment of the Installment Payments. <br /> <br />(b) In order to maintain the parity relationship of the Installment Payments to all <br />Parity Obligations permitted hereunder, the City covenants that all payments in the nature of <br />principal and interest with respect to any Parity Obligations, except with respect to <br />Governmental Loans, will be structured to occur semi-annually on the Installment Payment <br />Dates and in each year as such payments are due with respect to the Installment Payments, <br />except with respect to Governmental Loans, will be structured to occur monthly, and to <br />otherwise structure the terms of such Parity Obligations to ensure that they are in all respects <br />payable on a parity with the Installment Payments and not prior thereto; provided that the City <br />shall not make a payment on such Governmental Loan to the extent it would have the effect of <br />causing the City to fail to pay Installment Payments on a timely basis. In such event, the City <br />shall make Installment Payments and payments on such Governmental Loan on a pro rata <br />basis. <br /> <br /> <br />ARTICLE V <br /> <br />REPRESENTATIONS, COVENANTS AND WARRANTIES <br /> <br />Section 5.01. Compliance with Installment Purchase Contract. <br /> <br />The City will punctually pay the Installment Payments in strict conformity with the terms <br />hereof, and will faithfully observe and perform all the agreements, conditions, covenants and <br />terms contained herein required to be observed and performed by it, and will not terminate this <br />Installment Purchase Contract for any cause whatsoever, including, without limiting the <br />generality of the foregoing, any acts or circumstances that may constitute failure of <br />consideration, destruction of or damage to the Project, condemnation of the Project by any <br />governmental entity, commercial frustration of purpose, any change in the tax or other laws of <br />the United States of America or of the State of California or any political subdivision of either or <br />any failure of the Authority to observe or perform any agreement, condition, covenant or term <br />required to be observed and performed by it contained herein, whether express or implied, or <br />any duty, liability or obligation arising out of or connected with this Installment Purchase <br />Contract. <br /> <br />The City will faithfully observe and perform all the agreements, conditions, covenants <br />and terms contained in the Indenture required to be observed and performed by it, and it is <br />expressly understood and agreed by and among the parties to this Installment Purchase <br />Contract and the Indenture that each of the agreements, conditions, covenants and terms <br />contained in the Indenture and this Installment Purchase Contract is an essential and material <br />term of the purchase of and any payment for the Project by the City. <br /> <br />8.C. - Page 173