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� _ � .��.. .��.._.�,. �...��.v.�._k. (f) This Installment Purchase Contract and the pledge of Net Revenues is a first lien and pledge on Net Revenues. Section 5.20. Representations.Covenants and Warranties of the Authority. The Authority represents,covenants and warrants to the City as follows: (a) The Authority is a joint powers authority duly organized, existing and in good standing under and by virtue of the laws of the State of California; has power to enter into the Installment Purchase Contract and the Indenture; is possessed of full power to own and hold real and personal property and to sell the same; and has duly authori2ed the execution and delivery of all of the aforesaid agreements. (b) The Authority will not pledge or encumber the Installment Payments or other amounts derived from its other rights under the Installment Purchase Contract, except as . provided under the terms of the Installment Purchase Contract and the Indenture. (c) Neither the execution and delivery of the Installment Purchase Contract or the Indenture, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound, or constitutes a default under either of the foregoing, or results in the creation or imposition of any lien,charge or encumbrance whatsoever upon any of the property or assets of the Authority. (d) Except as provided in the Installment Purchase Contract and in the Indenture, the Authority will not assign the Installment Purchase Contract or its right to receive Installment Payments from the City, or its duties and obligations under the Installment Purchase Contract to any other person, firm or corporation. Section 5.21. Continuin�Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement of the City,dated as of the Closing Date. Notwithstanding any other provision of this Installment Purchase Contract, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however,the Authority may(and,at the request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, after receiving indemnification to its satisfaction) or any Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with its obligations under this Section. 21 338529 I.DOC