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<br />19 <br />(b) The Constitution and the laws of the State of California, and the Charter <br />of the City, authorize the City to enter into the Installment Purchase Contract and the <br />Indenture and to enter into the transactions contemplated thereby and to carry out its <br />obligations under each of the aforesaid agreements, and the City has duly authorized <br />and executed each of the aforesaid agreements in accordance with the laws of the State <br />of California. <br /> <br />(c) Neither the execution and delivery of the Installment Purchase Contract <br />or the Indenture nor the fulfillment of or compliance with the terms and conditions hereof <br />or thereof, nor the consummation of the transactions contemplated hereby or thereby, <br />conflicts with or results in a breach of the terms, conditions or provisions of any <br />restriction or any agreement or instrument to which the City is now a party or by which <br />the City is bound, or constitutes a default under either of the foregoing, or results in the <br />creation or imposition of any lien, charge or encumbrance whatsoever upon any of the <br />property or assets of the City. <br /> <br />(d) The City has duly authorized and executed this Installment Purchase <br />Contract and the Indenture in accordance with the laws of the State of California. <br /> <br />(e) The City is empowered to set rates and charges for services provided by <br />the Enterprise provided to the users of the Enterprise without review or approval by any <br />state or local governmental agency. <br /> <br />(f) This Installment Purchase Contract and the pledge of Net Revenues is a <br />first lien and pledge on Net Revenues. <br /> <br />Section 5.20. Representations, Covenants and Warranties of the Authority. The <br />Authority represents, covenants and warrants to the City as follows: <br /> <br />(a) The Authority is a joint powers authority duly organized, existing and in <br />good standing under and by virtue of the laws of the State of California; has power to <br />enter into the Installment Purchase Contract and the Indenture; is possessed of full <br />power to own and hold real and personal property and to sell the same; and has duly <br />authorized the execution and delivery of all of the aforesaid agreements. <br /> <br />(b) The Authority will not pledge or encumber the Installment Payments or <br />other amounts derived from its other rights under the Installment Purchase Contract, <br />except as provided under the terms of the Installment Purchase Contract and the <br />Indenture. <br /> <br />(c) Neither the execution and delivery of the Installment Purchase Contract <br />or the Indenture, nor the fulfillment of or compliance with the terms and conditions hereof <br />or thereof, nor the consummation of the transactions contemplated hereby or thereby, <br />conflicts with or results in a breach of the terms, conditions or provisions of any <br />restriction or any agreement or instrument to which the Authority is now a party or by <br />which the Authority is bound, or constitutes a default under either of the foregoing, or <br />results in the creation or imposition of any lien, charge or encumbrance whatsoever <br />upon any of the property or assets of the Authority. <br /> <br />(d) Except as provided in the Installment Purchase Contract and in the <br />Indenture, the Authority will not assign the Installment Purchase Contract or its right to <br />8.C. - Page 181