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contractors, servants, employees or licensees of the assignee or sublessee of the City with respect to the Project, or(v)the Acquisition of the Project or authorization of payment of the costs of the Acyuisition of the Project, to the extent permitted by law. Indemnification for any tort mentioned in this Section shall exclude those arising from the willful misconduct or negligence under the Indenture by the Trustee, and the Authority, their officers and employees. The City further covenants and agrees to indemnify and save the Trustee and the Authority harmless against any claim, loss,expense, advance, and liabilities which they may incur arising out of or in the exercise and performance of their powers and duties under the Indenture and the Installment Purchase Contract,�including the costs and expenses (including attorneys fees and disbursements) of defending against any claim of liability or enforcing any remedies, and which are not due to their negligence or willful misconduct. The City fuRher covenants and agrees to advance to the Trustee and the Authority the amounts requested as the costs and expenses of such defense. Any and all special obligations of the City under this Section shall be and remain valid and binding special obligations of the City notwithstanding the payment in full of the Installment Payments and the termination of this Installment Purchase Contract or the removal or resignation of the Trustee pursuant to the Indenture. Section 5.19. Further Representations Covenants and Warranties of the Citv The City represents,covenants and warrants to the Authority as follows: � (a) The City is a duly organized and validly existing body corporate and politic of the State of California. (b) The Constitution and the laws of the State of California, and the Charter of . the City, authorize the City to enter into the Installment Purchase Contract and the Indenture and to enter into the transactions contemplated thereby and to carry out its obligations under each of the aforesaid agreements, and the City has duly authorized and executed each of the aforesaid agreements in accordance with the laws of the State of California. (c) Neither tlie 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 City is now a party or by which the City 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 City. (d) The City has duly authorized and executed this Installment Purchase Contract and the Indenture in accordance with the laws of the State of California. (e) The City is empowered to set rates and charges for services provided by the Enterprise provided to the users of the Enterprise without review or approval by any state or local governmental agency. 20 338529_i.DOC