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power and authority under the laws of the State to enter into the Site and Facility Lease and this
<br /> Lease Agreement and to carry out and consummate all transactions on its part contemplated
<br /> hereby and thereby, and by proper action the City has duly authorized the execution and delivery
<br /> by the City of the Site and Facility Lease and this Lease Agreement.
<br /> (b) Due Execution. The representative of the City executing the Site and Facility Lease
<br /> and this Lease Agreement has been fully authorized to execute the same by a resolution duly
<br /> adopted by the City Council of the City.
<br /> (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease and this
<br /> Lease Agreement have been duly authorized, executed and delivered by the City and constitute
<br /> the legal, valid and binding agreements of the City enforceable against the City in accordance
<br /> with their respective terms.
<br /> (d) No Conflicts. The execution and delivery of the Site and Facility Lease and this
<br /> Lease Agreement, the consummation of the transactions therein and herein contemplated and the
<br /> fulfillment of or compliance with the terms and conditions thereof and hereof, do not and will
<br /> not conflict with or constitute a material violation or breach of or default (with due notice or the
<br /> passage of time or both) under any applicable law or administrative rule or regulation, or any
<br /> applicable court or administrative decree or order, or any indenture, mortgage, deed of trust,
<br /> lease, contract or other agreement or instrument to which the City is a party or by which it or its
<br /> properties are otherwise subject or bound, or result in the creation or imposition of any
<br /> prohibited lien, chaxge or encumbrance of any nature whatsoever upon any of the property or
<br /> assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would
<br /> have consequences that would materially and adversely affect the consummation of the
<br /> transactions contemplated by the Site and Facility Lease or this Lease Agreement or the financial
<br /> condition, assets, properties or operations of the City.
<br /> (e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br /> indebtedness of the City or of the voters of the City, and no consent, permission, authorization,
<br /> order or license of, or filing or registration with, any Governmental Authority is necessary in
<br /> connection with the execution and delivery of the Site and Facility Lease and this Lease
<br /> Agreement, or the consummation of any transaction therein and herein contemplated, except as
<br /> have been obtained or made and as are in full force and effect.
<br /> (fl No Litigation. To the best knowledge of the City, there is no action, suif, proceeding,
<br /> inquiry or investigation before or by any court or federal, state, municipal or other Governmental
<br /> Authority pending and notice of which has been served on the City or, to the knowledge of the
<br /> City after reasonable investigation, threatened against or affecting the City or the assets,
<br /> properties or operations of the City which, if determined adversely to the City or its interests,
<br /> would have a material and adverse effect upon the consummation of the transactions
<br /> contemplated by or the validity of the Site and Facility Lease and this Lease Agreement or upon
<br /> the financial condition, assets, properties or operations of the City, and the City is not in default .
<br /> with respect to any order or decree of any court or any order, regulation or demand of any
<br /> federal, state, municipal or other Governmental Authority, which default might have
<br /> consequences that would materially and adversely affect the consummation of the transactions
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