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<br /> 5. Representations and Warranties of the City. The City represents and warrants to
<br /> the Purchaser that:
<br /> (a) The City is a municipal corporation and charter city organized and existing under the
<br /> Constitution and the laws of the State of California (the "State"), and has all necessary power
<br /> and authority to enter into and perform its duties under this Agreement and the Site and Facility
<br /> Lease and the Lease Agreement(collectively,the"City Documents").
<br /> (b) To the best knowledge of the City, neither the execution and delivery of the City
<br /> Documents, or the execution this Agreement, and compliance with the provisions on the City's
<br /> part contained therein, nor the consummation of any other of the transactions herein and therein
<br /> contemplated, nor the fulfillment of the terms hereof and thereof, materially conflicts with or
<br /> constitutes a material breach of or default under nor materially contravenes any law,
<br /> administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br /> agreement or other instrument to which the City is a party or is otherwise subject, nor does any
<br /> such execution, delivery, adoption or compliance result in the security interest or encumbrance
<br /> of any nature whatsoever upon any of the properties or assets of the City under the terms of any
<br /> such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br /> resolution, agreement or other instrument, except as provided by the City Documents.
<br /> (c) The City Documents have been duly authorized by the City.
<br /> (d) There is no consent, approval, authorization or other order of, or filing with, or
<br /> certification by, any regulatory agency having jurisdiction over the City required for the
<br /> execution and delivery of the City Documents or the consummation by the City of the other
<br /> transactions contemplated by the City Documents.
<br /> (e) To the best of the knowledge of the City, there is, and on the Closing Date there will
<br /> be, no action, suit, proceeding or investigation at law or in equity before or by any court or
<br /> governmental agency or body pending or threatened against the City, to which the City is a party
<br /> and has been served with a summons or other notice thereof,to restrain or enjoin the payments to
<br /> be made pursuant to the Lease Agreement, or in any way contesting or affecting the validity of
<br /> the City Documents or the authority of the City to approve this Agreement, or enter into the City
<br /> Documents or contesting the powers of the City to enter into or perform its obligations under any
<br /> of the foregoing or in any way contesting the powers of the City in connection with any action
<br /> contemplated by this Agreement or to restrain or enjoin the payment of Lease Payments, nor is
<br /> there any basis for any such action, suit,proceeding or investigation.
<br /> (� By official action of the City prior to or concurrently with the execution hereof, the
<br /> City has duly authorized and approved the execution and delivery of, and the performance by the
<br /> City of the obligations on its part contained in the City Documents and the consummation by it
<br /> of all other transactions contemplated by this Agreement.
<br /> (g) To the best knowledge of the City, the City is not in breach of or default under any
<br /> material applicable law or administrative regulation of the State of California or the United
<br /> States or any material applicable judgment or decree or any loan agreement, indenture, bond,
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<br /> 338801 2.DOC '
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