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(a) The City is a charter city and municipal corporation of the State, duly organized and validly pursuant to the provisions of the Constitution and the laws of the State and its Charter. (b) The City has full legal right, power and authority to enter into this Installment Purchase Agreement and carry out its obligations hereunder and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement, and the City has complied with the provisions of the Constitution and the laws of the State and its Charter in all matters relating to such transactions. The execution and delivery of this Installment Purchase Agreement is not subject to any voter approval requirement contained in Section 602 of the Charter. (c) By proper action, the City has duly authorized the execution, delivery and due performance of this Installment Purchase Agreement. (d) The execution and delivery of this Installment Purchase Agreement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the City is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encwnbrance of any nature whatsoever upon any of the properties or assets of the City. (e) The City has determined that it is necessary and proper for the City uses and purposes within the terms of the Constitution and the laws of the State and its Charter that the City acquire the Project in the manner provided for in this Installment Purchase Agreement, in order to provide essential services and facilities to the persons residing in the City. SECTION 2.02. Representations and Warranties by the Authority The Authority makes the following representations and warranties: (a) The Authority is a joint exercise of powers authority and public entity organized and existing wider the laws of the State. (b) The Authority has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out its obligations hereunder and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement. (c) By proper action, the Authority has duly authorized the execution, delivery and due performance of this Installment :Purchase Agreement. (d) The execution and delivery of this Installment Purchase Agreement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of govermnent, or any indenture, material 55394.00011 \8819608.3 13