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(b) Authori . CITY has all requisite power and authority to own the Grand Theater, to execute, <br />deliver and perform its obligations under this LEASE and to consummate the transactions herein <br />contemplated and, by proper action in accordance with all applicable law, has duly authorized <br />the execution and delivery of this LEASE, the performance of its obligations under this LEASE, <br />and the consummation of the transactions herein contemplated. <br />(c) Binding Obligation. This LEASE is a valid and binding obligation of CITY and is enforceable <br />against CITY in accordance with its terms. <br />(d) Consents. No permission, approval or consent by third parties or any other governmental <br />authorities is required in order for CITY to enter into this LEASE, make the agreements herein <br />contained or perform the obligations of CITY hereunder other than those which have been <br />obtained. <br />(e) Quiet,,,,,Enjoyme,nt. During the Term of this LEASE and subject to the terms of this LEASE, <br />PROJECT shall have the quiet enjoyment and peaceable possession of the Leased Premises <br />against hindrance or disturbance by CITY or any person or entity acting by, through or under <br />CITY. <br />(f) Proceedings. There are no actions, suits or proceedings pending or, to the reasonable best <br />knowledge of CITY, threatened or asserted against CITY affecting CITY or any portion of the <br />Leased Premises, at law or at equity or before or by any federal, state, municipal or other <br />governmental department, commission, board, bureau, agency or instrumentality, domestic or <br />foreign. <br />(g) Im,119„sitions. CITY has not received any notice of any condemnation actions, special <br />assignments or increases in the assessed valuation of taxes or any Impositions of any nature <br />which are pending or being contemplated with respect to the Leased Premises or any portion <br />thereof. <br />(h) Compliance with Laws. CITY has not received any notice of any violation of any ordinance, <br />regulation, law or statute of any governmental agency pertaining to the Theater or any portion <br />thereof. <br />(i) Encumbrances. CITY has fee simple title to the Grand Theater, Improvements and Related <br />Infrastructure which are subject to no liens or security interests, and CITY has not placed or <br />granted any liens or security interests against the Leased Premises. There are no actions <br />pending, to the knowledge of CITY, which would result in the creation of any lien on any <br />portion of the Leased Premises, including, without limitation, water, sewage, street paving, <br />electrical or power improvements which give rise to any lien, completed or in progress. CITY <br />shall not grant any liens or security interest on all or any portion of the Theater other than <br />encumbrances which will not affect PROJECT's use or enjoyment of the property. <br />12 <br />