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any federal, state, municipal or other governmental authority, which default might have
<br /> consequences that would materially and adversely affect the consummation of the transactions
<br /> contemplated by this Lease Agreement and the Site and Facility Lease, or the financial
<br /> conditions, assets,properties or operations of the City.
<br /> (g) Status of Leased Premises. The Leased Premises are fully functional,operational,and in
<br /> sound condition.
<br /> Section 2.2. Representations, Covenants and Warranties of Authority. The Authority
<br /> makes the following covenants,representations and warranties as the basis for its undertakings
<br /> herein contained:
<br /> (a) Due Organization and Existence. The Authority is a joint exercise of powers authority
<br /> duly organized and existing under and by virtue of the laws of the State; has power to enter
<br /> into this Lease Agreement, the Site and Facility Lease and the Indenture; is possessed of full
<br /> power to own and hold,improve and equip real and personal property, and to lease and lease
<br /> back the same; and has duly authorized the execution and delivery of each of the aforesaid
<br /> agreements and such agreements constitute the legal, valid and binding obligations of the
<br /> Authority,enforceable against the Authority in accordance with their respective terms.
<br /> (b) Due Execution. The representatives of the Authority executing this Lease Agreement,
<br /> the Site and Facility Lease and the Indenture are fully authorized to execute the same pursuant
<br /> to official action taken by the governing body of the Authority.
<br /> (c) Valid, Binding and Enforceable Obligations. This Lease Agreement, the Site and Facility
<br /> Lease and the Indenture have been duly authorized, executed and delivered by the Authority
<br /> and constitute the legal, valid and binding agreements of the Authority with the Authority,
<br /> enforceable against the Authority in accordance their respective terms.
<br /> (d) No Conflicts. The execution and delivery of this Lease Agreement, the Site and
<br /> Facility Lease and the Indenture, the consummation of the transactions herein and therein
<br /> contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not
<br /> and will not conflict with or constitute a 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 Authority is a party or by which it
<br /> or its properties are otherwise subject or bound, or result in the creation or imposition of any
<br /> prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or
<br /> assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance
<br /> would have consequences that would materially and adversely affect the consummation of the
<br /> transactions contemplated by this Lease Agreement, the Site and Facility Lease and the -
<br /> Indenture or the financial condition,assets,properties or operations of the Authority.
<br /> (e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br /> indebtedness of the Authority,and no consent,permission, authorization, order or license of, or
<br /> filing or registration with, any governmental authority is necessary in connection with the
<br /> execution and delivery of this Lease Agreement, the Site and Facility.Lease and the Indenture,
<br /> or the consummation of any transaction herein or therein contemplated, except as have been
<br /> obtained or made and as are in full force and effect.
<br /> (f)No Litigation. There is no action,suit,proceeding,inquiry or investigation before or by
<br /> any court or federal, state, municipal or other governmental authority pending or, to the
<br /> knowledge of the Authority after reasonable investigation, threatened against or affecting the
<br /> Authority or the assets, properties or operations of the Authority which, if determined
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