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ARTICLE II
<br /> REPRESENTATIONS, COVENANTS AND WARRANTIES
<br /> Section 2.1. Representations, Covenants and Warranties of the City. The City makes the
<br /> following covenants, representations and warranties to the Authority as of the date of the
<br /> execution and delivery of this Lease Agreement:
<br /> (a) Due Organization and Existence. The City is a municipal corporation and general law
<br /> city duly organized and validly existing under the laws of the State,has full legal right, power
<br /> and authority under the laws of the State to enter into this Lease Agreement and the Site and
<br /> Facility Lease and to carry out and consummate all transactions contemplated hereby and
<br /> thereby; and by proper action the City has duly authorized the execution and delivery of this
<br /> Lease Agreement and the Site and Facility Lease.
<br /> (b) Due Execution. The representatives of the City executing this Lease Agreement and
<br /> the Site and Facility Lease have been fully authorized to execute the same pursuant to a
<br /> resolution duly adopted by the City Council of the City.
<br /> (c) Valid, Binding and Enforceable Obligations. This Lease Agreement and the Site and
<br /> Facility Lease have been duly authorized,executed and delivered by the City and constitute the
<br /> legal, valid and binding obligations of the City enforceable against the City in accordance with
<br /> their respective terms.
<br /> (d) No Conflicts. The execution and delivery of this Lease Agreement and the Site and
<br /> Facility Lease, the consummation of the transactions herein and therein contemplated and the
<br /> fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will
<br /> not conflict with or constitute a violation or breach of or default(with due notice or the passage
<br /> of time or both) under any applicable law or administrative rule or regulation, or any applicable
<br /> court or administrative decree or order, or any indenture, mortgage, deed of trust, lease,
<br /> 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, charge 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 this Lease Agreement and the Site and Facility Lease, or the
<br /> financial 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 this Lease Agreement and the Site and Facility
<br /> Lease, or the consummation of any transaction herein or therein contemplated, except as have
<br /> been 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 City after reasonable investigation, threatened against or affecting the City or
<br /> the assets, properties or operations of the City which, if determined adversely to the City or its
<br /> interests,would have a material and adverse effect upon the consummation of the transactions
<br /> contemplated by or the validity of this Lease Agreement and the Site and Facility Lease, or
<br /> upon the financial condition, assets, properties or operations of the City, and the City is not in
<br /> default with respect to any order or decree of any court or any order, regulation or demand of
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