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ARTICLE II <br />REPRESENTATIONS AND WARRANTIES <br />SECTION 2.01. Representations by the City. The City makes the following <br />representations: <br />(a) The City is a charter city and municipal corporation of the State, duly <br />organized and validly pursuant to the provisions of the Constitution and the laws of the <br />State and its Charter. <br />(b) The City has full legal right, power and authority to enter into this <br />Installment Purchase Agreement and carry out its obligations hereunder and to carry out <br />and consummate all transactions contemplated by this Installment Purchase Agreement, <br />and the City has complied with the provisions of the Constitution and the laws of the State <br />and its Charter in all matters relating to such transactions. The execution and delivery of <br />this Installment Purchase Agreement is not subject to any voter approval requirement <br />contained in Section 602 of the Charter. <br />(c) By proper action, the City has duly authorized the execution, delivery and <br />due performance of this Installment Purchase Agreement. <br />(d) The execution and delivery of this Installment Purchase Agreement and the <br />consummation of the transactions herein contemplated will not violate any provision of <br />law, any order of any court or other agency of government, or any indenture, material <br />agreement or other instrument to which the City is now a party or by which it or any of its <br />properties or assets is bound, or be in conflict with, result in a breach of or constitute a <br />default (with due notice or the passage of time or both) under any such indenture, <br />agreement or other instrument, or result in the creation or imposition of any prohibited lien, <br />charge or encumbrance of any nature whatsoever upon any of the properties or assets of <br />the City. <br />(e) The City has determined that it is necessary and proper for the City uses and <br />purposes within the terms of the Constitution and the laws of the State and its Charter that <br />the City acquire the Project in the manner provided for in this Installment Purchase <br />Agreement, in order to provide essential services and facilities to the persons residing in <br />the City. <br />SECTION 2.02. Representations and Warranties by the Authority. The Authority <br />makes the following representations and warranties: <br />(a) The Authority is a joint exercise of powers authority and public entity <br />organized and existing under the laws of the State. <br />(b) The Authority has full legal right, power and authority to enter into this <br />Installment Purchase Agreement and to carry out its obligations hereunder and to carry out <br />and consummate all transactions contemplated by this Installment Purchase Agreement. <br />13 <br />55394.00068\42092413.3 <br />