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ARTICLE II REPRESENT A TIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority and the Assignee as follows: (a) Due Organization and Existence. The City is a municipal corporation and chartered city, duly organized and existing under the laws of the State. (b) Authorization. The laws of the State authorize the City to enter into the Site Lease and this Lease Agreement and to enter into the transactions contemplated by and to carry out its obligations under all of the aforesaid agreements; the City has duly authorized and executed all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the City, enforceable against the City in accordance with their respective terms. All procedures and requirements, including any legal bidding requirements, have been met by the City prior to the execution of this Lease Agreement in order to insure the enforceability of this Lease Agreement, and all Lease Payments and other payment obligations will be paid out of funds legally available for such purpose. The governing body of the City has complied with all applicable open public meeting and notice laws and requirements with respect to the meeting at which the City's execution of this Lease Agreement was authorized. (c) No Violations. Neither the execution and delivery of the Site Lease or this Lease Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the City, or upon the Property, except Permitted Encumbrances. (d) Execution and Delivery. The City has duly authorized and executed this Lease Agreement in accordance with the laws of the State. (e) Essential Nature of Property. The Property is essential to the City's operations. (f) Use of the Property. The City will use the Property for the purpose of performing one or more governmental or proprietary functions of the City consistent with the permissible scope of the City's authority. (g) Value of the Property. The value of the Property is approximately $12,000,000. Section 2.2. Representations, Covenants and Warranties of Authority. The Authority represents, covenants and warrants to the Assignee and the City as follows: -3- JT25S-22