|
ARTICLE II
<br />COVENANTS, REPRESENTATIONS AND WARRANTIES
<br />Section 2.1. Covenants, Representations and Warranties of the Citv. 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 chartered
<br />city, organized and existing under and by virtue of the laws of the State, has full legal right,
<br />power and authority under the laws of the State to enter into the Escrow Agreement, the Site
<br />and Facility Lease and this Lease Agreement and to carry out and consummate all transactions
<br />on its part contemplated hereby and thereby, and by proper action the City has duly authorized
<br />the execution and delivery by the City of the Escrow Agreement, the Site and Facility Lease and
<br />this Lease Agreement.
<br />(b) Due Execution. The representative of the City executing the Escrow Agreement, the
<br />Site and Facility Lease and this Lease Agreement has been fully authorized to execute the same
<br />by a resolution duly adopted by the City Council of the City.
<br />(c) Valid, Binding and Enforceable Obligations. The Escrow Agreement, the Site and Facility
<br />Lease and this Lease Agreement have been duly authorized, executed and delivered by the City
<br />and constitute the legal, valid and binding agreements of the City enforceable against the City
<br />in accordance with their respective terms.
<br />(d) No Conflicts. The execution and delivery of the Escrow Agreement, the Site and
<br />Facility Lease and this Lease Agreement, the consummation of the transactions therein and
<br />herein contemplated and the fulfillment of or compliance with the terms and conditions thereof
<br />and hereof, do not and will not conflict with or constitute a violation or breach of or default
<br />(with due notice or the passage of time or both) under any applicable law or administrative rule
<br />or regulation, or any applicable court or administrative decree or order, or any indenture,
<br />mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a
<br />party or by which it or its properties are otherwise subject or bound, or result in the creation or
<br />imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any
<br />of the property or assets of the City, which conflict, violation, breach, default, lien, charge or
<br />encumbrance would have consequences that would materially and adversely affect the
<br />consummation of the transactions contemplated by the Escrow Agreement, the Site and Facility
<br />Lease or this Lease Agreement or the financial condition, assets, properties or operations of the
<br />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 the Escrow Agreement, the Site and Facility Lease
<br />and this Lease Agreement, or the consummation of any transaction therein and herein
<br />contemplated, except as have 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 and notice of
<br />which has been served on the City or, to the knowledge of the City after reasonable
<br />investigation, threatened against or affecting the City or the assets, properties or operations of
<br />the City which, if determined adversely to the City or its interests, would have a material and
<br />adverse effect upon the consummation of the transactions contemplated by or the validity of the
<br />Escrow Agreement, the Site and Facility Lease and this Lease Agreement or upon the financial
<br />-6-
<br />
|