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<br />(l) Any certificate signed by any officer of the Authority authorized to execute such certificate
<br />in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed to be a
<br />representation and warranty of the Authority to the Underwriter and the City as to the statements made
<br />therein but not of the person signing such certificate.
<br />Section 7. Representations, Warranties and Covenants of the City. The City represents,
<br />warrants and covenants to the Underwriter that:
<br />(a) The City is a municipal corporation and general law city that is duly organized and existing
<br />under and by virtue of the laws of the State.
<br />(b) The City has full legal right, power and authority to adopt or enter into, as the case may be,
<br />and to carry out and consummate the transactions on its part contemplated by the City Documents.
<br />(c) By all necessary official action, the City has duly authorized and approved the City
<br />Documents, has duly authorized and approved the Preliminary Official Statement and the Official
<br />Statement and has duly authorized and approved the execution and delivery of, and the performance by the
<br />City of the obligations on its part contained in, the City Documents and the consummation by it of all other
<br />transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the
<br />date hereof, such authorizations and approvals are in full force and effect and have not been amended,
<br />modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other
<br />parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations
<br />of the City enforceable in accordance with their respective terms, except as enforcement may be limited by
<br />bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or
<br />affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal
<br />remedies against public agencies in the State. The City has complied, and will at the Closing be in
<br />compliance in all material respects, with the terms of the City Documents.
<br />(d) To the best of its knowledge, the City is not in any material respect in breach of or default
<br />under any applicable constitutional provision, law or administrative regulation of any state or of the United
<br />States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party
<br />which breach or default has or may have a materially adverse effect on the ability of the City to perform its
<br />obligations under the City Documents, and no event has occurred and is continuing which with the passage
<br />of time or the giving of notice, or both, would constitute such a default or event of default under any such
<br />instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance
<br />with the provisions on the City’s part contained therein, will not conflict in any material way with or
<br />constitute a material breach of or a material default under any constitutional provision, law, administrative
<br />regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
<br />instrument to which the City is a party, nor will any such execution, delivery, adoption or compliance result
<br />in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
<br />whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or
<br />instrument, except as may be provided by the City Documents.
<br />(e) To the best of its knowledge, all material authorizations, approvals, licenses, permits,
<br />consents and orders of any governmental authority, legislative body, board, agency or commission having
<br />jurisdiction of the matter which are required for the due authorization by, or which would constitute a
<br />condition precedent to or the absence of which would materially adversely affect the due performance by
<br />the City of its obligations in connection with the City Documents have been duly obtained or, when required
<br />for future performance, are expected to be obtained, other than such approvals, consents and orders as may
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