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<br /> <br /> - 5 - <br />ARTICLE II. <br />REPRESENTATIONS; USE OF BOND PROCEEDS <br />Section 2.1. Representations of the City. The City represents and warrants that: <br /> The City is a municipal corporation organized and existing under the laws <br />of the State. Under the provisions of the Act, the City is authorized to enter into the <br />transactions contemplated by this Agreement and to carry out its obligations hereunder. The <br />City has been duly authorized to execute and deliver this Agreement. The City agrees that <br />it will do or cause to be done all things within its control and necessary to preserve and keep <br />in full force and effect its existence. <br /> Subject to the terms of this Agreement, the City agrees to issue the Bonds <br />and make the Loan to the Company in the amount of not to exceed $_____________ to pay <br />a portion of the costs associated with the acquisition, construction, equipping and improving <br />of the Project to create or retain employment opportunities in the City and to benefit the <br />health, safety, morals and general welfare of the citizens of the City and the State. <br />Section 2.2. Representations and Covenants of the Company. The Company <br />represents and warrants that: <br /> It is a corporation validly existing under the laws of and authorized to do <br />business in the State, is not in violation of any laws in any manner material to its ability to <br />perform its obligations under this Agreement, and has full power to enter into and by proper <br />action has duly authorized the execution and delivery of this Agreement. <br /> The Project is of the type authorized and permitted by the Act. The <br />Company assents to the deposit and disposition of the proceeds of the Bonds in the manner <br />specified in the Indenture. <br /> The provision of financial assistance to be made available to it under this <br />Agreement from the proceeds of the Loan and the commitments therefor made by the City <br />have induced the Company to undertake the Project and such Project will create and/or <br />retain jobs and employment opportunities within the boundaries of the City. Further, the <br />Company intends to operate the Project, as economic development facilities under the Act, <br />until the expiration or earlier termination of this Agreement. <br /> Neither the execution and delivery of this Agreement, the consummation of <br />the transactions contemplated hereby, nor the fulfillment of or compliance with the terms <br />and conditions of this Agreement, conflicts with or results in a breach of the terms, <br />conditions or provisions of the Company’s Articles of Incorporation or any restriction or <br />any agreement or instrument to which the Company is now a party or by which it is bound <br />or to which any of its property or assets is subject or of any statute, order, rule or regulation <br />of any court or governmental agency or body having jurisdiction over the Company or its <br />property, or constitutes a default under any of the foregoing, or results in the creation or <br />imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets <br />of the Company under the terms of any instrument or agreement, except as set forth in this <br />Agreement or in such manner as will not materially impair the ability of the Company to <br />perform its obligations hereunder.