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062 <br />ARTICLE 11 <br />REPRESENTATIONS OF THE PURCHASER AND SELLER <br />SECTION 2.1. Representations, Covenants and Warranties of the Purchaser The <br />Purchaser represents, covenants and warrants to the Seller as follows: <br />(a) The Purchaser is a political subdivision duly organized and validly existing under and <br />by virtue of the Constitution and laws of the State of North Carolina. <br />(b) The Constitution and laws of the State authorize the Purchaser to execute and deliver <br />this Agreement and the Deed of Trust and to enter into the transactions contemplated by and to <br />carry out its obligations under this Agreement and the Deed of Trust. <br />(c) The Purchaser has duly authorized and executed this Agreement and the Deed of <br />Trust in accordance with the Constitution and laws of the State. <br />(d) Neither the execution and delivery of this Agreement and the Deed of Trust, nor the <br />Fulfillment of or compliance with the terms and conditions hereof or thereof, nor the <br />consummation of the transactions contemplated hereby or thereby, conflicts with or results in a <br />breach of the terms, conditions or provisions or any charter provision, restriction or any <br />agreement or instrument to which the Purchaser is now a party or by which the Purchaser is <br />bound, or constitutes a default under any of the foregoing. <br />(e) No approval or consent is required from any governmental authority with respect to <br />the entering into or performance by the Purchaser of this Agreement, the Deed of Trust and all <br />other documents related thereto and the transactions contemplated hereby and thereby, or if such <br />approval is required, it has been duly obtained. <br />(f) There is no action, suit, proceeding or investigation at law or in equity before or by <br />any court, public board or body pending or threatened against or affecting the Purchaser <br />challenging the validity or enforceability of this Agreenment. the Deed of Trust or any other <br />documents relating hereto and the performance of the Purchaser's obligations hereunder and <br />thereunder. <br />(g) The Purchaser will obtain or cause to be obtained all licenses, permits and other <br />approvals of any other governmental entity having jurisdiction over the Purchaser or the Project <br />that are necessary for ownership and operation of the Project. <br />SECTION 2.2. Representations, Covenants and Warranties of the Seller The Seller <br />represents, covenants and warrants to the Purchaser as follows: <br />(a) The Seller has the power and authority to enter into this Agreement. <br />(b) Neither the execution and delivery of this Agreement nor the fulfillment of or <br />compliance with the terms and conditions hereof or thereof, nor the consummation of the <br />transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms. <br />5 <br />