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"Seaport Iii' is defined in Recital B. "Seaport Centre" is defined in Recital B. "Seaport Centre Levee" is defined in Recital D. "Seaport Centre Levee Improvements" is defined in Recital G. "Seaport Centre Wet Utilities" is defined in Recital E. "Seaport Plaza" is defined in Recital B. "Seaport Plaza Levee Improvements" is defined in Recital G. "Seaport Plaza Wet Utilities" is defined in Section 4(a). "Seaport Project Committee" is defined in Subsection 3(d). "Site Map" is defined in Recital A. "Special Tax" is defined in Subsection 4(d). 2. Representations and Warranties. (a) City represents and warrants to SCOA and Owners that: i. City is a municipal corporation, and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement. ii. The execution' and delivery of this Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council action and all necessary approvals (subject to reservations of discretion set forth in Subsection 4(e) below) have been obtained. iii. This Agreement is a valid obligation of City and is enforceable in accordance with its terms. iv. City has complete and binding authority to act with respect to the Maintenance District with regard to all matters that are the subject of this Agreement. The foregoing representations and warranties are made as of the Effective Date. City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Subsection 2(a) not to be true, immediately give written notice of such fact or condition to SCOA. (b) SCOA and each Owner represent and warrant to City that: OAK #4819-4834-1908 v20