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(k) There are no leases, security instruments, or other financing arrangements
<br />applicable to personal property, equipment, or any other element of the Property
<br />that will be binding or in effect as of and after Closing.
<br />The foregoing representations and warranties shall be true and correct on and as of the Closing
<br />Date and shall survive for a period of two (2) years following the Closing. Provided however, that
<br />Authority shall not be liable for any losses resulting from or relating to any inaccuracy in or breach of any
<br />representation or warranty in this Agreement if City had actual knowledge of such breach before Closing
<br />and nevertheless closed on acquisition of the Property.
<br />5.2 Agreements of Authority. From the Effective Date until the Closing, Authority shall:
<br />(a) Not suffer or allow the Land to be maintained or operated in any manner
<br />inconsistent with applicable statutes, ordinances, rules, regulations or laws, or
<br />used in any manner that would violate any past or present statute, ordinance, rule,
<br />regulation or law of any federal, state or local governmental body or agency,
<br />including, without limitation, any environmental law.
<br />(b) Immediately notify City of any material change in respect of the Property and its
<br />condition or any information furnished to City in respect of the Property,
<br />including, without limitation, any change that would affect any representation,
<br />warranty or covenant of Authority set forth in this Agreement.
<br />(c) Without the prior written consent of City, not enter into or modify any written or
<br />oral lease, easement, license, service contract or other agreement with respect to
<br />the Property that will not be fully performed by all parties thereto on or before
<br />the Closing Date.
<br />(d) Notify City of any litigation, arbitration or administrative hearing before any
<br />governmental agency concerning or affecting the Property or its use which is
<br />instituted or threatened after the Effective Date.
<br />(e) Not sell, assign, or convey any right, title or interest whatsoever in or to the
<br />Property, or allow any lien to attach to the Property or any part thereof except the
<br />lien for ad valorem taxes, or grant, create or voluntarily allow the creation of, or
<br />amend, modify or change, any easement, right-of-way, encumbrance, restriction,
<br />covenant, lease or other right affecting the Property or any part thereof, without
<br />City's prior written consent.
<br />5.3 City Remedies. In the event (a) a representation of Authority in Section 5.1 is not true
<br />and correct as of the deadline for Closing hereunder or (b) Authority has violated an agreement in Section
<br />5.2, the City may at its option elect either to terminate this Agreement or extend the deadline for Closing.
<br />In the event the City extends the deadline for Closing, the parties shall cooperate to resolve the
<br />circumstance causing or resulting from the inaccuracy of the representation or the breach of the
<br />agreement. The cooperation shall include the exercise of commercially reasonable efforts by the
<br />Authority requiring an expenditure of not more than a maximum of $100,000 to resolve the issue (except
<br />that the $100,000 limit shall not apply where the Authority has knowingly and intentionally caused a
<br />representation to be untrue or violated an agreement).
<br />5.4 Representations of City. City hereby covenants, represents and warrants to Authority
<br />that, as of the Effective Date, it has full right, power and authority to enter into this Agreement and to
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