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arising under the Agreement. Each party represents and warrants to the other that there have been <br /> no written or oral modifications to the Agreement other than as provided herein. Each party <br /> represents and warrants to the other that the Agreement, as amended, is currently an effective, <br /> valid, and binding obligation. <br /> Contractor represents and warrants to City that, as of the date of this Amendment No. 2, <br /> City is not in default of any material term of the Agreement, as amended, and that there have <br /> been no events that, with the passing of time or the giving of notice, or both, would constitute a <br /> material default under the Agreement, as amended. <br /> City represents and warrants to Contractor that, as of the date of this Amendment No. 2, <br /> Contractor is not in default of any material term of the Agreement, as amended, and that there <br /> have been no events that, with the passing of time or the giving of notice, or both, would <br /> constitute a material default under the Agreement, as amended. <br /> 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that <br /> they have each received adequate and independent consideration for the performance of the <br /> obligations they have undertaken pursuant to this Amendment No. 2. <br /> 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties <br /> hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to <br /> execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this <br /> Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and <br /> (iv) the entering into this Amendment No. 2 does not violate any provision of any other <br /> agreement to which said party is bound. <br /> [SIGNATURES ON FOLLOWING PAGE] <br /> 01203.0001/558924.3 -3- <br />