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that, with the passing of time or the giving of notice, or both, would constitute a material default <br /> under the Agreement. <br /> City represents and warrants to Consultant that, as of the date of this Amendment No. 1, <br /> Consultant is not in default of any material term of the Agreement and that there have been no <br /> events that, with the passing of time or the giving of notice, or both, would constitute a material <br /> default under the Agreement. <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. 1. <br /> 5. Authority. The persons executing this Amendment No. 1 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. 1 on behalf of said party, (iii) by so executing this <br /> Amendment No. 1 , such party is formally bound to the provisions of this Amendment No. 1, and <br /> (iv) the entering into this Amendment No. 1 does not violate any provision of any other <br /> agreement to which said party is bound. <br /> [SIGNATURES ON FOLLOWING PAGE] <br /> 01203.0005/556831.1 -2- <br />