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laws of the State of Minnesota, is not in violation of any provisions of its organizational documents or the <br />laws of the State, is duly authorized to transact business within the State, has power to enter into this <br />Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper <br />action of its governing members. <br />(b) The Company shall operate and maintain the Project in accordance with the terms of this <br />Agreement, the Development Program, and all applicable local, state and federal laws and regulations <br />(including, but not limited to, environmental, zoning, energy conservation, building code, labor and <br />public health laws and regulations). <br />(c) The Company has the power to enter into this Agreement and the Corporate Guaranty <br />and to perform the obligations thereunder and by entering into and performing its obligations under this <br />Agreement and the Corporate Guaranty, the Company will not be in violation of its articles of <br />incorporation, bylaws or the laws of the State. <br />(d) The Company will cooperate fully with the City with respect to any litigation commenced <br />with respect to the Project; provided, however, that the Company shall not be obligated to settle any <br />litigation to which it is a party unless it approves such settlement in its sole discretion. <br />(e) The financing commitments which the Developer and the Company have obtained to <br />finance construction of the Project, together with the equity funds available to the Developer and the <br />Company, together with financing provided by the City pursuant to this Agreement and the Purchase <br />Price Note will be sufficient to enable the Developer and the Company to successfully complete the <br />Project. <br />(f) The Company is not currently in default under any business subsidy agreement with any <br />grantor, as such terms are defined in the Business Subsidy Act. <br />(g) The Company understands that the City may subsidize or encourage the development of <br />other developments in the City, including properties that compete with the Development Property and the <br />Project, and that such subsidies may be more favorable than the terms of this Agreement, and that City <br />has not represented that development of the Development Property will be favored over the development <br />of other properties. <br />K <br />EL185\77\951254.v6 <br />Page 304 of 372 <br />