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7 EL185\77\970529.v2 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1 Representations and Warranties of the City. The City makes the following representations, warranties and covenants: (a) The City is a municipal corporation and political subdivision organized under the provisions of the Constitution and laws of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Tax Increment District is an “economic development district” within the meaning of Minnesota Statutes, Section 469.174, subdivision 12, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (c) The Project as detailed in this Agreement is in conformance with the development objectives set forth in the Development Program and Tax Increment Financing Plan. (d) The City makes no representation or warranty, either express or implied, as to the Development Property or its condition, or that the Development Property shall be suitable for the Developer’s or the Company’s purposes or needs. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations, warranties and covenants: (a) The Developer is a limited liability company duly organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its organizational documents or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its governing members. (b) If the Developer acquires the Development Property in accordance with this Agreement, the Developer will construct, operate and maintain the Project in accordance with the terms of this Agreement, the Development Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code, labor and public health laws and regulations). (c) The Developer has received no notice or communication from any local, state, or federal official that the activities of the Developer or the City in the Development Program may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the City is aware). The Developer is not aware of any facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state, or federal environmental law, regulation, or review procedure. (d) The Developer has the power to enter into this Agreement, the Purchase Agreement, the Development Property Mortgage, and the Purchase Price Note, and to perform the obligations thereunder and by entering into and performing its obligations under this Agreement, the Purchase Agreement, the Development Property Mortgage, the Purchase Agreement, and the Purchase Price Note, the Developer will not be in violation of the its articles of organization, operating agreement or member control agreement or the laws of the State. (e) The Developer will obtain or cause to be obtained, in a timely manner, all required Page 236 of 327