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Section 2.1. Representations by the City The City makes the following representations as the basis for the undertaking on its part herein contained: (a) The City is a statutory city under the laws of the State. Under the laws of the State, the City has the power to enter into this Agreement and to perform its obligations hereunder. (b) The City has taken all action necessary to create the Project, the Project Plan, the Tax Increment Plan, the Tax Increment District and to approve this Agreement and to authorize the execution and delivery of this Agreement, the Note and any other documents or instruments required to be executed and delivered by the City pursuant to this Agreement. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the City is now a party or by which it is bound, or constitutes a default under any of the foregoing. (d) There is not pending, nor to the best of the City's knowledge is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (e) The City has received no notice or communication from any local, state or federal official that the activities of the Developers or the City in the Project Area may be or will be in violation of any Environmental Laws. The City is aware of no facts the existence of which • would cause it to be in violation of any Environmental Laws. (f) The City has no actual knowledge of any actions, claims, suits, or proceedings pending or threatened against the City or the Town Square Site which relate to any violation or alleged violation of any Environmental Laws. (g) The City will reasonably cooperate with the Developers with respect to any litigation commenced by third parties with respect to the Town Square Site. Section 2.2. Representations by the Multifamily Developer. The Multifamily Developer represents that: (a) The Multifamily Developer is a limited partnership duly organized and authorized to transact business in the State, is not in violation of any provisions of its Certificate of Limited Partnership, its Partnership Agreement or the laws of 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 General Partner. •