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12316323v3 10 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.01 Representations by the Issuer. The Issuer makes the following representations as the basis for its undertakings herein: (a)The Issuer is a municipal corporation organized and existing under the Constitution and laws of the State of Minnesota. (b)There is no pending or threatened suit, action or proceeding against the Issuer before any court, arbitrator, administrative agency or other governmental authority that challenges the Issuer's execution and delivery of this Loan Agreement or the Indenture or the issuance of the Series 2020 Bonds. (c)The execution and delivery of this Loan Agreement and the Indenture will not constitute a breach of or default under any existing law, regulation or ordinance, or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is a party or by which it is bound. (d)No member of the Governing Body of the Issuer and no other elected or appointed official who is authorized to take part in the making of this Loan Agreement or the Indenture or the issuance of the Series 2020 Bonds, is directly or indirectly interested in this Loan Agreement, the Series 2020 Bonds, or any contract, agreement or job hereby contemplated to be entered into or undertaken. (e)No proceeding of the Issuer for the issuance, execution or delivery of this Loan Agreement or the Indenture has been repealed, rescinded, amended or revoked. (f)The Issuer understands that the Official Statement will be used by the Original Purchaser to offer and sell the Bonds. The Issuer has not participated in the preparation of or reviewed the Official Statement. The Issuer has made no independent investigation of the facts and statements provided in the Official Statement, other than the information set forth under the caption "THE ISSUER" and, except for such information, assumes no liability or responsibility for any of the information contained in the Official Statement or the accuracy, completeness or sufficiency thereof. Section 2.02 Representations, Warranties and Covenants by the Borrower. The Borrower makes the following representations, warranties and covenants: (a)The Borrower is a nonprofit corporation duly organized and existing under the laws of Minnesota. (b)Except to the extent otherwise provided in Section 5.02 hereof, the Borrower intends to own and operate the Project Facilities from the date hereof to the expiration or sooner termination of this Loan Agreement, as provided herein, except to the extent such operation may be interrupted by strikes, riots, fire, casualty or condemnation, acts of God or public enemy or other circumstances beyond the control of the Borrower.