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13068487v2 <br /> <br /> <br /> 9 <br /> <br />ARTICLE II <br /> <br />REPRESENTATIONS, ETC. <br />Section 2.01 Representations by the Issuer. The Issuer makes the following <br />representations as the basis for its undertakings herein: <br />(a) The Issuer is a duly organized and existing municipal corporation and <br />political subdivision under the laws of Minnesota. <br />(b) On April 14, 2021, the City Council, as the applicable elected representative <br />of the Issuer, granted final approval to the issuance of the Series 2021D Bonds. <br />(c) The issuance and sale of the Series 2021D Bonds, the execution and <br />delivery of this Loan Agreement and the Indenture, the performance of all covenants and <br />agreements of the Issuer contained in this Loan Agreement and the Indenture, and the Loan <br />hereunder have been duly authorized by resolutions of the City Council, including the Bond <br />Resolution, which was duly adopted at a meeting of the City Council duly called and held, <br />by the requisite vote of a majority of its members, in accordance with all requirements of <br />law. <br />(d) To provide financing with respect to the Project Facilities, the Issuer <br />proposes to issue the Series 2021D Bonds, as provided in the Act, the Indenture and the <br />Bond Resolution, and lend the proceeds thereof to the Corporation pursuant to this Loan <br />Agreement. The Issuer will issue Series 2021D Bonds, and the Series 2021D Bonds shall <br />be in the form and shall be subject to the terms and provisions set forth in the Indenture. <br />(e) There is no litigation pending or, to the best of its knowledge threatened, <br />against the Issuer relating to the Project Facilities or to the Bonds or to this Loan Agreement <br />or the Indenture or questioning the powers or authority of the Issuer under the Act, or <br />questioning the corporate existence or boundaries of the Issuer or the title of any of the <br />present officers of the Issuer to their respective offices. <br />(f) The execution, delivery and performance of this Loan Agreement and the <br />Indenture do not violate any agreement or instrument of the Issuer or any court order or <br />judgment in any litigation to which the Issuer is a party or by which it is bound. <br />(g) To the best of the Issuer’s knowledge and belief, no councilmember of the <br />Issuer and no other elected or appointed official who is authorized to take part in the making <br />of this Loan Agreement or the Indenture or the issuance of the Series 2021D Bonds, is <br />directly or indirectly interested in this Loan Agreement, the Series 2021D Bonds, the <br />Project Facilities, or any contract, agreement or job hereby contemplated to be entered into <br />or undertaken. <br />Section 2.02 Representations, Warranties and Covenants by the Corporation. The <br />Corporation makes the following representations, warranties and covenants: