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ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the City. The City makes the following representations and warranties: (1) The City is a municipal corporation and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is a "renewal and renovation district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 10a, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Development Program and Tax Increment Financing Plan. (4) To finance certain costs within the Tax Increment District, the City proposes, subject to the further provisions of this Agreement, to apply Tax Increments to reimburse itself and the Developer for certain Public Improvement Expenses incurred in connection with the Project as further provided in this Agreement. (5) The City makes no representation or warranty, either express or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Property shall be suitable for the Developer's purposes or needs. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Minnesota corporation and has the power to enter into this Agreement and to perform its obligations hereunder and is not in violation of the laws of the State. (2) Each of the individuals executing this Development Agreement on behalf of the Developer has the right, power, legal capacity and corporate authority to execute this Development Agreement and all necessary approvals or consents of any persons in connection with the authority of the individuals to execute this Development Agreement have been obtained. (3) The Developer is not currently in default under any contract, agreement or mortgage to which the Developer is a party or by which the Development Property or the Easement Property is bound which would in any way affect the Developer's performance under this Agreement nor have any events occurred which would be a default under such contracts, agreements or mortgages but for the passage of time or giving of notice thereof. (4) There is no suit, action, arbitration or legal, administrative or other proceeding or other governmental investigation pending or threatened against or affecting the Developer or the 2139197v6 6 Doc# 2561638 \9