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4.2 Representations and Warranties of the Developer. The Developer makes <br />the following representations and warranties to the Authority and the City: <br />1353333vDOC <br />Red (V3 to V2) <br />(a) Developer is a , duly organized, validly existing and in <br />good standing under the laws of the State of <br />(b) Developer has the corporate power and authority to execute the <br />Developer Documents and to perform each of Developer's obligations under each <br />of the Developer Documents. <br />(c) Developer has taken all corporate actions necessary to authorize <br />'s execution and delivery of the Developer Documents and to authorize <br />the Developer's performance of its obligations under the Developer Documents. <br />(d) 's execution of the Developer Documents, in <br />[his /her] capacity as of Developer constitutes the due execution of <br />the Developer Documents to the City and the Authority, and, upon such execution <br />and delivery of the Developer Documents to the City or the Authority, as <br />applicable, the Developer Documents will constitute the legal, valid and binding <br />obligations of the Developer, enforceable against the Developer in accordance <br />with their respective terms. <br />(e) The Developer's execution of the Developer Documents and <br />performance of its obligations under the Developer Documents does not require <br />the consent, approval, order or authorization or registration, declaration or filing <br />with any governmental authority or any other individual or entity. <br />(f) Neither the Developer's execution and delivery of the Developer <br />Documents, the consummation of the transactions contemplated in the Developer <br />Documents nor the Developer's fulfillment of or compliance with the terms and <br />conditions of the Developer Documents is prevented, limited by, or conflicts with <br />or results in a breach of the terms, conditions or provisions of Developer's <br />organization documents or any contractual restriction, evidence of indebtedness, <br />agreement or instrument of whatever nature to which the Developer is now a <br />party, or by which the Developer is bound, or constitutes a default under any of <br />the foregoing. <br />(g) The Developer would not undertake the development of <br />Redevelopment Property but for the assistance the Authority and the City are <br />providing pursuant to the Authority Documents and the City Documents. <br />(h) The value of the Redevelopment Property and the cost of the <br />constructing the Minimum Improvements is sufficient to justify the minimum <br />market value established in the Assessment Agreement. <br />(i) Developer has sufficient funds and financial commitments to <br />perform Developer's obligations under the Developer Documents. <br />Page 114 <br />