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ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants, and warrants as follows: (a) The City is authorized under its charter and the Constitution and laws of the State of Minnesota to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Site and the Facilities except Permitted Encumbrances. (c) This Lease is entered into under authority of and pursuant to Minnesota Statutes, Section 465.71. (d) The officers of the City executing this Lease have been duly authorized to do so. (e) The City will not pledge, mortgage or assign this Lease, or its rights, duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease. (f) Subject to the City’s rights under Section 5.6 hereof, the Facilities will be used until the Bonds have all been paid primarily to carry out the essential governmental or proprietary purposes of the City. (g) Subject to the provisions of Section 5.6 hereof, the Finance Director of the City will include in the annual budget of the City submitted to the City Council, for each Fiscal Year during the Term of Lease, moneys sufficient to pay and for the purpose of paying all Lease Payments and Additional Lease Payments and other obligations of the City under this Lease, and for this purpose the City will make a reasonable estimate of Additional Lease Payments to become due in the next Fiscal Year, and will take all other actions necessary to provide moneys for the payment of the obligations of the City under this Lease from sources of the City lawfully available for this purpose. (h) Except to the extent specifically provided herein, the City is not obligated to appropriate or otherwise provide moneys for the payment of the Lease Payments or any other amounts coming due hereunder; and in the event of non-appropriation or non-renewal by the City, the City shall not be liable for general, special, incidental, consequential or other damages resulting therefrom. This Lease does not constitute a general obligation of the City, and the full faith and credit and taxing powers of the City are not pledged for the payment of the Lease Payments or other amounts coming due, or other actions required to be performed, hereunder. (i) The City hereby declares its current need for the Facilities. The City has determined that the purchase price to be paid for the Site and the Facilities under this Lease represents the fair 460515v1 JAE LN140-112 6