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DRAFT 4.5.2022 <br />NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained <br />herein, the Authority and the Developer hereby covenant and agree with the other as follows: <br />1. Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this <br />Agreement and the Exhibits attached to this Agreement are incorporated into this <br />Agreement as if fully set forth herein. <br />2. Representations by the Authority. The Authority makes the following representations as the <br />basis for the undertakings on its part herein contained: <br />a. The Authority is a public body corporate and politic under the laws of Minnesota. The <br />Authority has the power to enter into this Agreement and carry out its obligations <br />hereunder. <br />b. The persons executing this Agreement and related agreements and documents on <br />behalf of the Authority have the authority to do so and to bind the Authority by their <br />actions. <br />C. The Authority has received no notice or communication from any local, State or <br />federal official that the activities of the Developer or the Authority in relation to the <br />Project may be or will be in violation of any environmental law or regulation. The <br />Authority is aware of no facts the existence of which would cause it to be in violation <br />of any local, State or federal environmental law, regulation or review procedure. <br />3. Representations and Warranties by the Developer. The Developer makes the following <br />representations as the basis for the undertakings on its part herein contained: <br />a. The Developer is a , duly organized and in <br />good standing under the laws of Minnesota and is not in violation of any provisions <br />of its certificate of limited partnership. The Developer has the power to enter into this <br />Agreement and carry out its obligations hereunder. The persons executing this <br />Agreement and related agreements and documents on behalf of the Developer have <br />the authority to do so and to bind the Developer by their actions. <br />b. In the event the Property is conveyed to the Developer, the Developer, or its assigns, <br />will adhere to the terms and conditions contained in this Agreement and all local, State <br />and federal laws and regulations, including, but not limited to, environmental, zoning, <br />building code and public health laws. <br />C. Neither the execution and delivery of this Agreement, the consummation of the <br />transactions contemplated hereby, nor the fulfillment of or compliance with the <br />terms and conditions of this Agreement is prevented, limited by or conflicts with <br />or results in a breach of, the terms, conditions or provisions or any restriction or <br />any evidence of indebtedness, agreement or instrument of whatever nature to which <br />2 <br />DOCSOPEN\MU205\53\788760.v5-4/5/22 <br />