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• <br /> 7 <br /> Section 14 Representations. <br /> 14.1 Representations by City. City represents and warrants to BNSF that: <br /> 14.1.1 It is a validly formed municipal corporation under the laws of the State of <br /> Washington; <br /> 14.1.2 It has all requisite authorizations to enter into this Agreement, including, <br /> without limitation, the City's indemnification and reimbursement obligations; <br /> 14.1.3 The parties executing this Agreement on behalf of City are duly authorized <br /> to so do; <br /> 14.1.4 It is not subject to any bankruptcy proceeding; <br /> 14.1.5 There are no monetary liens affecting the City Property; <br /> 14.1.6 City's Information Representative has no actual knowledge, without duty <br /> to investigate, of any existing, pending, threatened or asserted litigation or claims with <br /> respect to title or ownership of the City Property; <br /> 14.1.7 City's Information Representative has no actual knowledge, without duty <br /> to investigate, of any pending improvements, liens, special assessments, condemnations, <br /> impositions, or increases in assessed valuations to be made against the City Property by <br /> any governmental authority; <br /> 14.1.8 To City's Information Representative's actual knowledge, without duty to <br /> investigate, no person, firm, corporation or other entity has (1) any right or option to <br /> acquire the City Property, or any part thereof, from City, or (2) have any leasehold, <br /> tenancy, or other possessory rights or interests in the City Property, or any part thereof, <br /> except those which are listed in the Pro Forma Title Policies for City Property; <br /> 14.1.9 City's Information Representative has no actual knowledge, without duty <br /> to investigate, of any notice of any violation of any ordinance, regulation, law or statute <br /> of any governmental agency pertaining to the City Property or any portion thereof; <br /> 14.1.10 Parcels 12 and 14 of the City Property are subject to the provisions <br /> of the Model Toxics Control Act Consent Decree for the Everett Landfill/Tire Fire Site, <br /> dated April 2,2001, and the Cleanup Action Plan, dated March 2001; and <br /> 14.1.11 Except for the City Reserved Rights reserved to City pursuant to <br /> this Agreement, there are no leases, licenses or other agreements affecting the City <br /> Property. <br /> 14.2 Representations by BNSF. BNSF represents and warrants to City that: <br /> 14.2.1 It is a validly formed corporation under the laws of the State of Delaware; <br /> Exchange Agreement -22- DRAFT 5/23/06 <br /> 49 <br />