32-17 Economic Development Revenue Bonds (Studebaker Project)

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ARTICLE II. REPRESENTATIONS Section 2.1. Representations by Issuer. Issuer represents and warrants that: (a) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Financing Agreement and to carry out its obligations hereunder. The Issuer has been duly authorized to execute and deliver this Financing Agreement. (b) The Issuer agrees to provide funds from the issuance of the Series 2017 Bonds for financing a portion of the cost of the construction of the Project, to the end that industry and the economy may be diversified,job opportunities promoted and redevelopment accomplished. (c) The Issuer covenants that it will timely pay the TIF Revenues to the Trustee as provided in the Indenture. The Issuer represents and warrants that the TIF Pledge Resolution of the Redevelopment Commission was validly adopted and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms. Section 2.2. Representations by Developer. Developer represents and warrants that: (a) Developer is a limited liability company duly organized, existing and authorized to do business under the laws of the State of Indiana, is not in violation of any provision of its Articles of Organization or Operating Agreement, has not received notice and has no reasonable grounds to believe that it is in violation of any laws in any manner material to its ability to perform its obligations under this Financing Agreement, has power to enter into and to perform its obligations under this Financing Agreement and has duly authorized the execution and delivery of this Financing Agreement by appropriate corporate action. (b) All of the proceeds from the Series 2017 Bonds (including any income earned on the investment of such proceeds) will be used solely for Costs of Construction. (c) The Developer intends to operate or cause the Project to be operated as an economic development facility under the Act until the expiration or earlier termination of this Financing Agreement as provided herein, unless the Developer has sold or otherwise transferred the Project to a Surviving Corporation (as hereinafter defined) in accordance with Section 3.3 of this Financing Agreement. (d) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, will contravene the Developer's Articles of Organization or Operating Agreement or any law or any governmental rule, regulation or order presently binding on the Developer or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Developer is now a parry or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Developer under the terms of any instrument or agreement. - 7 - I\11853148.2