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b. That as the governing body of the City of South Bend Redevelopment <br />Commission, and with the approval of the Joint Committee established pursuant <br />to the Agreement among the South Bend Redevelopment Authority, the South <br />Bend Redevelopment Commission, and the St. Joseph County Airport Authority <br />for the Operation and Management of Blackthorn Golf Course, dated October 8, <br />1992, Owner has the sole and exclusive right to enter into this Management <br />Agreement; <br />c. That Owner is not prevented from entering into this Management Agreement by <br />its charter or bylaws, by any statute, regulation, or order of any court or <br />governmental authority, or by any license, debt instrument, lease, contract or <br />other agreement or instrument binding upon it or any of its property; <br />d. That Owner is duly authorized to enter into this Agreement and has taken all <br />necessary action to obtain such authorization, and that no consent of or notice to <br />any other individual, private entity or governmental authority is required in <br />connection with the execution and delivery of this Management Agreement; <br />e. That this Management Agreement, when properly executed, by both parties, shall <br />constitute a valid and binding agreement, enforceable by Manager in accordance <br />with its terms; and <br />f. That neither the execution and delivery of this Agreement by Owner nor Owner's <br />performance of any obligation hereunder (i) constitutes a violation of any law, <br />ruling, regulation, or order to which Owner is subject, nor (ii) constitutes a default <br />of any term or provision nor causes an acceleration of the performance required <br />under any other agreement or instrument binding upon Owner or to which the <br />Golf Course or any part thereof are subject. <br />14.2 Manager's Representations. Manager makes the following representations <br />and warranties to Owner: <br />a. That Manager has been validly formed and duly exists and operates as a limited <br />liability Company under the enabling and other statutes of the State of Delaware <br />and that is it is qualified to do business in the State of Indiana; <br />b. That Manager has the right and authority to enter into this Management <br />Agreement and is not prevented from entering into this Management Agreement <br />by its charter or bylaws, by any statute, regulation, or order of any court or <br />governmental authority, or by any license, debt instrument, lease, contract or <br />other agreement or instrument binding upon it or any of its property; <br />c. That it is duly authorized to enter into this Agreement and has taken all necessary <br />action to obtain such authorization, and that no consent of or notice to any other <br />individual, private entity or governmental authority is required in connection with <br />the execution and delivery of this Management Agreement; and <br />-22- <br />