12-13-2021 FINAL Packet - Laserfiche WebLink

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6 ARTICLE II REPRESENTATIONS; USE OF BOND PROCEEDS Section 2.1. Representations by Issuer. The Issuer represents and warrants that: (a) The Issuer is a municipal corporation organized and 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. The Issuer agrees that it will do or cause to be done all things within its control and necessary to preserve and keep in full force and effect its existence. (b) Subject to the terms of this Agreement, the Issuer shall issue the Series 2022 Bonds in the aggregate principal amount not to exceed $_____________, in order to pay the costs of the Project approved by the Issuer, pay the cost of a debt service reserve surety policy to satisfy the requirements of the debt service reserve fund under the Indenture, and to pay the costs of issuance incurred in connection therewith, all for the purpose of creating or retaining employment opportunities in the City and benefiting the health and general welfare of the citizens of the City and the State. Section 2.2. Representations by Building Corporation. The Building Corporation represents and warrants that: (a) The Building Corporation is a non-profit corporation duly organized and validly existing under the laws of the State of Indiana solely for the purpose to serve as an on-behalf of issuer to the City for the purpose of completing capital improvements in the City. (b) 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, conflicts with or results in a breach of the terms, conditions or provisions of the Building Corporation’s Articles of Incorporation or By-laws, or any restriction or any agreement or instrument to which the Building Corporation is now a party or by which it is bound or to which any of its property or assets is subject or (except in such manner as will not materially impair the ability of the Building Corporation to perform its obligations hereunder), or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Building Corporation or its property, or 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 Building Corporation under the terms of any instrument or agreement, except as may be set forth in this Financing Agreement. (c) There are no actions, suits or proceedings pending, or, to the knowledge of the Building Corporation, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, if determined adversely to the Building Corporation, could materially and adversely affect the transactions contemplated by this Financing Agreement or which in any way would affect the validity and enforceability of such document or the ability of the Building Corporation to perform its obligations under this Financing Agreement.