Bill No. 20-22 Amending Bond Ordinance_City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI_Genesis Project)

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10 applicable, and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is bound. (b) The Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Remarketing Agreement, the Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Project Note, including without limitation the Third Amended and Restated Note, by proper corporate action, have been duly authorized, executed and delivered b y the Borrower and are valid and binding obligations of the Borrower. (c) The Project at all times will be located entirely within the boundaries of the Issuer, and the Project will serve the public purposes of the Act and will be of benefit to the health or general welfare of the citizens of the Issuer. (d) The acquisition, construction and installation of the property comprising the Project by the Borrower complies in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction over the Project, and all necessary permits, licenses, consents and permissions necessary for the Project have been obtained. (e) The undertaking of the financing of costs of the Project by the Issu er and the loan of the proceeds of the Project Bonds has constituted an inducement to the Borrower to acquire, construct and install the Project in South Bend, Indiana. (f) The Borrower is not in default in the payment of the principal of, or interest on, any of the Borrower’s indebtedness for borrowed money, or in default under any instrument under which, or subject to which, any indebtedness has been incurred, and no event has occurred and is continuing under the provisions of any material agreement involving the Borrower that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (g) No litigation at law or in equity nor any proceeding before any governmental agency or other tribunal involving the Borrower is pending or, to the knowledge of the Borrower, except as otherwise disclosed in the Offering Circular, threatened, in which any liability of the Borrower is not adequately covered by insurance and in which any judgment or order would have a material and adverse effect upon the business or assets of the Borrower or would materially and adversely affect the Project, the validity of the Original Agreement, the Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Reimbursement Agreement, the Remarketing Agreement, the Project Note, including as amended and restated by the Third Amended and Restated Note or the performance of the Borrower’s obligations thereunder or the transactions contemplated hereby.