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3. Representations, Warranties and Agreements.. .The .Authority hereby represents, warrants
<br />and agrees as follows:
<br />i (a) The Authority is a duly created and validly existing separate body corporate and politic,
<br />constituting an instrumentality of the City of South Bend (the "City") for the public purposes set
<br />forth in the provisions of Indiana Code 36-7-14.5, as amended from time to time (the "Act");
<br />(b) The Act has been validly adopted and is in full force and effect as of the date of this
<br />Contract and will be in full force and effect as of the Closing Date, as defined in Section 4 of this
<br />Contract. In accordance with the Act, {i) the Authority has full legal right, power and authority (A) to
<br />approve and deliver the Preliminary Official Statement and to enter into, execute and deliver this
<br />Contract, the Trust Agreement and the Official Statement, (B) to sell, issue and deliver the Bonds to
<br />the Underwriter as provided herein, and (C) to carry out and consummate the transactions
<br />contemplated by this Contract, the Trust Agreement and the Official Statement; and (ii) the Authority
<br />has complied with, and will at the. Closing be in compliance in all respects with, the terms of the Act
<br />and with the obligations in connection with the issuance of the Bonds on its part contained in the
<br />Trust Agreement, the Bonds and this Contract;
<br />(c) By all necessary official action, the Authority has duly authorized the execution and delivery
<br />of the Trust Agreement, the approval and delivery of the Preliminary Official Statement, the
<br />approval, execution and delivery of the Official Statement and the execution, delivery and
<br />performance by the Authority of the obligations in connection with the issuance of the Bonds on its
<br />part contained in the Bonds, the Trust Agreement and this Contract and the consummation by it of
<br />all other transactions contemplated by this Contract in connection with the issuance of the Bonds;
<br />(d) The Trust Agreement, assuming the valid authorization, execution and delivery of the other
<br />parties thereto, each constitutes the legal, valid and binding obligation of the Authority, enforceable
<br />in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other
<br />similar laws relating to creditors' rights and to general principles of equity in appropriate cases and
<br />subject to the valid exercise of constitutional powers of the United States of America and the State
<br />of Indiana;
<br />(e) The Bonds, when issued, authenticated and delivered to the Underwriter in accordance with
<br />the Trust Agreement and this Contract, will constitute legal, valid and binding obligations of the
<br />Authority of the character referred to in the Official Statement, in conformity with and entitled to the
<br />benefit and security of the Act and the Trust Agreement and enforceable in accordance with their
<br />terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to
<br />creditors' rights and to general principles of equity in appropriate cases and subject to the valid
<br />exercise of constitutional powers of the United States of America and the State of Indiana;
<br />(f) The Authority is not in breach of or default under any applicable constitutional provision, law
<br />or administrative regulation of the State or the United States or any applicable judgment or decree
<br />or any loan agreement, trust agreement, bond, note, resolution, agreement or other instrument to
<br />which the Authority is a party or to which the Authority or any of its property or assets is otherwise
<br />subject, and no event has occurred and is continuing which with the passage of time or the giving
<br />of notice, or both, would constitute a default or event of default under any such instrument; and the
<br />issuance and sale of the Bonds, the execution and delivery of this Contract, the execution and
<br />delivery of the Trust Agreement and the Authority's compliance with the provisions contained in any
<br />thereof will not conflict with or constitute a breach of or default under any constitutional provision,
<br />law, administrative regulation, judgment, decree or order of any court, regulatory body or other
<br />public body, loan agreement, trust agreement, bond, note, resolution, agreement or other instrument
<br />to which the Authority is a party or to which the Authority or any of its property or assets is
<br />otherwise subject, and no such execution, delivery, adoption or compliance will result in the creation
<br />or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever
<br />upon any of the property or assets of the Authority or under the terms of any such law, regulation or
<br />instrument, except as provided by the Bonds and the Trust Agreement;
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