y;~,
<br />of Bonds by the Underwriter, that it will not confirm the sale of any Bonds unless the confirmation of
<br />sale is accompanied or preceded by delivery of a copy of the Official Statement.
<br />3_ Representations, Warranties and .Agreements. The Authority hereby represents, warrants
<br />and agrees as follows:
<br />(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. ?n accordance with the Act, (i) the Authority has full legal right, power and authority
<br />(A) to approve and deliver .the Preliminary Official Statement and to enter into, execute and
<br />deliver this Contract, the Trust Agreement and the Official Statement, (B) to sell, issue and deliver
<br />the Bonds to the Underwriter as provided herein, and (C) to carry out and consummate the
<br />transactions contemplated by this Contract, the Trust Agreement and the Official Statement; and
<br />(ii) the Authority has complied with, and will at the Closing be incompliance in all respects with,
<br />the terms of the Act and with the obligations in connection with the issuance of the Bonds on its
<br />part contained in the Trust Agreement, the Bonds and this Contract;
<br />(c) By all necessary official action, the Authority has, or will have prior to Closing, duly
<br />authorized the execution and delivery of the Bonds, the Trust Agreement, this Contract, the
<br />approval and delivery of the Preliminary Official Statement, the approval, execution and delivery
<br />of the Official Statement and the performance by the Authority of the obligations in connection
<br />with the issuance of the Bonds on its part contained in the Bonds, the Trust Agreement, and this
<br />Contract and the consummation by it of all other transactions contemplated by this Contract in
<br />connection with the issuance of the Bonds;
<br />. (d) The Trust Agreement and this Contract, assuming the valid authorization, execution and
<br />delivery of the other parties thereto, does or will constitute, prior to Closing, the legal, valid and
<br />binding obligations of the Authority, enforceable in accordance with their terms, subject to
<br />applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights
<br />and to general principles of equity. in appropriate cases, and subject to the valid exercise of
<br />constitutional powers of the United States of America and the State of Indiana;
<br />(e) The Bonds when issued, authenticated and delivered to the Underwriter in accordance
<br />with the Trust Agreement and this Contract, will constitute legal, valid and binding obligations of
<br />the Authority of the character referred to in the Official Statement, in conformity with and
<br />entitled to the benefit and security of the Act and the Trust Agreement and enforceable in
<br />accordance vvith the 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,
<br />and subject to the valid exercise of constitutional powers of the United States of America and the
<br />.State of Indiana;
<br />(f) The Authority is not in breach of or default under any applicable constitutional provision,
<br />law or administrative regulation of the State of Indiana or the United States or any applicable
<br />judgment or decree or any loan agreement, trust agreement, bond, note, resolution, agreement
<br />or other instrument to which the Authority is a party or to which the Authority or any of its
<br />property or assets is otherwise subject, and no event has occurred and is continuing which which
<br />the passage of time or the giving of notice, or both, would constitute a default or event of default
<br />under any such instrument;- and the issuance and sate of the Bonds, the execution and delivery of
<br />this Contract and the Trust Agreement and the Authority's compliance with the provisions
<br />contained in any thereof will not conflict. with or constitute a breach of or default under any
<br />constitutional provision, law, administrative regulation, judgment, decree or order of any court,
<br />• regulatory body or other public body, loan agreement, trust agreement, bond, Hole, resolution,
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