08-25 Authorizing the City to Issue One or More Series of its Taxable Economic Development Tax Increment Revenue Bonds and Approving and Authorizing Other Actions in Respec Thereto in Connection With the J. C. Hart Development Project

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ARTICLE II. REPRESENTATIONS; USE OF BOND PROCEEDS Section 2.1. Representations of the City. The City represents and warrants that: (a) The City is a municipal corporation organized and existing under the laws of the State. Under the provisions of the Act, the City is authorized to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. The City has been duly authorized to execute and deliver this Agreement. The City 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 City agrees to issue the Bonds and make the Loan to the Company in the amount of not to exceed$ to pay a portion of the costs associated with the acquisition,construction,equipping and improving of the Project to create or retain employment opportunities in the City and to benefit the health, safety,morals and general welfare of the citizens of the City and the State. Section 2.2. Representations and Covenants of the Company. The Company represents and warrants that: (a) It is a corporation validly existing under the laws of and authorized to do business in the State, is not in violation of any laws in any manner material to its ability to perform its obligations under this Agreement,and has full power to enter into and by proper action has duly authorized the execution and delivery of this Agreement. (b) The Project is of the type authorized and permitted by the Act. The Company assents to the deposit and disposition of the proceeds of the Bonds in the manner specified in the Indenture. (c) The provision of financial assistance to be made available to it under this Agreement from the proceeds of the Loan and the commitments therefor made by the City have induced the Company to undertake the Project and such Project will create and/or retain jobs and employment opportunities within the boundaries of the City. Further, the Company intends to operate the Project, as economic development facilities under the Act, until the expiration or earlier termination of this Agreement. (d) Neither the execution and delivery of this Agreement,the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of the terms, conditions or provisions of the Company's Articles of Incorporation or any restriction or any agreement or instrument to which the Company is now a party or by which it is bound or to which any of its property or assets is subject or of any statute,order,rule or regulation of any court or governmental agency or body having jurisdiction over the Company 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 Company under the terms of any instrument or agreement, except as set forth in this Agreement or in such manner as will not materially impair the ability of the Company to perform its obligations hereunder. - 5 -