Common use of Representations and Covenants of the Issuer Clause in Contracts

Representations and Covenants of the Issuer. The Issuer makes the following representations as the basis for its covenants herein: (1) The Issuer is a body corporate and politic and public instrumentality duly organized and validly existing as such under the laws of the State of Wyoming. Under the provisions of the Act, the Issuer is authorized to enter into the Bond Purchase Agreement, the Indenture and this Financing Agreement and to carry out its obligations thereunder and hereunder. The Issuer has duly authorized the execution and delivery of the Bond Purchase Agreement, the Indenture and this Financing Agreement. (2) The Issuer will not pledge any of its rights under this Financing Agreement other than for purposes of transferring and/or assigning its rights and interest to the Trustee as contemplated by the Bond Purchase Agreement, the Indenture and the Security Documents. (3) The Bond will be issued, mature, bear interest, be redeemable and have other terms and provisions as provided for in the Bond Purchase Agreement, the Indenture and the Bond. (4) The acquisition, construction, development and equipping of the Project, the issuance and sale of the Bond, the execution and delivery of this Financing Agreement, and the performance of all covenants and agreements of the Issuer contained in the Bond, this Financing Agreement, the Bond Purchase Agreement and the Indenture, as well as the performance of all other acts and things required under the constitution and laws of the State of Wyoming to make the Bond, the Financing Agreement, the Bond Purchase Agreement and the Indenture valid and binding obligations of the Issuer in accordance with their terms are authorized by the Act and have been duly authorized by a Bond Resolution of the Issuer finally passed and adopted on November 12, 2013, by the affirmative vote of not less than a majority of the Commissioners. (5) The Issuer has not made, done, executed or suffered, and it warrants that it will not make, do, execute or suffer any act or thing whereby its interest in any property now or hereafter included in the Project, shall or may be impaired, charged or encumbered in any manner whatsoever except as expressly permitted by the terms of this Financing Agreement, the Bond Purchase Agreement and the Indenture. (6) To finance the Project, as presently estimated, in anticipation of the collection of the revenues thereof, the Issuer has duly authorized the Bond in the principal amount of $20,000,000 to be issued upon the terms set forth in the Bond Resolution, under the provisions of which the Issuer has agreed to assign its interest in this Financing Agreement and the payments hereunder and its interest in the Project to the Trustee as security for the payment of the principal of and interest on the Bond.

Representations and Covenants of the Issuer. The (a) As of the date of issuance of the Series 2017 Bonds, the Issuer makes made the following representations and covenants as the basis for the undertakings on its covenants hereinpart contained in the Original Loan Agreement: (1i) The Issuer is a body corporate municipal corporation and politic and public instrumentality duly organized and political subdivision validly existing as such under the laws of the State State. (ii) Based upon representations of Wyoming. Under the provisions Company as to the utilization of the 2017 Facility, the 2017 Facility will constitute "economic development facilities" as defined in the Act, is consistent with the purposes of the Act, will create additional employment opportunities in the City of Terre Haute, Indiana, and will benefit the health, safety, morals and general welfare of the citizens of the Issuer is authorized and the State. (iii) The 2017 Project, and the financing thereof by the Issuer, are consistent with the purposes of the Act. (iv) The Issuer has the necessary power under the Act and has duly taken all action on its part required to enter into execute and deliver the Bond Purchase Agreement2017 Issuer Documents, to undertake the Indenture and this Financing Agreement transactions contemplated by the 2017 Issuer Documents to finance the 2017 Project and to carry out its obligations thereunder under the Original Loan Agreement and hereunder. The Issuer has duly authorized thereunder, including the assignment of certain of its rights under the Original Loan Agreement to the Trustee. (v) Neither the execution and delivery of the Bond Purchase Agreement2017 Issuer Documents, the Indenture and this Financing Agreementconsummation of the transactions contemplated by the Original Loan Agreement or thereby nor the fulfillment of or compliance with the provision of the 2017 Issuer Documents will conflict with or result in a breach by the Issuer of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which the Issuer is a party or by which it is bound, or will constitute a default by the Issuer under any of the foregoing. (2vi) The Issuer will not pledge any of its rights under this Financing Agreement other than for purposes of transferring and/or assigning its rights and interest Pursuant to the Trustee as contemplated by the 2017 Bond Purchase Agreement, the Indenture and the Security Documents. (3) The Bond will be issued, mature, bear interest, be redeemable and have other terms and provisions as provided for in the Bond Purchase Agreement, the Indenture and the Bond. (4) The acquisition, construction, development and equipping of the Project, the issuance and sale of the Bond, the execution and delivery of this Financing Agreement, and the performance of all covenants and agreements of the Issuer contained in the Bond, this Financing Agreement, the Bond Purchase Agreement and the Indenture, as well as the performance of all other acts and things required under the constitution and laws of the State of Wyoming to make the Bond, the Financing Agreement, the Bond Purchase Agreement and the Indenture valid and binding obligations of the Issuer in accordance with their terms are authorized by the Act and have been duly authorized by a Bond Resolution of the Issuer finally passed and adopted on November 12, 2013, by the affirmative vote of not less than a majority of the Commissioners. (5) The Issuer has not made, done, executed or suffered, and it warrants that it will not make, do, execute or suffer any act or thing whereby its interest in any property now or hereafter included in the Project, shall or may be impaired, charged or encumbered in any manner whatsoever except as expressly permitted by the terms of this Financing Agreement, the Bond Purchase Agreement and the Indenture. (6) To finance the Project, as presently estimated, in anticipation of the collection of the revenues thereofOrdinance, the Issuer has duly authorized the execution and, delivery of the 2017 Issuer Documents and the issuance and sale of the Series 2017 Bonds. The Issuer also has duly authorized the execution, delivery and performance of the 2017 Bond Purchase Agreement and has approved the Section entitled the “ISSUER” and the Section entitled “LITIGATION – The Issuer” in the principal amount 2017 Limited Offering Memorandum. (vii) When duly executed and delivered on behalf of $20,000,000 the Issuer, and assuming the due authorization, execution and delivery by the other parties thereto, each of the 2017 Issuer Documents shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, provided that the enforceability of the 2017 Issuer Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to be issued or limiting creditors’ rights generally and the application of general principles of equity. (viii) To the best knowledge of the Issuer, there is no action, suit or proceeding at law or in equity, pending or threatened against the Issuer to restrain or enjoin the issuance or sale of the Series 2017 Bonds or in any way contesting the validity or affecting the power of the Issuer with respect to the issuance and sale of the Series 2017 Bonds or the documents or instruments executed by the Issuer in connection therewith or the existence of the Issuer or the power or the right of the Issuer to finance the 2017 Project. (ix) To assist in financing the 2017 Project Costs, the Issuer will issue the Series 2017 Bonds. (b) As of the date of issuance of the Series 2020 Bonds, the Issuer makes the following additional representations and covenants as the basis for the undertakings on its part contained herein: (i) The Issuer is a municipal corporation and political subdivision validly existing under the laws of the State. (ii) Based upon representations of the terms set forth Company as to the utilization of the 2020 Facility, the 2020 Facility will constitute "economic development facilities" as defined in the Bond ResolutionAct, is consistent with the purposes of the Act, will create additional employment opportunities in the City of Terre Haute, Indiana, and will benefit the health, safety, morals and general welfare of the citizens of the Issuer and the State. (iii) The 2020 Project, and the financing thereof by the Issuer, are consistent with the purposes of the Act. (iv) The Issuer has the necessary power under the Act and has duly taken all action on its part required to execute and deliver the 2020 Issuer Documents, to undertake the transactions contemplated by the 2020 Issuer Documents to finance the 2020 Project and to carry out its obligations hereunder and thereunder, including the assignment of certain of its rights hereunder to the Trustee. (v) Neither the execution and delivery of the 2020 Issuer Documents, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the provision of the 2017 Issuer Documents will conflict with or result in a breach by the Issuer of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which the Issuer is a party or by which it is bound, or will constitute a default by the Issuer under any of the foregoing. (vi) Pursuant to the 2020 Bond Ordinance, the Issuer has agreed to assign its interest in this Financing duly authorized the execution and, delivery of the 2020 Issuer Documents and the issuance and sale of the Series 2020 Bonds. The Issuer also has duly authorized the execution, delivery and performance of the 2020 Bond Purchase Agreement and has approved the payments hereunder Section entitled the “ISSUER” and its interest the Section entitled “LITIGATION – The Issuer” in the Project 2020 Limited Offering Memorandum. (vii) When duly executed and delivered on behalf of the Issuer, and assuming the due authorization, execution and delivery by the other parties thereto, each of the 2020 Issuer Documents shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, provided that the enforceability of the 2020 Issuer Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors’ rights generally and the application of general principles of equity. (viii) To the best knowledge of the Issuer, there is no action, suit or proceeding at law or in equity, pending or threatened against the Issuer to restrain or enjoin the issuance or sale of the Bonds or in any way contesting the validity or affecting the power of the Issuer with respect to the Trustee as security for the payment issuance and sale of the principal Bonds or the documents or instruments executed by the Issuer in connection therewith or the existence of and interest on the BondIssuer or the power or the right of the Issuer to finance the Projects. (ix) To assist in financing the 2020 Project Costs, the Issuer will issue the Series 2020 Bonds.

Representations and Covenants of the Issuer. The Issuer makes the following representations and covenants as the basis for the undertakings on its covenants hereinpart herein contained: (1a) The Issuer is a port authority and body corporate and politic and public instrumentality duly organized and validly existing as such under the laws of the State State. (b) Based upon representations of Wyoming. Under the provisions Company as to the utilization of the Project, the Project will constitute “port authority facilities” as defined in the Act, is consistent with the purposes of the Act, will create additional employment opportunities within the jurisdiction of Southern Ohio Port Authority, and will benefit the health, safety, morals and general welfare of the citizens of the Issuer and the State. (c) The Project, and the financing thereof by the Issuer, is authorized consistent with the purposes of the Act. (d) The Issuer has the necessary power under the Act and has duly taken all action on its part required to enter into execute and deliver the Bond Purchase AgreementIssuer Documents, to undertake the Indenture and this Financing Agreement transactions contemplated by the Issuer Documents to finance the Project and to carry out its obligations thereunder hereunder and hereunder. The Issuer has duly authorized thereunder, including the assignment of certain of its rights hereunder to the Trustee. (e) Neither the execution and delivery of the Bond Purchase AgreementIssuer Documents, the Indenture and this Financing Agreementconsummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the provision of the Issuer Documents will conflict with or result in a breach by the Issuer of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which the Issuer is a party or by which it is bound, or will constitute a default by the Issuer under any of the foregoing. (2f) The Issuer will not pledge any of its rights under this Financing Agreement other than for purposes of transferring and/or assigning its rights and interest Pursuant to the Trustee as contemplated by the Bond Purchase Agreement, the Indenture and the Security Documents. (3) The Bond will be issued, mature, bear interest, be redeemable and have other terms and provisions as provided for in the Bond Purchase Agreement, the Indenture and the Bond. (4) The acquisition, construction, development and equipping of the Project, the issuance and sale of the Bond, the execution and delivery of this Financing Agreement, and the performance of all covenants and agreements of the Issuer contained in the Bond, this Financing Agreement, the Bond Purchase Agreement and the Indenture, as well as the performance of all other acts and things required under the constitution and laws of the State of Wyoming to make the Bond, the Financing Agreement, the Bond Purchase Agreement and the Indenture valid and binding obligations of the Issuer in accordance with their terms are authorized by the Act and have been duly authorized by a Bond Resolution of the Issuer finally passed and adopted on November 12, 2013, by the affirmative vote of not less than a majority of the Commissioners. (5) The Issuer has not made, done, executed or suffered, and it warrants that it will not make, do, execute or suffer any act or thing whereby its interest in any property now or hereafter included in the Project, shall or may be impaired, charged or encumbered in any manner whatsoever except as expressly permitted by the terms of this Financing Agreement, the Bond Purchase Agreement and the Indenture. (6) To finance the Project, as presently estimated, in anticipation of the collection of the revenues thereofResolution, the Issuer has duly authorized the Bond execution and, delivery of the Issuer Documents and the issuance and sale of the Bonds. The Issuer also has approved the Section entitled the “ISSUER” and the Section entitled “LITIGATION – The Issuer” in the principal amount Limited Offering Memorandum. (g) When duly executed and delivered on behalf of $20,000,000 to be issued upon the terms set forth in Issuer, and assuming the Bond Resolutiondue authorization, under execution and delivery by the provisions other parties thereto, each of which the Issuer has agreed Documents shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, provided that the enforceability of the Issuer Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to assign its interest in this Financing Agreement or limiting creditors’ rights generally and the payments hereunder application of general principles of equity. (h) To the best knowledge of the Issuer, as of this date, there is no action, suit or proceeding at law or in equity, pending or threatened against the Issuer to restrain or enjoin the issuance or sale of the Bonds or in any way contesting the validity or affecting the power of the Issuer with respect to the issuance and its interest sale of the Bonds or the documents or instruments executed by the Issuer in connection therewith or the existence of the Issuer or the power or the right of the Issuer to finance the Project. (i) To assist in financing the Project to Costs, the Trustee as security for Issuer will issue the payment of the principal of and interest on the BondBonds.