Common use of Issuer’s Representations and Warranties Clause in Contracts

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties: (a) The Issuer is a municipal corporation and political subdivision created and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture. (b) The Issuer has the legal right, power and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture and the Loan Agreement, and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (e) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties:warranties as to the Pledged Collateral on which the Indenture Trustee is deemed to have relied in acquiring the Pledged Collateral. Such representations and warranties speak as of the execution and delivery of this Terms Document, but shall survive until the termination of this Terms Document. Such representations and warranties shall not be waived by any of the parties to this Terms Document unless the Rating Agency Condition has been satisfied with respect to such waiver. (a) The Issuer is Indenture creates a municipal corporation valid and political subdivision created and validly existing under continuing security interest (as defined in the laws New York UCC) in the Pledged Collateral in favor of the StateIndenture Trustee, which security interest is prior to all other liens, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, is enforceable as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as against creditors of and purchasers from the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureIssuer. (b) The Issuer has Pledged Collateral constitutes “accounts” within the legal right, power and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each meaning of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsNew York UCC. (c) The Issuer has duly authorized (i) At the issuance, sale and delivery time of each grant of a security interest in the Bonds upon Pledged Collateral to the terms set forth herein and in Indenture Trustee pursuant to the Indenture, (ii) the execution, delivery Issuer owned and due performance of this Bond Purchase Agreement, the Bonds, the Indenture had good and the Loan Agreement, marketable title to such Pledged Collateral free and (iii) the taking clear of any and all such actions as may be required on the part lien, claim or encumbrance of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsany Person. (d) The Bond Ordinance Issuer has been duly adopted by caused, within ten days of the Issuer and is execution of the Indenture, the filing of all appropriate financing statements in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Pledged Collateral granted to the Indenture and Trustee pursuant to the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policyIndenture. (e) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the security interest granted to the Indenture and Trustee pursuant to the Loan Agreement, to its knowledgeIndenture, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the pledged, assigned, sold, granted a security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) aboveinterest in, or otherwise conveyed the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) Pledged Collateral. The Issuer has not been notified authorized the filing of and is not aware of any listing or proposed listing by financing statements against the Internal Revenue Service Issuer that include a description of the Pledged Collateral other than any financing statement relating to the effect security interest granted to the Indenture Trustee pursuant to the Indenture or that the has been terminated. The Issuer is a bond issuer whose arbitrage certifications may not be relied uponaware of any judgment or tax lien filings against the Issuer.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties:warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Indenture Supplement, but shall survive until the termination of this Indenture Supplement. Such representations and warranties shall not be waived by any of the parties to this Indenture Supplement unless the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver. (a) The Issuer is Indenture creates a municipal corporation valid and political subdivision created and validly existing under continuing security interest (as defined in the laws New York UCC) in the Collateral Certificate in favor of the StateIndenture Trustee, which security interest is prior to all other liens, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, is enforceable as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as against creditors of and purchasers from the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureIssuer. (b) The Issuer has Collateral Certificate constitutes either an “account,” a “general intangible,” an “instrument,” or a “certificated security,” each within the legal right, power and authority pursuant to meaning of the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement Delaware UCC and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsNew York UCC. (c) The Issuer has duly authorized (i) At the issuance, sale and delivery time of the Bonds upon transfer and assignment of the terms set forth herein and in Collateral Certificate to the Indenture Trustee pursuant to the Indenture, (ii) the execution, delivery Issuer owned and due performance of this Bond Purchase Agreement, had good and marketable title to the Bonds, the Indenture Collateral Certificate free and the Loan Agreement, and (iii) the taking clear of any and all such actions as may be required on the part lien, claim or encumbrance of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsany Person. (d) The Bond Ordinance Issuer has been duly adopted by caused, within ten days of the Issuer and is execution of the Indenture, the filing of all appropriate financing statements in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Indenture and Trustee pursuant to the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policyIndenture. (e) When duly authenticated by Other than the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled security interest granted to the benefit and security of the Loan Agreement and Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and will be enforceable in accordance with their terms, except is not aware of any financing statements against the Issuer that enforceability may be limited by laws include a description of collateral covering the Collateral Certificate other than any financing statement relating to bankruptcy, reorganization the security interest granted to the Indenture Trustee pursuant to the Indenture or other similar laws affecting any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the rights of creditorsIssuer. (f) To the best knowledge All original executed copies of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, Collateral Certificate have been delivered to the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectTrustee. (g) Other than At the time of the transfer and assignment of the Collateral Certificate to the Indenture and the Loan Agreement, Trustee pursuant to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan AgreementCollateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Bonds, or this Bond Purchase AgreementIndenture Trustee. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties:warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Indenture Supplement, but shall survive until the termination of this Indenture Supplement. Such representations and warranties shall not be waived by any of the parties to this Indenture Supplement unless the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver. (a) The Issuer is Indenture creates a municipal corporation valid and political subdivision created and validly existing under continuing security interest (as defined in the laws New York UCC) in the Collateral Certificate in favor of the StateIndenture Trustee, which security interest is prior to all other liens, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, is enforceable as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as against creditors of and purchasers from the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureIssuer. (b) The Issuer has Collateral Certificate constitutes either an "account," a "general intangible," an "instrument," or a "certificated security," each within the legal right, power and authority pursuant to meaning of the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement Delaware UCC and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsNew York UCC. (c) The Issuer has duly authorized (i) At the issuance, sale and delivery time of the Bonds upon transfer and assignment of the terms set forth herein and in Collateral Certificate to the Indenture Trustee pursuant to the Indenture, (ii) the execution, delivery Issuer owned and due performance of this Bond Purchase Agreement, had good and marketable title to the Bonds, the Indenture Collateral Certificate free and the Loan Agreement, and (iii) the taking clear of any and all such actions as may be required on the part lien, claim or encumbrance of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsany Person. (d) The Bond Ordinance Issuer has been duly adopted by caused, within ten days of the Issuer and is execution of the Indenture, the filing of all appropriate financing statements in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Indenture and Trustee pursuant to the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policyIndenture. (e) When duly authenticated by Other than the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled security interest granted to the benefit and security of the Loan Agreement and Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and will be enforceable in accordance with their terms, except is not aware of any financing statements against the Issuer that enforceability may be limited by laws include a description of collateral covering the Collateral Certificate other than any financing statement relating to bankruptcy, reorganization the security interest granted to the Indenture Trustee pursuant to the Indenture or other similar laws affecting any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the rights of creditorsIssuer. (f) To the best knowledge All original executed copies of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, Collateral Certificate have been delivered to the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectTrustee. (g) Other than At the time of the transfer and assignment of the Collateral Certificate to the Indenture and the Loan Agreement, Trustee pursuant to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan AgreementCollateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.Indenture Trustee. [END OF ARTICLE VI]

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties:warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Terms Document, but shall survive until the termination of this Terms Document. Such representations and warranties shall not be waived by any of the parties to this Terms Document unless the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver. (a) The Issuer is Indenture creates a municipal corporation valid and political subdivision created and validly existing under continuing security interest (as defined in the laws Delaware UCC) in the Collateral Certificate in favor of the StateIndenture Trustee, which security interest is prior to all other liens, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, is enforceable as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as against creditors of and purchasers from the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureIssuer. (b) The Issuer has Collateral Certificate constitutes either an "account," a "general intangible," an "instrument," or a "certificated security," each within the legal right, power and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each meaning of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsDelaware UCC. (c) The Issuer has duly authorized (i) At the issuance, sale and delivery time of the Bonds upon transfer and assignment of the terms set forth herein and in Collateral Certificate to the Indenture Trustee pursuant to the Indenture, (ii) the execution, delivery Issuer owned and due performance of this Bond Purchase Agreement, had good and marketable title to the Bonds, the Indenture Collateral Certificate free and the Loan Agreement, and (iii) the taking clear of any and all such actions as may be required on the part lien, claim or encumbrance of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsany Person. (d) The Bond Ordinance Issuer has been duly adopted by caused, within ten days of the Issuer and is execution of the Indenture, the filing of all appropriate financing statements in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Indenture and Trustee pursuant to the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policyIndenture. (e) When duly authenticated by Other than the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled security interest granted to the benefit and security of the Loan Agreement and Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and will be enforceable in accordance with their terms, except is not aware of any financing statements against the Issuer that enforceability may be limited by laws include a description of collateral covering the Collateral Certificate other than any financing statement relating to bankruptcy, reorganization the security interest granted to the Indenture Trustee pursuant to the Indenture or other similar laws affecting any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the rights of creditorsIssuer. (f) To the best knowledge All original executed copies of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, Collateral Certificate have been delivered to the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectTrustee. (g) Other than At the time of the transfer and assignment of the Collateral Certificate to the Indenture and the Loan Agreement, Trustee pursuant to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan AgreementCollateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.Indenture Trustee. [END OF ARTICLE III]

Issuer’s Representations and Warranties. The As of each Issuance Date, the Issuer makes shall make the following representations and warranties:warranties to the Collateral Agent. Such representations and warranties shall survive until the termination of this Asset Pool One Supplement. Such representations and warranties shall not be waived by any of the parties to this Asset Pool One Supplement unless the Note Rating Agency Condition shall have been satisfied with respect to such waiver. (a) The Issuer is a municipal corporation and political subdivision created and validly existing under At the laws time of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectivelygranting of the security interest in the Collateral, the “Act”Issuer owned and had good marketable title to the Collateral free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes were not then due and payable or if the Issuer was then contesting the validity thereof in good faith by appropriate proceedings and had set aside on its books and records adequate reserves with respect thereto), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds claim or encumbrance of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indentureany Person. (b) The Issuer has This Asset Pool One Supplement creates a valid and continuing security interest (as defined in the legal rightapplicable UCC) in the Collateral in favor of the Collateral Agent, power and authority pursuant which security interest is prior to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided hereinall other Liens, and (iii) to carry out is enforceable as such against creditors of and consummate all other transactions contemplated by each of purchasers from the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsIssuer. (c) The Issuer has duly authorized (i) the issuance, sale and delivery caused or will have caused within ten days of the Bonds upon granting of the terms set forth herein and security interest in any portion of the Collateral, the filing of all appropriate financing statements in the Indenture, (ii) proper filing office in the execution, delivery and due performance of this Bond Purchase Agreement, appropriate jurisdictions under applicable law in order to perfect the Bonds, security interest in the Indenture and Collateral granted to the Loan Agreement, and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsCollateral Agent hereunder. (d) The Bond Ordinance Other than the security interest granted to the Collateral Agent pursuant to this Asset Pool One Supplement or any other security interest that has been duly adopted by terminated, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral; the Issuer has not authorized the filing of and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Indenture and the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations Issuer is not aware of any judgment or tax lien filings against the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (e) When duly authenticated by Each Asset Pool One Collateral Certificate constitutes a "certificated security" within the Trusteemeaning of the applicable UCC; the Issuer has in its possession all original copies of the certificates that constitute such Asset Pool One Collateral Certificate; none of the certificates that constitute or evidence such Asset Pool One Collateral Certificate have any marks or notations indicating that it has been pledged, delivered assigned or otherwise conveyed to any Person other than the Collateral Agent; and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of all financing statements filed or to be filed against the Issuer in conformity with the laws favor of the State, including the Act, will be entitled Collateral Agent in connection herewith describing such Asset Pool One Collateral Certificate contain a statement to the benefit and following effect: "A purchase of or security of the Loan Agreement and the Indenture, and interest in any collateral described in this financing statement will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting violate the rights of creditorsthe Collateral Agent." (f) To Each Asset Pool One Receivable constitutes an "account" within the best knowledge meaning of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.applicable UCC. [END OF ARTICLE II]

Issuer’s Representations and Warranties. The Issuer makes and the following representations Subsidiary Guarantors represent and warrantieswarrant to the Resigning Trustee and the Successor Trustee that: (a) The Issuer It is a municipal corporation and political subdivision created duly organized and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36power, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bondsauthority, and right to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture execute, deliver and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture.perform this Instrument; (b) The Issuer has the legal right, power Indenture was validly and authority pursuant to the Act (i) to adopt the Bond Ordinance lawfully executed and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture and the Loan Agreement, and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted delivered by the Issuer and the Subsidiary Guarantors and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will constitute is their legal, valid and binding obligations obligations, and the Notes were validly issued by the Original Issuers and assumed by the Issuer; (c) The current outstanding aggregate principal amount of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy.Notes is $625,000,000; (ed) When duly authenticated by the TrusteeThere is no action, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization suit or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreementproceeding pending or, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions Issuer or any Subsidiary Guarantor before any court or any governmental authority challenging the powers validity of the Notes or the execution of the Indenture arising out of any act or omission of the Issuer referred to in paragraphor any Subsidiary Guarantor under the Indenture; (ae) aboveThe Issuer and the Subsidiary Guarantors have performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility on its part to be performed or fulfilled under the validity of any proceedings taken Indenture; (f) No covenant or condition contained in the Indenture has been waived by the Issuer in connection with or, to the issuance best of the BondsIssuer’s knowledge, by holders of the percentage in aggregate principal amount of the Notes required to effect any such waiver; (g) All conditions precedent relating to the appointment of the Successor Trustee as Trustee, Custodian, Registrar and Paying Agent under the Indenture have been complied with by the Issuer, and such appointment is permitted by the Indenture; (h) No event has occurred and is continuing which is, or wherein after notice or lapse of time would become, an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, Event of Default under the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement.; (i) Any certificate relating to Except for the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, Cxxxx Park Supplemental Indenture and the PurchaserCxxxx Park New Guarantor Supplemental Indenture, as to the truth of the statements therein contained.Indenture has not been supplemented or amended and remains in full force and effect; and (j) The Issuer This Instrument has not been notified duly authorized, executed and delivered on behalf of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied uponand each Subsidiary Guarantor and constitutes each of their respective legal, valid and binding obligations.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Purchaser: (a) The Issuer is a municipal corporation public body corporate and political subdivision politic created by and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds State of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureGeorgia. (b) The Issuer has the legal right, full power and authority pursuant to under the Act Constitution and laws of the State of Georgia (i) to adopt acquire, construct and install the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan AgreementProject, (ii) to issuefinance the acquisition, sell construction and deliver installation of the Bonds Project by issuing and selling the Bonds, (iii) to lease the Project to the Lessee as provided hereinin the Lease, (iv) to pledge the rents, revenues and receipts derived pursuant to the Lease to the Trustee as provided in the Indenture, (v) to execute, deliver and perform this Bond Purchase Agreement, the Lease and the Indenture in accordance with their respective terms, and (iiivi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale all actions and delivery complied with all provisions of the Bonds upon the terms set forth herein and in the Indenture, (ii) law with respect to the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture Lease and the Loan AgreementIndenture, and (iii) the taking of any and has taken all actions necessary or appropriate to insure that such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will documents constitute legal, valid and legally binding obligations of the Issuer, enforceable Issuer in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (ed) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions terms of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated and issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their termsterms and entitled to the benefits of the Indenture, except to the extent that their enforceability may be limited by laws relating to bankruptcy, reorganization insolvency or other similar laws affecting creditor’s rights, and subject to the rights application of creditorsprinciples of equity, if equitable remedies are sought. (e) Except for Additional Bonds (as defined in the Indenture), the Issuer has not and will not issue or sell any other bonds or obligations, the principal of and/or interest on which shall be payable from the rents, revenues and receipts derived from the Project or pledged or assigned pursuant to the Indenture or which shall be secured by any lien upon any of the properties constituting the Project. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of this Bond Purchase Agreement, the Bonds, the Lease and the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or and the compliance with the provisions thereof, do not and will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation of, or a material breach of or material default under(with or without notice or lapse of time or both) under any constitutional provision, any statute, indenture, mortgage, commitmentdeed of trust, resolution, note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer or any of its assets is presently bound, or under any provision or, to the knowledge of the Indiana Constitution or under Issuer, any existing material laworder, rule, regulation, resolution, charter, judgment, order rule or decree to which regulation of any court or governmental agency or body having jurisdiction over the Issuer is subjector any of its activities and property; and all consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the consummation of the transactions contemplated in this Bond Purchase Agreement have been obtained. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Issuer, which questions nor to the powers best of the knowledge of the Issuer referred to in paragraph (a) aboveis there any basis therefor, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated byby this Bond Purchase Agreement, or which in any way would adversely affect the validity or enforceability ofof the Bonds, the Bond OrdinanceLease, the Indenture, this Bond Purchase Agreement or any agreement or instrument to which the Loan Agreement, Issuer is a party and is used or contemplated for use in the Bonds, or consummation of the transactions contemplated by this Bond Purchase Agreement. (ih) Any certificate relating Neither the Issuer nor anyone acting on its behalf (including the Lessee) has directly or indirectly offered for sale or sold any of the Bonds or any similar security of the Issuer to, or solicited any offer to buy any of the same from, anyone other than the Purchaser. Neither the Issuer nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the Bonds or any other securities under circumstances which would subject this issue and sale of the Bonds to the Bonds signed by provisions of Section 5 of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the PurchaserSecurities Act of 1933, as to the truth of the statements therein containedamended. (ji) The Issuer has not been notified filed any and all reports with any governmental or public agency as may be required by law, including, without limitation, all reports required to be filed with the Georgia Department of any listing or proposed listing by the Internal Revenue Service Community Affairs pursuant to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied uponO.C.G.A. § 36-82-10.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warranties:warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Indenture Supplement, but shall survive until the termination of this Indenture Supplement. Such representations and warranties shall not be waived by any of the parties to this Indenture Supplement unless the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver. (a) The Issuer is Indenture creates a municipal corporation valid and political subdivision created and validly existing under continuing security interest (as defined in the laws New York UCC) in the Collateral Certificate in favor of the StateIndenture Trustee, which security interest is prior to all other liens, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, is enforceable as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as against creditors of and purchasers from the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureIssuer. (b) The Issuer has Collateral Certificate constitutes either an “account,” a “general intangible,” an “instrument,” or a “certificated security,” each within the legal right, power and authority pursuant to meaning of the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement Delaware UCC and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactionsNew York UCC. (c) The Issuer has duly authorized (i) At the issuance, sale and delivery time of the Bonds upon transfer and assignment of the terms set forth herein and in Collateral Certificate to the Indenture Trustee pursuant to the Indenture, (ii) the execution, delivery Issuer owned and due performance of this Bond Purchase Agreement, had good and marketable title to the Bonds, the Indenture Collateral Certificate free and the Loan Agreement, and (iii) the taking clear of any and all such actions as may be required on the part lien, claim or encumbrance of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instrumentsany Person. (d) The Bond Ordinance Issuer has been duly adopted by caused, within ten (10) days of the Issuer and is execution of the Indenture, the filing of all appropriate financing statements in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Indenture and Trustee pursuant to the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policyIndenture. (e) When duly authenticated by Other than the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled security interest granted to the benefit and security of the Loan Agreement and Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and will be enforceable in accordance with their terms, except is not aware of any financing statements against the Issuer that enforceability may be limited by laws include a description of collateral covering the Collateral Certificate other than any financing statement relating to bankruptcy, reorganization the security interest granted to the Indenture Trustee pursuant to the Indenture or other similar laws affecting any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the rights of creditorsIssuer. (f) To the best knowledge All original executed copies of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, Collateral Certificate have been delivered to the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectTrustee. (g) Other than At the time of the transfer and assignment of the Collateral Certificate to the Indenture and the Loan Agreement, Trustee pursuant to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan AgreementCollateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Bonds, or this Bond Purchase AgreementIndenture Trustee. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Lessee and Bondholder: (a) The Issuer is a municipal body corporate and politic, an instrumentality of Hall County and the City of Gainesville, Georgia, and a public corporation and political subdivision created and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds State of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureGeorgia. (b) The Issuer has the legal right, full power and authority pursuant to under the Act Constitution and laws of the State of Georgia (i) to adopt acquire, construct and install the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan AgreementProject, (ii) to finance the acquisition, construction and installation of the Project by issuing and selling the Bonds, (iii) to lease the Project to the Lessee as provided in the Lease, (iv) to pledge the rents, revenues and receipts derived pursuant to the Lease to the Bondholder as provided in the Financing Agreement and the Assignment, (v) to issue, sell execute, deliver and deliver perform its obligations under the Bonds as provided hereinand to execute, deliver and perform its obligations under this Bond Purchase Agreement, the Lease, the Financing Agreement, the Direct Payment Agreement, the Assignment, the PILOT Agreement and the Security Deed in accordance with their respective terms, and (iiivi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) all action and complied with all provisions of law with respect to the issuance, sale execution, delivery and delivery performance of its obligations under the Bonds upon the terms set forth herein and in the IndentureBonds, (ii) the execution, delivery and due performance of its obligations under this Bond Purchase Agreement, the BondsLease, the Indenture Financing Agreement, the Direct Payment Agreement, the Assignment, the PILOT Agreement and the Loan AgreementSecurity Deed, and (iii) the taking of any and has taken all actions necessary or appropriate to insure that such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will documents constitute legal, valid and legally binding obligations of the Issuer, enforceable Issuer in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (ed) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing Bondholder in accordance with the provisions terms of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, executed and issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms. (e) The Issuer has not and will not issue or sell any other bonds or obligations, except that enforceability may the principal of and/or interest on which shall be limited payable from the rents, revenues and receipts derived from the Project or pledged or assigned pursuant to the Financing Agreement or which shall be secured by laws relating to bankruptcy, reorganization or other similar laws affecting any lien upon any of the rights of creditorsproperties constituting the Project. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or Lease, the Loan Financing Agreement, nor the consummation of Direct Payment Agreement, the transactions contemplated therein or Assignment, the PILOT Agreement and the Security Deed and the compliance with the provisions thereof, do not and will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation of, or a material breach of or material default under(with or without notice or lapse of time or both) under any constitutional provision, any statute, indenture, mortgage, commitmentdeed of trust, resolution, note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer or any of its assets is presently bound, or under any provision or, to the knowledge of the Indiana Constitution or under Issuer, any existing material laworder, rule, regulation, resolution, charter, judgment, order rule or decree to which regulation of any court or governmental agency or body having jurisdiction over the Issuer is subjector any of its activities and property; and all consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required to be obtained by the Issuer for the issuance, execution, delivery and performance of its obligations under the Bonds and the Lease, the Financing Agreement, the Security Deed, the Direct Payment Agreement, the Assignment, the PILOT Agreement and this Bond Purchase Agreements and the carrying out and consummation of all of the transactions contemplated thereby have been obtained and are in full force and effect. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Issuer, which questions nor to the powers best of the knowledge of the Issuer referred to in paragraph (a) aboveis there any basis therefor, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding (a) would materially adversely affect the transactions contemplated by, by this Bond Purchase Agreement or (b) which in any way would adversely affect the security for the Bonds or the validity or enforceability ofof the Bonds, the Bond OrdinanceLease, the Indenture, the Loan Financing Agreement, the BondsSecurity Deed, the Direct Payment Agreement, the Assignment, the PILOT Agreement, this Bond Purchase Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Bond Purchase Agreement. (ih) Any certificate relating Neither the Issuer nor anyone acting on its behalf (including the Bondholder) has directly or indirectly offered for sale or sold any of the Bonds or any similar security of the Issuer to, or solicited any offer to buy any of the same from, anyone other than the Bondholder. Neither the Bondholder nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the Bonds or any other securities under circumstances which would subject this issue and sale of the Bonds to the Bonds signed by provisions of Section 5 of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the PurchaserSecurities Act of 1933, as to the truth of the statements therein containedamended. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Purchaser: (a) The Issuer is a municipal corporation public body corporate and political subdivision politic created by and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds State of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureGeorgia. (b) The Issuer has the legal right, full power and authority pursuant to under the Act Constitution and laws of the State of Georgia (i) to adopt acquire, construct and install the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan AgreementProject, (ii) to issuefinance the acquisition, sell construction and deliver installation of the Bonds Project by issuing and selling the Bonds, (iii) to lease the Project to the Lessee as provided hereinin the Lease, (iv) to pledge the rents, revenues and receipts derived pursuant to the Lease to the Trustee as provided in the Indenture, (v) to execute, deliver and perform this Bond Purchase Agreement, the Lease and the Indenture in accordance with their respective terms, and (iiivi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale all actions and delivery complied with all provisions of the Bonds upon the terms set forth herein and in the Indenture, (ii) law with respect to the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture Lease and the Loan AgreementIndenture, and (iii) the taking of any and has taken all actions necessary or appropriate to insure that such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will documents constitute legal, valid and legally binding obligations of the Issuer, enforceable Issuer in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (ed) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions terms of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated and issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their termsterms and entitled to the benefits of the Indenture, except to the extent that their enforceability may be limited by laws relating to bankruptcy, reorganization insolvency or other similar laws affecting creditor's rights, and subject to the rights application of creditorsprinciples of equity, if equitable remedies are sought. (e) Except for Additional Bonds (as defined in the Indenture), the Issuer has not and will not issue or sell any other bonds or obligations, the principal of and/or interest on which shall be payable from the rents, revenues and receipts derived from the Project or pledged or assigned pursuant to the Indenture or which shall be secured by any lien upon any of the properties constituting the Project. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of this Bond Purchase Agreement, the Bonds, the Lease and the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or and the compliance with the provisions thereof, do not and will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation of, or a material breach of or material default under(with or without notice or lapse of time or both) under any constitutional provision, any statute, indenture, mortgage, commitmentdeed of trust, resolution, note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer or any of its assets is presently bound, or under any provision or, to the knowledge of the Indiana Constitution or under Issuer, any existing material laworder, rule, regulation, resolution, charter, judgment, order rule or decree to which regulation of any court or governmental agency or body having jurisdiction over the Issuer is subjector any of its activities and property; and all consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the consummation of the transactions contemplated in this Bond Purchase Agreement have been obtained. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Issuer, which questions nor to the powers best of the knowledge of the Issuer referred to in paragraph (a) aboveis there any basis therefor, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated byby this Bond Purchase Agreement, or which in any way would adversely affect the validity or enforceability ofof the Bonds, the Bond OrdinanceLease, the Indenture, this Bond Purchase Agreement or any agreement or instrument to which the Loan Agreement, Issuer is a party and is used or contemplated for use in the Bonds, or consummation of the transactions contemplated by this Bond Purchase Agreement. (ih) Any certificate relating Neither the Issuer nor anyone acting on its behalf (including the Lessee) has directly or indirectly offered for sale or sold any of the Bonds or any similar security of the Issuer to, or solicited any offer to buy any of the same from, anyone other than the Purchaser. Neither the Issuer nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the Bonds or any other securities under circumstances which would subject this issue and sale of the Bonds to the Bonds signed by provisions of Section 5 of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the PurchaserSecurities Act of 1933, as to the truth of the statements therein containedamended. (ji) The Issuer has not been notified filed any and all reports with any governmental or public agency as may be required by law, including, without limitation, all reports required to be filed with the Georgia Department of any listing or proposed listing by the Internal Revenue Service Community Affairs pursuant to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied uponO.C.G.A. § 36-82-10.

Issuer’s Representations and Warranties. The Issuer makes and the following representations Subsidiary Guarantors represent and warrantieswarrant to the Resigning Trustee and the Successor Trustee that: (a) The Issuer It is a municipal corporation and political subdivision created duly organized and validly existing as a corporation under the laws of the State, State of Nevada and has full power and authority under Indiana Code Title 36power, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bondsauthority, and right to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture execute, deliver and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture.perform this Instrument; (b) The Issuer has the legal right, power Indenture was validly and authority pursuant to the Act (i) to adopt the Bond Ordinance lawfully executed and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture and the Loan Agreement, and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted delivered by the Issuer and the Subsidiary Guarantors and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will constitute is their legal, valid and binding obligations obligation, and the Notes were validly issued by the Issuer; (c) The current outstanding aggregate principal amount of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy.Notes is $700,000,000; (ed) When duly authenticated by the TrusteeThere is no action, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization suit or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreementproceeding pending or, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers Issuer or any Subsidiary Guarantor before any court or any governmental authority arising out of any act or omission of the Issuer referred to in paragraphunder the Indenture; (ae) aboveThe Issuer and the Subsidiary Guarantors have performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility on its part to be performed or fulfilled under the validity of any proceedings taken Indenture; (f) No covenant or condition contained in the Indenture has been waived by the Issuer in connection with or, to the issuance best of the BondsIssuer’s knowledge, by holders of the percentage in aggregate principal amount of the Notes required to effect any such waiver; (g) All conditions precedent relating to the appointment of the Successor Trustee as Trustee, Notes Custodian, Registrar and Paying Agent under the Indenture have been complied with by the Issuer, and such appointment is permitted by the Indenture; (h) No event has occurred and is continuing which is, or wherein after notice or lapse of time would become, an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, Event of Default under the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement.; (i) Any certificate relating to the Bonds signed by the Issuer The Indenture has not been supplemented or amended and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation remains in full force and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained.effect; and (j) The Issuer This Instrument has not been notified duly authorized, executed and delivered on behalf of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied uponand each Subsidiary Guarantor and constitutes each of their respective legal, valid and binding obligations.

Issuer’s Representations and Warranties. The Issuer makes hereby represents and warrants to, and agrees with each of the following representations Company and warrantiesthe Underwriter as follows, all of which shall survive the Closing: (a) The Issuer is a municipal corporation and political subdivision created and validly of the State of Idaho (the “State”) duly existing under the Constitution and laws of the State, and has full power and authority under Indiana Code Title 36including specifically the Idaho Pollution Control Financing Act (Section 31-4501, Article 7et seq., Chapters 11.9 and 12, as supplemented and amended Idaho Code) (collectively, the “Act”), among other thingsand is authorized to execute and deliver this Underwriting Agreement, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreementto perform its obligations under each, and (ii) to secure such issue and sell the Bonds in the manner contemplated by pursuant hereto and to the Indenture. (b) The Issuer has the legal right, power taken all necessary action and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate has complied with all other transactions contemplated by each provisions of the aforesaid documents, Constitution of the State and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating including but not limited to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery making of the Bonds upon findings required by the terms set forth herein and in the IndentureAct, (ii) the execution, delivery and due performance of required to make this Bond Purchase Underwriting Agreement, the BondsAgreement, the Indenture and the Loan Agreement, Bonds the valid obligations they purport to be; and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutesby the parties hereto and thereto, and this Underwriting Agreement, the Indenture and the Loan Agreement, when executed and delivered, Agreement will constitute legal, valid and binding obligations agreements of the Issuer, Issuer and will be enforceable against the Issuer in accordance with their respective terms, except that as enforceability may be limited by laws relating subject to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of equity, debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied and by matters of public policyexcept as any indemnification or contribution provisions thereof may be limited under applicable securities laws. (ec) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing Underwriter in accordance with the provisions terms of this Bond Purchase AgreementUnderwriting Agreement and the Indenture, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with enforceable against the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable Issuer in accordance with their terms, except that as enforceability may be limited by laws relating subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, reorganization insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or other similar laws affecting hereafter enacted to the rights extent that the same may be constitutionally applied, and will be entitled to the benefits of creditorsthe Indenture. (d) The Issuer makes no representation or warranty that interest on the Bonds is or will continue to be exempt from federal or state income taxation. (e) If, after the date of this Underwriting Agreement and until the earlier of (i) 90 days after the Closing Date or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than 25 days after the Closing Date provided, however, that if the Underwriter provides a Certificate on the Closing Date stating that it still holds Bonds for distribution to the public then such foregoing periods shall be extended until 25 days after the “end of the underwriting period” (as such phrase is defined in the Rule), the Issuer becomes aware of any event that would cause the information appearing (i) under the caption “THE ISSUER” or (ii) under the caption “LITIGATION” (solely as it pertains to the Issuer) in the Limited Offering Memorandum to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer agrees to notify the Underwriter (and for purposes of this paragraph to provide the Underwriter with such information as it may from time to time request), and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, at the Company’s expense to supplement or amend the Limited Offering Memorandum in a form and manner approved by the Underwriter, the Issuer and the Company and to furnish at the Company’s expense to the Underwriter a reasonable number of copies of such supplement or amendment. (f) To With respect to information therein under the best knowledge of headings “THE ISSUER” and “LITIGATION,” insofar as the information under such captions relates solely to the Issuer, neither the adoption Preliminary Limited Offering Memorandum is as of the Bond OrdinanceDate Hereof and the Limited Offering Memorandum is as of the Date Hereof and will be as of the Closing true, correct and complete in all material respects and did not, does not and will not omit any material statement which should be included therein for the execution and delivery of this Bond Purchase Agreement, purpose for which the Bonds, the Indenture Preliminary Limited Offering Memorandum or the Loan AgreementLimited Offering Memorandum was or is to be used, nor or which is necessary to make the consummation statements as to such matters contained therein not misleading in light of the transactions contemplated therein circumstances in which they were made. The Issuer has assumed no responsibility for providing or reviewing any information contained in the Preliminary Limited Offering Memorandum or the compliance with Limited Offering Memorandum other than under the provisions thereof, will conflict in any material respect with, or constitute on captions “THE ISSUER” and “LITIGATION” insofar as they relate to the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectIssuer. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, investigation at law or in equity, equity before or by any court, governmental or public board or body, entity pending or threatened against or affecting the Issuer (nor is there any basis therefor) that (i) is likely to have a material adverse effect on the financial condition or solvency of the Issuer; (ii) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any official of the Issuer; (iii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Financing Documents by the Issuer, which questions the powers issuance, execution or delivery of the Issuer referred to in paragraph (a) above, Bonds or the validity of any proceedings taken by the Issuer in connection with the issuance loaning of the Bonds, proceeds of the Bonds to the Company; (iv) affects or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or questions the validity or enforceability of, of the Bond Ordinance, Financing Documents against the Indenture, the Loan Agreement, Issuer or the Bonds; or (v) questions the power or authority of the Issuer to carry out the transactions contemplated by the Financing Documents or the Bonds. The Issuer shall promptly advise the Underwriter of the institution of any such action, suit, proceeding, inquiry or this Bond Purchase Agreementinvestigation. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (jh) The Issuer has not been notified will, but at the expense of any listing the Underwriter, furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or proposed listing by other securities laws and regulations of such states and other jurisdictions of the Internal Revenue Service to United States as the effect Underwriter may designate; provided, however, that the Issuer is a bond issuer whose arbitrage certifications may will not be relied uponrequired to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Underwriter: (a) The Issuer is a municipal corporation and political subdivision created and corporation, duly organized, validly existing under the laws of the StateState of Delaware, and has full legal right, power and authority under Indiana Code Title 36to own the Issuer’s properties and conduct the Issuer’s business. The Issuer has full legal right, Article 7, Chapters 11.9 power and 12, as supplemented authority to execute and amended (collectivelydeliver this Note Purchase Agreement, the “Act”)Indenture, among other thingsthe Notes, (i) the Bank Credit Documents to issue revenue bondswhich it is a party, such as the BondsReimbursement Agreement, the Letter of Representations and the Remarketing Agreement, to authorize the distribution and use of the Offering Circular, and to make take any and all such action as may be required on its part to carry out, give effect to and consummate the proceeds transactions contemplated by this Note Purchase Agreement, the Indenture, the Notes, the Bank Credit Documents to which it is a party, the Remarketing Agreement, the Reimbursement Agreement and the Letter of Representations (all of the Bonds available foregoing are collectively hereinafter referred to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture“Issuer Documents”). (b) The Issuer has the legal rightduly authorized, power executed and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into delivered this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery and due performance of this Bond Note Purchase Agreement, and on the BondsClosing Date will have duly authorized, executed and delivered the Indenture and the Loan Agreementother Issuer Documents, and (iii) the taking of any and has taken or will take all such actions action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by each of the Issuer and is in full force and effectDocuments. This Bond Note Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreementother Issuer Documents, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, creditors or by equitable principles which may affect the exercise availability of judicial discretion in accordance with general principles of equity, and by matters of public policyspecific performance or other equitable remedies. (ec) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, Neither the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan AgreementIssuer Documents, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, the Issuer’s Certificate of Incorporation, By-laws or any statute, material indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it the Issuer is bound, or under any provision order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. All consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for the Issuer’s execution and delivery of, consummation of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which transactions contemplated by and compliance with the provisions the Issuer is subjectDocuments have been obtained. (gd) Other than Except as disclosed to the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledgeUnderwriter, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened or, to the best of the knowledge of the Issuer, threatened, against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings actions taken or contemplated to be taken by the Issuer in connection with Issuer, nor, to the issuance best of the Bondsknowledge of the Issuer, or wherein an unfavorable decisionis there any basis therefor, ruling or finding which would be expected to materially adversely affect the business, financial condition or operations of the Issuer, or the transactions contemplated by, or the validity or enforceability of the Issuer Documents. (e) No event has occurred and no condition exists which, upon issuance of the Notes, would constitute (or with the giving of notice or lapse of time, or both, would constitute) an Event of Default under any of the Issuer Documents. (f) The Issuer is not in violation of any provisions of, or in default under, its Certificate of Incorporation, By-laws, or any statute, material indenture, mortgage, commitment, note or other agreement or instrument to which it is a party or by which it is bound, or any order, rule, regulation or decision of any court or governmental agency or body having jurisdiction over it or any of its activities or properties, which violation would materially and adversely affect its business or financial condition. (g) The Issuer hereby ratifies and authorizes the Bond Ordinancedistribution and use of the Offering Circular. Subject to the proviso that the Offering Circular is a summary and does not contain detailed information about the Issuer or its intended use of proceeds from the sale of the Notes and that the Issuer makes no representation as to the financial condition of the Bank or the information contained in the Offering Circular on the cover page and under the captions “INTRODUCTORY STATEMENT” (except to the extent pertaining to the Issuer, the IndentureProject or the use of Note Proceeds), “THE LETTER OF CREDIT BANK”, “THE CREDIT FACILITY”, “THE REIMBURSEMENT AGREEMENT”, “THE NOTES–Book-Entry Only System”, “LEGAL MATTERS”, “UNDERWRITING OF THE NOTES” and in APPENDIX A–KEYBANK NATIONAL ASSOCIATION”, the Loan AgreementOffering Circular does not and will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Bondscircumstances under which they are made, not misleading; provided, however, that this representation is made solely for the benefit of the parties to this Note Purchase Agreement and their successors and assigns and is not made for and shall not confer any rights, remedies or benefits upon any third parties including any purchasers of the Notes. (h) The Issuer will furnish such information, execute such instruments, and cooperate with the Underwriter as the Underwriter may request in order for the Underwriter to qualify the Notes, or this Bond Purchase Agreementperfect an exemption from registration, for offer and sale of the Notes under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and the Issuer will use its best effort to continue such exemption or qualification in effect so long as required for distribution of the Notes; provided however, that the Issuer shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with such exemption or qualification. (i) Any certificate relating to the Bonds signed by any officer of the Issuer and delivered to the BorrowerIssuer’s Counsel, Xxxxx XxXxxxx LLP (“Bond Counsel”), the Underwriter or the Purchaser Bank at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the BorrowerBond, Bond Xxxxxxxxx & Xxxx, PLLC, as Issuer’s Counsel, the Underwriter, Underwriter’s Counsel (as defined hereinbelow) and the Purchaser, Bank as to the truth of the statements therein contained. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes hereby represents and warrants to, and agrees with each of the following representations Company, the Guarantor and warrantiesthe Underwriter as follows, all of which shall survive the Closing: (a) The Issuer is a municipal not-for-profit corporation and political subdivision created and validly existing under the laws of the State of New York (the “State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended ”) created pursuant to Section 1411 of the Not-For-Profit Corporation Law of the State (collectively, the “Act”), among other thingsand is authorized to execute and deliver this Underwriting Agreement, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreementto perform its obligations under each, and (ii) to secure such issue and sell the Bonds in the manner contemplated by pursuant hereto and to the Indenture. (b) The Issuer has the legal right, power taken all necessary action and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate has complied with all other transactions contemplated by each provisions of the aforesaid documents, Constitution of the State and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating including but not limited to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale and delivery making of the Bonds upon findings required by the terms set forth herein and in the IndentureAct, (ii) the execution, delivery and due performance of required to make this Bond Purchase Underwriting Agreement, the BondsAgreement, the Indenture and the Loan Agreement, Bonds the valid obligations they purport to be; and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutesby the parties hereto and thereto, and this Underwriting Agreement, the Indenture and the Loan Agreement, when executed and delivered, Agreement will constitute legal, valid and binding obligations agreements of the Issuer, Issuer and will be enforceable against the Issuer in accordance with their respective terms, except that as enforceability may be limited by laws relating subject to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of equity, debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied and by matters of public policyexcept as any indemnification or contribution provisions thereof may be limited under applicable securities laws. (ec) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing Underwriter in accordance with the provisions terms of this Bond Purchase AgreementUnderwriting Agreement and the Indenture, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with enforceable against the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable Issuer in accordance with their terms, except that as enforceability may be limited by laws relating subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, reorganization insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or other similar laws affecting hereafter enacted to the rights extent that the same may be constitutionally applied, and will be entitled to the benefits of creditorsthe Indenture. (d) The Issuer makes no representation or warranty that interest on the Bonds is or will continue to be exempt from federal or state income taxation. (e) If, after the date of this Underwriting Agreement and until the earlier of (i) ninety (90) days after the Closing Date or (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the Closing Date provided, however, that if the Underwriter provides a Certificate on the Closing Date stating that it still holds Bonds for distribution to the public then such foregoing periods shall be extended until twenty-five (25) days after the “end of the underwriting period” (as such phrase is defined in the Rule), the Issuer becomes aware of any event that would cause the information appearing (i) under the caption “THE ISSUERS – Niagara Issuer” or (ii) under the caption “LITIGATION” (solely as it pertains to the Issuer) in the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer agrees to notify the Underwriter (and for purposes of this paragraph to provide the Underwriter with such information as it may from time to time request), and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, at the Company’s expense to supplement or amend the Official Statement in a form and manner approved by the Underwriter, the Issuer and the Company and to furnish at the Company’s expense to the Underwriter a reasonable number of copies of such supplement or amendment. (f) To With respect to information therein under the best knowledge of headings “THE ISSUERS – Niagara Issuer” and “LITIGATION,” insofar as the information under such captions relates solely to the Issuer, neither the adoption Preliminary Official Statement was as of October 31, 2012 and is as of the Bond OrdinanceDate Hereof and the Official Statement is as of the Date Hereof and will be as of the Closing true, correct and complete in all material respects and did not, does not and will not omit any material statement which should be included therein for the execution and delivery of this Bond Purchase Agreement, purpose for which the Bonds, the Indenture Preliminary Official Statement or the Loan AgreementOfficial Statement are to be used, nor or which is necessary to make the consummation statements as to such matters contained therein not misleading in light of the transactions contemplated therein circumstances in which they were made. The Issuer has assumed no responsibility for providing or reviewing any information contained in the Preliminary Official Statement or the compliance with Official Statement other than under the provisions thereof, will conflict in any material respect with, or constitute on captions “THE ISSUERS – Niagara Issuer” and “LITIGATION” insofar as they relate to the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subjectIssuer. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, investigation at law or in equity, equity before or by any court, governmental or public board or body, entity pending or threatened against or affecting the Issuer (nor is there any basis therefor) that (i) is likely to have a material adverse effect on the financial condition or solvency of the Issuer; (ii) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any official of the Issuer; (iii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Financing Documents by the Issuer, which questions the powers issuance, execution or delivery of the Issuer referred to in paragraph (a) above, Bonds or the validity of any proceedings taken by the Issuer in connection with the issuance loaning of the Bonds, proceeds of the Bonds to the Company; (iv) affects or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or questions the validity or enforceability of, of the Bond Ordinance, Financing Documents against the Indenture, the Loan Agreement, Issuer or the Bonds; or (v) questions the power or authority of the Issuer to carry out the transactions contemplated by the Financing Documents or the Bonds. The Issuer shall promptly advise the Underwriter of the institution of any such action, suit, proceeding, inquiry or this Bond Purchase Agreementinvestigation. (i) Any certificate relating to the Bonds signed by the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein contained. (jh) The Issuer has not been notified will, but at the expense of any listing the Underwriter, furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or proposed listing by other securities laws and regulations of such states and other jurisdictions of the Internal Revenue Service to United States as the effect Underwriter may designate; provided, however, that the Issuer is a bond issuer whose arbitrage certifications may will not be relied uponrequired to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

Issuer’s Representations and Warranties. 8.1 The Issuer makes hereby represents and warrants to the following representations and warranties: Assignor (a) The Issuer is a municipal corporation and political subdivision created and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreementprovisions of this Clause shall continue to apply notwithstanding Completion) that the Issuer’s Warranties are true, payable from complete and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture. (b) The Issuer has the legal right, power and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied accurate in all material respects with applicable lawas at the date of this Agreement and will continue to be so up to, including and shall be deemed repeated at, the Acttime of Completion. The Issuer acknowledges that the Assignor, in matters entering into this Agreement, is relying on the Issuer’s Warranties, and that the Issuer’s Warranties have been given with the intention of inducing the Assignor to enter into this Agreement. 8.2 The Issuer’s Warranties shall be separate and independent to the intent that the Assignor shall have a separate claim and right of action in respect of any breach thereof and save as expressly provided herein shall not be limited by reference to anything else in this Agreement. 8.3 The Issuer shall not do, allow or procure any act or permit any omission before Completion which would constitute a material breach of any of the Issuer’s Warranties if they were given at the time of such act or omission or which would make any of the Issuer’s Warranties inaccurate or misleading if they were so given. The Issuer undertakes to disclose to the Assignor in writing any matter occurring prior to Completion which constitutes a breach of or is inconsistent with any of the Issuer’s Warranties or which may render any of the Issuer’s Warranties inaccurate or misleading (or which would constitute a breach of or be inconsistent with any of the Issuer’s Warranties, or renders any of them inaccurate or misleading in any respect, if the Issuer’s Warranties were given at the time of such occurrence) immediately upon becoming aware of the same. 8.4 The Issuer shall not be liable under the Issuer’s Warranties: (i) as a result of any legislation not in force at the date of this Agreement or any change of law after the date hereof which takes effect retroactively as from a date prior to the date of this Agreement; or (ii) in respect of any action done or undertaken by the Assignor after Completion provided that the said action is not taken as a result of or relating to such transactionsany breach of this Agreement by the Issuer; or (iii) in respect of any claim for breach of Issuer’s Warranties which would not have arisen but for an act, omission, transaction or circumstance occurring or arising after Completion at the direction or with the consent of the Assignor; or (iv) if a claim lies under both the Issuer’s Warranties and the Convertible Loan Notes in respect of the same matter, to the extent that the claim under the Convertible Loan Notes has been satisfied. (c) 8.5 The liability of the Issuer has duly authorized in respect of any claims for breach of this Agreement shall be limited as follows: (i) the issuance, sale and delivery aggregate maximum liability of the Bonds upon Issuer in respect of all breaches under this Agreement (including, for the terms set forth herein and in avoidance of doubt, the Indenture, Issuer’s Warranties) shall not exceed the amount of the Subscription Price; (ii) the execution, delivery and due performance Issuer shall not be liable for any breach of this Bond Purchase AgreementAgreement (including, for the avoidance of doubt, the BondsIssuer’s Warranties) unless, prior to the date falling 18 months after the Completion Date, the Indenture and Assignor shall have given written notice to the Loan Agreement, and (iii) the taking Issuer of any and all claim, such actions as may be required on the part of the Issuer notice to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (e) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance comply with the provisions of paragraph (iv) below; (iii) no claim for breach of this Bond Purchase AgreementAgreement (including, for the avoidance of doubt, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of Issuer’s Warranties) shall be made against the Issuer in conformity with unless the laws aggregate amount of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to all claims for which the Issuer is would otherwise be liable (subject always to the provisions of this Clause 8.5) under this Agreement (including, for the avoidance of doubt, the Issuer’s Warranties) exceeds HK$500,000 (and if the aggregate liability in respect of all such claims exceeds that figure, then all claims, including claims previously notified, shall accrue against and be recoverable from the Issuer); and (iv) any notice of a party or claim for any breach of this Agreement (including, for the avoidance of doubt, the Issuer’s Warranties) given by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree Assignor to which the Issuer is subject. shall specify (gin reasonable detail) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind matters which would give rise to any lien or encumbrance on the security pledged thereunderbreach, the nature of the breach and an estimate of the amount claimed in respect thereof. (h) To the best of the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the 8.6 The Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement. (i) Any certificate relating hereby undertakes to the Bonds signed Assignee to comply with its obligations under sub-Clause 6.9, unless otherwise prevented to do so by the Issuer applicable laws and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, as to the truth of the statements therein containedregulations. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The By the Issuer's acceptance hereof the Issuer makes hereby represents and warrants to, and agrees with, the following representations Purchaser that as of the date hereof and warrantiesat the Closing Time: (a) The Issuer is a municipal corporation and political subdivision created and validly existing unified school district duly organized under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended State of Kansas (collectively, the “ActState”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture. (b) The Issuer has complied with all provisions of the legal right, Constitution and laws of the State and has full power and authority pursuant to the Act (i) to adopt consummate all transactions contemplated by the Bond Ordinance Resolution and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters agreements relating to such transactionsthereto. (c) The Issuer has duly authorized by all necessary action to be taken by the Issuer: (i1) the issuance, sale adoption and delivery performance of the Bonds upon the terms set forth herein and in the Indenture, Bond Resolution; (ii2) the execution, delivery and due performance of this Bond Purchase Agreement, ; (3) the Bonds, execution and performance of the Indenture Escrow Trust Agreement between the Issuer and the Loan Agreement, and Escrow Agent; (iii4) the taking approval of the Official Statement; (5) the execution and performance of any and all such actions other agreements and documents as may be required on the part of to be executed, delivered and performed by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by the Bond Resolution and this Bond Purchase Agreement; and (6) the carrying out, giving effect to and consummation of the transactions contemplated by the Bond Resolution and this Bond Purchase Agreement. Executed counterparts of the Bond Resolution and all such instrumentsother agreements and documents specified herein will be made available to the Purchaser by the Issuer at the Closing Time. (d) The Bond Ordinance has been duly adopted by Resolution, the Issuer Escrow Trust Agreement and is in full force and effect. This this Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivereddelivered by the Issuer, will constitute be the legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (e) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except to the extent that enforceability enforcement thereof may be limited by laws relating to any applicable bankruptcy, reorganization reorganization, insolvency, moratorium or other similar law or laws affecting the rights enforcement of creditors' rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the Issuer, and when issued, delivered and paid for as provided for herein and in the Bond Resolution, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding general obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Bond Resolution (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies). The Bonds are general obligations of the Issuer, payable as to both principal and interest, if necessary, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of the Bond Resolution, this Bond Purchase Agreement, the Bonds, the Indenture or Escrow Trust Agreement and the Loan AgreementOfficial Statement, nor the consummation of the transactions contemplated therein or the and compliance with the provisions thereof, will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation or breach of, or a material breach of or material default under, any statuteexisting law, regulation, court or administrative decree or order, or any agreement, resolution, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) The Issuer is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under its organizational documents or any indenture, mortgage, commitmentdeed of trust, note loan agreement, bonds or other agreement or instrument to which the Issuer is a party or by which it is or may be bound, or under any provision except for violations and defaults which individually and in the aggregate are not material to the Issuer and will not be material to the beneficial owners of the Indiana Constitution Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreement, to its knowledgeBond Resolution, the Issuer has not entered into any contract Escrow Trust Agreement or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunderBonds. (h) To The Preliminary Official Statement did not, and the best Official Statement and in any amendment or supplement thereto, will not, as of the Closing Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that, the Issuer makes no statement as to the Excluded Sections (as defined in Section 6(b)(3) hereof). (i) The financial statements of the Issuer attached to the Official Statement as Appendix B thereto, except as noted therein, present fairly and accurately the financial condition of the Issuer as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in the method stated therein consistently applied in all material respects for the periods involved. (j) The Issuer has not, since the date of such financial statements, incurred any material liabilities and there has been no material adverse change in the condition of the Issuer’s knowledge, there financial or otherwise, other than as set forth in the Official Statement. (k) There is no action, suit, proceeding, inquiry or investigation, investigation at law or in equity, equity or before or by any court, public board or bodybody pending or, pending or threatened against to the knowledge of the Issuer, which questions the powers of threatened against or affecting the Issuer referred (or, to in paragraph (aits knowledge, any basis therefor) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, hereby or by the Bond Resolution or the validity or enforceability ofof the Bonds, the Bond OrdinanceResolution, the Indenture, the Loan Escrow Trust Agreement, the Bonds, or this Bond Purchase AgreementAgreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Bond Resolution. (il) The Bond Resolution authorizes and directs the Issuer to execute the Continuing Disclosure Instructions attached to the Issuer's closing certificate (the “Disclosure Undertaking”) in which the Issuer covenants to provide and disseminate certain financial information, operating data and event notices in the manner and to the extent required by the Rule. The specific nature of the undertaking to comply with such rule shall be contained in the Disclosure Undertaking, a summary of which is attached to the Preliminary Official Statement and Official Statement. Except to the extent disclosed in the Official Statement, at no time in the last five years has the Issuer failed to comply in any material respect with any of the informational reporting undertakings contained in any previous continuing disclosure undertakings made by the Issuer pursuant to the Rule. Any certificate relating to the Bonds signed by any of the authorized officials of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before in connection with the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, Purchaser as to the truth of the statements therein containedmade therein. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Purchaser: (a) The Issuer is a municipal corporation public body corporate and political subdivision politic, created by and validly existing under the Constitution and laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds State of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureGeorgia. (b) The Issuer has the legal right, full power and authority pursuant to under the Act Constitution and laws of the State of Georgia (i) to adopt acquire the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan AgreementProject, (ii) to issuefinance the acquisition, sell construction, assembly and deliver installation of the Bonds Project by issuing and selling the Bonds, (iii) to lease the Project to the Lessee as provided hereinin the Lease, (iv) to pledge or grant a security interest in the rents, revenues and receipts derived pursuant to the Lease to the Trustee as provided in the Indenture, (v) to execute, deliver and perform this Bond Purchase Agreement, the Lease and the Indenture in accordance with their respective terms, and (iiivi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale all action and delivery complied with all provisions of the Bonds upon the terms set forth herein and in the Indenture, (ii) law with respect to the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture Lease and the Loan AgreementIndenture, and (iii) the taking of any and has taken all actions necessary or appropriate to insure that such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will documents constitute legal, valid and legally binding obligations of the Issuer, enforceable Issuer in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (ed) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions terms of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated and issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their termsterms and entitled to the benefits of the Indenture. (e) Except for Additional Bonds (as defined in the Indenture), except that enforceability may the Issuer has not and will not issue or sell any other bonds or obligations, the principal of and/or interest on which shall be limited payable from the rents, revenues and receipts derived from the Project or pledged or assigned pursuant to the Indenture or which shall be secured by laws relating to bankruptcy, reorganization or other similar laws affecting any lien upon any of the rights of creditorsproperties constituting the Project. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of this Bond Purchase Agreement, the Bonds, the Lease and the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or and the compliance with the provisions thereof, do not and will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation of, or a material breach of or material default under(with or without notice or lapse of time or both) under any constitutional provision, any statute, indenture, mortgage, commitmentdeed of trust, resolution, note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer or any of its assets is presently bound, or under any provision or, to the knowledge of the Indiana Constitution or under Issuer, any existing material laworder, rule, regulation, resolution, charter, judgment, order rule or decree to which regulation of any court or governmental agency or body having jurisdiction over the Issuer is subjector any of its activities and property; and all consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the consummation of the transactions contemplated in this Bond Purchase Agreement have been obtained. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Issuer, which questions nor to the powers best of the knowledge of the Issuer referred to in paragraph (a) aboveis there any basis therefor, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated byby this Bond Purchase Agreement, or which in any way would adversely affect the validity or enforceability ofof the Bonds, the Bond OrdinanceLease, the Indenture, this Bond Purchase Agreement or any agreement or instrument to which the Loan Agreement, Issuer is a party and which is used or contemplated for use in the Bonds, or consummation of the transactions contemplated by this Bond Purchase Agreement. (ih) Any certificate relating Neither the Issuer nor anyone acting on its behalf (including the Lessee) has directly or indirectly offered for sale or sold any of the Bonds or any similar security of the Issuer to, or solicited any offer to buy any of the same from, anyone other than the Purchaser. Neither the Issuer nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the Bonds or any other securities under circumstances which would subject this issue and sale of the Bonds to the Bonds signed by provisions of Section 5 of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the PurchaserSecurities Act of 1933, as to the truth of the statements therein containedamended. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The By the Issuer’s acceptance hereof the Issuer makes hereby represents and warrants to, and agrees with, the following representations Purchaser that as of the date hereof and warrantiesat the Closing Time: (a) The Issuer is a municipal corporation and political subdivision created and validly existing duly organized under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended State of Kansas (collectively, the “ActState”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture. (b) The Issuer has complied with all provisions of the legal right, Constitution and laws of the State and has full power and authority pursuant to the Act (i) to adopt consummate all transactions contemplated by the Bond Ordinance Resolution and enter into this Bond Purchase Agreement and the Loan Agreement, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters agreements relating to such transactionsthereto. (c) The Issuer has duly authorized by all necessary action to be taken by the Issuer: (i1) the issuance, sale adoption and delivery performance of the Bonds upon the terms set forth herein and in the Indenture, Bond Resolution; (ii2) the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture and the Loan Agreement, and ; (iii3) the taking approval of the Official Statement; (4) the execution and performance of any and all such actions other agreements and documents as may be required on the part of to be executed, delivered and performed by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by the Bond Resolution and this Bond Purchase Agreement; and (5) the carrying out, giving effect to and consummation of the transactions contemplated by the Bond Resolution and this Bond Purchase Agreement. Executed counterparts of the Bond Resolution and all such instrumentsother agreements and documents specified herein will be made available to the Purchaser by the Issuer at the Closing Time. (d) The Bond Ordinance has been duly adopted by the Issuer Resolution and is in full force and effect. This this Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivereddelivered by the Issuer, will constitute be the legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (e) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their terms, except to the extent that enforceability enforcement thereof may be limited by laws relating to any applicable bankruptcy, reorganization reorganization, insolvency, moratorium or other similar law or laws affecting the rights enforcement of creditors’ rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the Issuer, and when issued, delivered and paid for as provided for herein and in the Bond Resolution, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding general obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Bond Resolution (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors’ rights generally or against entities such as the Issuer and further subject to the availability of equitable remedies). The Bonds are general obligations of the Issuer, payable as to both principal and interest, if necessary, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of the Bond Resolution, this Bond Purchase Agreement, the Official Statement and the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the and compliance with the provisions thereof, will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation or breach of, or a material breach of or material default under, any statuteexisting law, regulation, court or administrative decree or order, or any agreement, ordinance, resolution, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) The Issuer is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under its organizational documents or any indenture, mortgage, commitmentdeed of trust, note loan agreement, bonds or other agreement or instrument to which the Issuer is a party or by which it is or may be bound, or under any provision except for violations and defaults which individually and in the aggregate are not material to the Issuer and will not be material to the beneficial owners of the Indiana Constitution Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under any existing material law, rule, regulation, resolution, charter, judgment, order the Bond Resolution or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunderBonds. (h) To The Preliminary Official Statement did not, and the best Official Statement and in any amendment or supplement thereto, will not, as of the Closing Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that, the Issuer makes no statement as to the Excluded Sections (as defined in Section 6(b)(2) hereof). (i) The financial statements of the Issuer attached to the Official Statement as Appendix IV thereto, except as noted therein, present fairly and accurately the financial condition of the Issuer as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in the method stated therein consistently applied in all material respects for the periods involved. (j) The Issuer has not, since the date of such financial statements, incurred any material liabilities and there has been no material adverse change in the condition of the Issuer’s knowledge, there financial or otherwise, other than as set forth in the Official Statement. (k) There is no action, suit, proceeding, inquiry or investigation, investigation at law or in equity, equity or before or by any court, public board or bodybody pending or, pending or threatened against to the knowledge of the Issuer, which questions the powers of threatened against or affecting the Issuer referred (or, to in paragraph (aits knowledge, any basis therefor) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, hereby or by the Bond Resolution or the validity or enforceability ofof the Bonds, the Bond OrdinanceResolution, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase Agreement. (i) Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Bond Resolution. Any certificate relating to the Bonds signed by any of the authorized officials of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before in connection with the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the Purchaser, Purchaser as to the truth of the statements therein containedmade therein. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. 1. The Issuer makes represents and warrants to the Underwriters the following representations and warrantiesas of the execution date of this Agreement: (a1) The Issuer has carried out all procedures required for the U.S. Registration Statement to become effective on September [TBD], 2017 (Eastern Standard Time) under the U.S. Securities Act. No order for suspension of the effectiveness of the U.S. Registration Statement under the U.S. Securities Act has been issued, and there is no fact that any procedures for such order have been commenced by, or are pending at, the SEC, and to the knowledge of the Issuer, there is no risk of the commencement of such procedures; (2) The Issuer has carried out all procedures required for the Securities Registration Statement to become effective on September [20], 2017 under the Financial Instruments and Exchange Act. No order for suspension of the effectiveness of the Securities Registration Statement under the Financial Instruments and Exchange Act has been issued, and there is no fact that any procedures for such order have been commenced by, or are pending at, the Kanto Local Finance Bureau, and to the knowledge of the Issuer, there is no risk of the commencement of such procedures; (3) The U.S. Registration Statement and the U.S. Prospectus have been prepared in accordance with the U.S. Securities Act and the SEC Rules, do not include any false statement with respect to material matters, and do not omit to state any material matters that should be stated or any facts necessary in order to make the statements therein not misleading; (4) The Securities Registration Statement and the Japanese Prospectus have been prepared in accordance with the Financial Instruments and Exchange Act and relevant laws, ordinances, and regulations, do not include any false statement with respect to material matters, and do not omit to state any material matters that should be stated or any facts necessary in order to make the statements therein not misleading; all matters that might particularly have a municipal corporation material impact on any investor decisions concerning the level of risk involved in investing in the Offered Beneficiary Certificates are contained under the captions “Risk Factors relating to Business, Etc.” and political subdivision created “Special Notes Regarding Offering or Secondary Offering” in the Securities Registration Statement and the Japanese Prospectus; (5) The annual financial statements and notes thereto contained in the Securities Registration Statement and the Japanese Prospectus (collectively, the “Disclosure Documents”) (i) fairly present the financial conditions of the Issuer and its consolidated subsidiaries at the time of the statements being made therein, and (ii) fairly represent the business results, shareholders’ equity, and cash flow of the Issuer and its consolidated subsidiaries for all of the periods indicated therein, and the statements in (i) and (ii) above are prepared in accordance with the U.S. GAAP; (6) Except as disclosed in the Disclosure Documents, since the last day of the fiscal period for the latest audited financial statements disclosed in the Disclosure Documents, (i) there has not been any material adverse change or any development involving a prospective material adverse change in the Issuer or on the financial conditions, results of operations, or cash flow of the Issuer or any of its subsidiaries, taken as a whole, or (ii) any change that might lead to any of such circumstances has occurred; (7) None of the materials set forth in Article 13, Paragraph 5 of the Financial Instruments and Exchange Act (the “Materials Other Than Prospectuses”) prepared or used by the Issuer for the Offerings, Etc. contains any untrue or misleading indication of a material matter or omits to indicate any facts necessary in order to make the indications therein not misleading in the Materials Other Than Prospectuses; (8) The Issuer and its subsidiaries are duly incorporated and validly existing under the laws of the Statejurisdiction where they are incorporated, and has have the full power and authority necessary to hold, lease, or manage assets and operate business or to execute the Relevant Agreements and perform obligations under Indiana Code Title 36the Relevant Agreements; the Issuer and its subsidiaries satisfy all the requirements under all permits, Article 7licenses, Chapters 11.9 authorizations, approvals, qualifications, and 12other applicable laws and ordinances (not limited to Japanese laws and ordinances; the same applies hereinafter) necessary to conduct business in the jurisdiction where they do so, as supplemented and amended the Issuer is in good standing under the laws of the State of Delaware; (collectively9) The execution of the Relevant Agreements, the “Act”)performance of the Issuer’s obligations under those agreements, among other thingsthe issuance of the Shares and the Offered Beneficiary Certificates, and the Offerings, Etc. by the Issuer have been duly approved in accordance with necessary internal procedures of the Issuer (including resolution of the board of directors for the issuance of the Shares and the Offered Beneficiary Certificates and for the Offerings, Etc. as set out in the first paragraph of this Agreement) and do not conflict with (i) to issue revenue bonds, such as the Bonds, and to make the proceeds of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the Indenture. (b) The Issuer has the legal right, power and authority pursuant to the Act (i) to adopt the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan Agreementapplicable laws or ordinances, (ii) to issuejudgments, sell and deliver the Bonds as provided hereinorders, and (iii) to carry out and consummate all other transactions contemplated by each directives of the aforesaid documents, and governmental authorities or courts that have jurisdiction over the Issuer has complied in all material respects with applicable lawor its assets, including the Actproperties, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuanceor business, sale and delivery of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture and the Loan Agreement, and (iii) the taking Issuer’s certificate of incorporation, bylaws, corporate governance guidelines, or any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will constitute legal, valid and binding obligations other internal regulations of the Issuer, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (eiv) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of any agreement the Issuer has already executed other than this Bond Purchase Agreement; the Relevant Agreements constitute enforceable, the Bonds will have been duly authorizedvalid, executed, issued and delivered and will constitute legal, valid and legally binding special limited obligations of the Issuer in conformity accordance therewith; (10) The authorized capital and issued shares of the Issuer are as described under the caption “Status of the Company, Status of Shares, Etc.” in the Securities Registration Statement and the Japanese Prospectus, and, except as described therein, no securities convertible into or exchangeable for the Issuer’s shares or warrants, rights or options to purchase such securities from the Issuer have been issued, and the Issuer is not obligated to issue such securities; (11) The Issuer is authorized to issue the Shares indicated in the Disclosure Documents, and if the Shares are issued in exchange for the payment of the consideration set out in this Agreement pursuant to this Agreement, the Shares are duly issued and fully paid and are not subject to an obligation of additional payment; the shares of common stock of the Issuer are consistent with the laws statements of the Stateshares of common stock of the Issuer indicated in the Disclosure Documents in all material respects; there are no issued shares of the Issuer that are issued in breach of the preemption rights or other similar rights held by the holders of other securities of the Issuer; (12) Except as provided for in this Agreement, the Shares are not subject to rights or claims to receive allotment of any shares (including, but not limited to, purchase rights), and if the entire amount of the payment of the Shares are paid pursuant to this Agreement, the Shares are duly and validly issued on the Payment Date without any encumbrances or restrictions such as liens, pledges, or other security interests and have the same rights and interests (excluding those relating to the rights whose record dates are prior to the Payment Date) as those of the issued shares of common stock of the Issuer (excluding shares of common stock of the Issuer held by the Issuer) in all respects; there are no restrictions on the rights of shareholders or transfer of the shares of common stock of the Issuer and the Offered Beneficiary Certificates under laws or ordinances or under the Issuer’s certificate of incorporation, bylaws, regulations of the board of directors or any other internal regulations of the Issuer; (13) Except as disclosed in the Disclosure Documents, neither the Issuer nor any of its subsidiaries are a party to, and none of the property or assets of the Issuer or any of its subsidiaries are the subject of, litigation or any other judicial or administrative proceeding that is pending or in progress and that would have a material impact on the issuance of the Shares and the Offered Beneficiary Certificates and on the Offerings, Etc., and to the knowledge of the Issuer after reasonable investigation, no fact exists that any such judicial or administrative proceedings are being prepared or considered; (14) The Issuer has carried out all procedures required to be conducted by the Issuer under laws and ordinances (not limited to Japanese laws and ordinances), including the Act, will be entitled to obtaining of permits and approvals and the benefit and security advance filing (including the filing of the Loan U.S. Registration Statement, the Securities Registration Statement and amendments thereto), that are to be completed before the execution date of this Agreement and in connection with the Indenture, and will be enforceable in accordance with their terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors. (f) To the best knowledge execution of the Issuer, neither the adoption of the Bond OrdinanceRelevant Agreements, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict in any material respect with, or constitute on the part of the Issuer a material violation of, or a material breach of or material default under, any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, or under any provision of the Indiana Constitution or under any existing material law, rule, regulation, resolution, charter, judgment, order or decree to which the Issuer is subject. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best performance of the Issuer’s knowledgeobligations thereunder, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer, which questions the powers of the Issuer referred to in paragraph (a) above, or the validity of any proceedings taken by the Issuer in connection with the issuance of the BondsShares and the Offered Beneficiary Certificates, or wherein an unfavorable decisionand the Offerings, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, the Bond Ordinance, the Indenture, the Loan Agreement, the Bonds, or this Bond Purchase AgreementEtc.; and (i15) Any certificate To the knowledge of the Issuer after reasonable investigation, there are no facts or circumstances not publicly announced that, if made public, might have a material impact on the completion of the issuance of the Shares and the Offered Beneficiary Certificates and the completion of the Offerings, Etc. or on the stock price of the Issuer after it is listed (including, but not limited to, material facts prescribed in Article 166, Paragraph 2 of the Financial Instruments and Exchange Act and facts relating to the Bonds signed execution or cancellation of a tender offer, etc. prescribed in Article 167, Paragraph 2 of the Financial Instruments and Exchange Act, and excluding the facts or circumstances described in the Disclosure Documents), and no causes for such facts or circumstances. 2. If any representation or warranty set out in the preceding paragraph or the certificate set out in Article 10, Item (3) is false, the Issuer shall indemnify the Underwriters for damage, expenses, and other losses incurred by the Underwriters (including the Manager as a trustee under the Trust Agreement regarding the Beneficiary Certificates; the same applies in Article 12) as a result of their reliance on that false representation or warranty, 3. If any change of circumstances that might have a material impact on any representation or warranty set out in Paragraph 1 of this Article occurs, the Issuer shall immediately notify the Manager of that change and delivered shall take measures reasonably requested by the Manager to cure those circumstances. The Issuer shall, at the request of the Manager, refund to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or Manager the Purchaser at or before the Closing Date shall be deemed a representation and warranty expenses borne by the Issuer to the Borrower, Bond Counsel, Manager as a result of such measures. 4. The Issuer’s obligations in Paragraph 2 and the Purchaser, as to second sentence of Paragraph 3 of this Article under the truth representations and warranties in Paragraph 1 of this Article will survive and remain in effect even after the completion of the statements therein containedOfferings, Etc. and after the cancellation of this Agreement. (j) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations and Warranties. The Issuer makes the following representations and warrantieswarranties to the Purchaser: (a) The Issuer is a municipal corporation public body corporate and political subdivision politic created by and validly existing under the laws of the State, and has full power and authority under Indiana Code Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the “Act”), among other things, (i) to issue revenue bonds, such as the Bonds, and to make the proceeds State of the Bonds available to persons such as the Borrower for the purposes described in the Indenture and the Loan Agreement, payable from and secured by the Tax Increment Revenues and the Loan Agreement, and (ii) to secure such Bonds in the manner contemplated by the IndentureGeorgia. (b) The Issuer has the legal right, full power and authority pursuant to under the Act Constitution and laws of the State of Georgia (i) to adopt acquire, construct and install the Bond Ordinance and enter into this Bond Purchase Agreement and the Loan AgreementProject, (ii) to issuefinance the acquisition, sell construction and deliver installation of the Bonds Project by issuing and selling the Bonds, (iii) to lease the Project to the Lessee as provided hereinin the Lease, (iv) to pledge the rents, revenues and receipts derived pursuant to the Lease to the Trustee as provided in the Indenture, (v) to execute, deliver and perform this Bond Purchase Agreement, the Lease and the Indenture in accordance with their respective terms, and (iiivi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied in all material respects with applicable law, including the Act, in matters relating to such transactions. (c) The Issuer has duly authorized (i) the issuance, sale all actions and delivery complied with all provisions of the Bonds upon the terms set forth herein and in the Indenture, (ii) law with respect to the execution, delivery and due performance of this Bond Purchase Agreement, the Bonds, the Indenture Lease and the Loan AgreementIndenture, and (iii) the taking of any and has taken all actions necessary or appropriate to insure that such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) The Bond Ordinance has been duly adopted by the Issuer and is in full force and effect. This Bond Purchase Agreement when executed and delivered constitutes, and the Indenture and the Loan Agreement, when executed and delivered, will documents constitute legal, valid and legally binding obligations of the Issuer, enforceable Issuer in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy. (ed) When duly authenticated by the Trustee, delivered to and paid for by the Purchaser at the Closing in accordance with the provisions terms of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated and issued and delivered and will constitute legal, valid and binding special limited obligations of the Issuer in conformity with the laws of the State, including the Act, will be entitled to the benefit and security of the Loan Agreement and the Indenture, and will be enforceable in accordance with their termsterms and entitled to the benefits of the Indenture, except to the extent that their enforceability may be limited by laws relating to bankruptcy, reorganization insolvency or other similar laws affecting creditor's rights, and subject to the rights application of creditorsprinciples of equity, if equitable remedies are sought. (e) Except for Additional Bonds (as defined in the Indenture), the Issuer has not and will not issue or sell any other bonds or obligations, the principal of and/or interest on which shall be payable from the rents, revenues and receipts derived from the Project or pledged or assigned pursuant to the Indenture or which shall be secured by any lien upon any of the properties constituting the Project. (f) To the best knowledge of the Issuer, neither the adoption of the Bond Ordinance, the The execution and delivery of this Bond Purchase Agreement, the Bonds, the Lease and the Indenture or the Loan Agreement, nor the consummation of the transactions contemplated therein or and the compliance with the provisions thereof, do not and will not conflict in any material respect with, with or constitute on the part of the Issuer a material violation of, or a material breach of or material default under(with or without notice or lapse of time or both) under any constitutional provision, any statute, indenture, mortgage, commitmentdeed of trust, resolution, note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer or any of its assets is presently bound, or under any provision or, to the knowledge of the Indiana Constitution or under Issuer, any existing material laworder, rule, regulation, resolution, charter, judgment, order rule or decree to which regulation of any court or governmental agency or body having jurisdiction over the Issuer is subjector any of its activities and property; and all consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the consummation of the transactions contemplated in this Bond Purchase Agreement have been obtained. (g) Other than the Indenture and the Loan Agreement, to its knowledge, the Issuer has not entered into any contract or arrangement of any kind which would give rise to any lien or encumbrance on the security pledged thereunder. (h) To the best of the Issuer’s knowledge, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Issuer, which questions nor to the powers best of the knowledge of the Issuer referred to in paragraph (a) aboveis there any basis therefor, or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated byby this Bond Purchase Agreement, or which in any way would adversely affect the validity or enforceability ofof the Bonds, the Bond OrdinanceLease, the Indenture, this Bond Purchase Agreement or any agreement or instrument to which the Loan Agreement, Issuer is a party and is used or contemplated for use in the Bonds, or consummation of the transactions contemplated by this Bond Purchase Agreement. (ih) Any certificate relating Neither the Issuer nor anyone acting on its behalf (including the Lessee) has directly or indirectly offered for sale or sold any of the Bonds or any similar security of the Issuer to, or solicited any offer to buy any of the same from, anyone other than the Purchaser. Neither the Issuer nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the Bonds or any other securities under circumstances which would subject this issue and sale of the Bonds to the Bonds signed by provisions of Section 5 of the Issuer and delivered to the Borrower, Xxxxx XxXxxxx LLP (“Bond Counsel”), or the Purchaser at or before the Closing Date shall be deemed a representation and warranty by the Issuer to the Borrower, Bond Counsel, and the PurchaserSecurities Act of 1933, as to the truth of the statements therein containedamended. (ji) The Issuer has not been notified filed any and all reports with any governmental or public agency as may be required by law, including, without limitation, all reports required to be filed with the Georgia Department of any listing or proposed listing by the Internal Revenue Service Community Affairs pursuant to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied uponO.C.G.A. Section 36-82-10.