Common use of Corporation Representations, Warranties and Covenants Clause in Contracts

Corporation Representations, Warranties and Covenants. The Corporation makes the following representations, warranties and covenants: (a) The Corporation is a duly organized and existing nonprofit corporation created under the laws of the State, has the requisite power to carry on its present and proposed activities, and has full power, right and authority to enter into this Facilities Agreement, the Trust Agreement and the Base Lease and to perform each and all of the obligations of the Corporation provided therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under this Facilities Agreement, the Base Lease, the Trust Agreement and each of the Project Facilities Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Agreement, the Base Lease, and the Trust Agreement. (d) The execution and delivery by the Corporation of this Facilities Agreement, the Base Lease and the Trust Agreement and the consummation by the Corporation of the transactions contemplated hereby and thereby have not and will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound. (e) Each of this Facilities Agreement, the Base Lease, the Trust Agreement and each Project Facilities Contract to which the Corporation is or will be a party has been or will be duly executed and delivered by the Corporation and constitutes or will constitute a legal and valid obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by laws affecting creditors’ rights generally and except as equitable remedies may be limited by judicial discretion. (f) To the knowledge of the Corporation, there is no litigation pending or threatened against the Corporation that challenges the Corporation’s authority to execute, deliver or perform this Facilities Agreement or the Trust Agreement or to issue the Series 2020 Notes, and the Corporation has disclosed any threatened litigation with respect to such matters of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable laws, regulations and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Agreement. (h) The Corporation is a South Carolina nonprofit, public benefit corporation, no part of the net income of which inures to the benefit of any private individual or organization. (i) In order to finance the Project Facilities, the 2020 Real Property and the Base Lease Rent (which will be used to finance the Ancillary Facilities), the Corporation will enter into the Trust Agreement pursuant to which it will issue the Obligations payable from and secured by the Acquisition Payments under this Facilities Agreement.

Corporation Representations, Warranties and Covenants. The Corporation makes the following representations, warranties and covenants: (a) The Corporation is a duly organized and existing nonprofit corporation created under the laws of the State, has the requisite power to carry on its present and proposed activities, and has full power, right and authority to enter into this Facilities Agreement, the Trust Agreement and the Base Lease Corporation Agreements and to perform each and all of the obligations of the Corporation provided herein and therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under this Facilities Agreement, the Base Lease, the Trust Agreement Corporation Agreements and each of the Project Facilities Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Agreement, the Base Lease, and the Trust AgreementCorporation Agreements. (d) The execution and delivery by the Corporation of this Facilities Agreement, the Base Lease and the Trust Agreement Corporation Agreements and the consummation by the Corporation of the transactions contemplated hereby and thereby have not and will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound. (e) Each of this Facilities Agreement, the Base Lease, the Trust Agreement Corporation Agreements and each Project Facilities Contract to which the Corporation is or will be a party has been or will be duly executed and delivered by the Corporation and constitutes or will constitute a legal and valid obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by laws affecting creditors’ rights generally and except as equitable remedies may be limited by judicial discretion. (f) To the knowledge of the Corporation, there is no litigation pending or threatened against the Corporation that challenges the Corporation’s authority to execute, deliver or perform this Facilities Agreement or the Trust Agreement Corporation Agreements or to issue the Series 2020 NotesBonds, and the Corporation has disclosed in the Preliminary Official Statement and the Official Statement any threatened litigation with respect to such matters of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable laws, regulations and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Agreement. (h) The Corporation is a South Carolina State nonprofit, public benefit corporation, no part of the net income of which inures to the benefit of any private individual or organization. (i) In order to finance the Project Facilities, the 2020 Real Property and the Base Lease Rent (which will be used to finance the Ancillary Facilities), the Corporation will enter into the Trust Agreement pursuant to which it will issue the Obligations Series 2020 Bonds payable from and secured by the Acquisition Payments under this Facilities Agreement.. ARTICLE II‌

Corporation Representations, Warranties and Covenants. The Corporation makes represents, warrants and covenants (and acknowledges that the following Subscriber is relying on such representations, warranties and covenants) that, at the Closing Date: (a) The a. each of the Corporation and each of its subsidiaries is a valid and subsisting corporation duly organized incorporated and existing nonprofit corporation created in good standing under the laws of its jurisdiction of incorporation, and the StateCorporation has no subsidiaries other than as set forth in the Corporation’s annual report on Form 10-K for the year ended May 31, has 2010; b. each of the requisite power Corporation and each of its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction; c. the Corporation will reserve or set aside sufficient shares of common stock in its present and proposed activitiestreasury to issue the Common Shares issuable upon conversion of the Debentures, and has full power, right and authority to enter into this Facilities Agreement, the Trust Agreement and the Base Lease and to perform each and all such Securities will upon payment of the obligations recited consideration and issuance be duly and validly issued as fully paid and non-assessable; d. the issue and sale of the Corporation provided therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under this Facilities Agreement, the Base Lease, the Trust Agreement and each of the Project Facilities Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Agreement, the Base Lease, and the Trust Agreement. (d) The execution and delivery Securities by the Corporation of this Facilities Agreement, the Base Lease and the Trust Agreement and the consummation by the Corporation of the transactions contemplated hereby and thereby have does not and will not conflict with or constitute with, and does not and will not result in a breach of, any of or default under the Corporation’s articles terms of incorporation or bylaws its incorporating documents or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, agreement or instrument to which the Corporation is a party party; e. the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws in all matters relating to the offering of the Debentures; f. there are no legal or by which it is bound. (e) Each of this Facilities Agreementgovernmental actions, suits, proceedings or investigations pending or, to the Base LeaseCorporation’s knowledge, the Trust Agreement and each Project Facilities Contract threatened, to which the Corporation or any of its subsidiaries is or will may be a party or of which property owned or leased by the Corporation or any of its subsidiaries is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could have a material adverse effect on the Corporation; g. there are no judgments against the Corporation or any of its subsidiaries, if any, which are unsatisfied, nor is the Corporation or any of its subsidiaries, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body; h. this Agreement has been or will be duly authorized, executed and delivered by the Corporation and constitutes or will constitute a legal valid and valid legally binding obligation of the Corporation, Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by judicial discretion.applicable law; i. the Corporation’s shares of common stock are quoted for trading on the Financial Regulatory Authority’s over-the-counter electronic bulletin board (f) To the knowledge “OTCBB”), j. no order ceasing, halting or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and, to the best of the Corporation’s knowledge, there is no litigation investigations or proceedings for such purposes are pending or threatened against threatened; k. no person, firm or corporation acting or purporting to act at the request of the Corporation that challenges is entitled to any brokerage, agency or finder’s fee in connection with the purchase and sale of the Securities described herein; l. the Corporation is a "reporting issuer" under section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is not in default of any of the requirements of the 1934 Act; m. as of their respective filing dates, each report, schedule, registration statement and proxy filed by the Corporation with the United States Securities and Exchange Commission (“SEC”) (each, an “SEC Report” and collectively, the “SEC Reports”) (and if any SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, then also on the date of filing of such amendment or superseding filing), where required, were prepared in all material respects in accordance with the requirements of the U.S. Securities Act, or the 1934 Act, as the case may be, and the rules and regulations promulgated under such Acts applicable to such SEC Reports; n. the Corporation has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Corporation or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Corporation which are known by the Corporation’s authority management to execute, deliver or perform this Facilities Agreement or the Trust Agreement or to issue the Series 2020 Notesbe pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Corporation; o. the Corporation is not an "investment company" within the meaning of the Investment Company Act of 1940; p. neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (i) has made or will make any “directed selling efforts” (as such term is defined in Regulation S of the U.S. Securities Act) in the United States, or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as such terms are defined in Rule 502 (c) under Regulation D of the U.S. Securities Act) in the United States with respect to offers or sales of the Securities; q. the Corporation has disclosed not, for a period of six months prior to the date hereof, sold, offered for sale or solicited, and will not for a period of six months after the Closing Date, offer, sell or solicit, any threatened litigation offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in Rule 506 of Regulation D or Rule 903 of Regulation S of the U.S. Securities Act to become unavailable with respect to such matters of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable laws, regulations offer and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Agreement. (h) The Corporation is a South Carolina nonprofit, public benefit corporation, no part sale of the net income Securities; and r. the warranties and representations in this section are true and correct and will remain so as of which inures to the benefit of any private individual or organizationClosing Date. (i) In order to finance the Project Facilities, the 2020 Real Property and the Base Lease Rent (which will be used to finance the Ancillary Facilities), the Corporation will enter into the Trust Agreement pursuant to which it will issue the Obligations payable from and secured by the Acquisition Payments under this Facilities Agreement.

Corporation Representations, Warranties and Covenants. The Corporation makes the following representations, warranties and covenants: (a) The Corporation is a duly organized and validly existing nonprofit corporation created under the laws of the State, has the requisite power to carry on its present and proposed activities, and has full power, right and authority to enter into this Facilities Purchase and Use Agreement, the 2013 Trust Agreement and the Base Lease and to perform each and all of the obligations of the Corporation provided therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under under, this Facilities Purchase and Use Agreement, the Base Lease, the 2013 Trust Agreement and each of the Project Facilities Acquisition and Construction Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Purchase and Use Agreement, the Base Lease, Lease and the 2013 Trust Agreement. (d) The execution and delivery by the Corporation of this Facilities Purchase and Use Agreement, the Base Lease and the 2013 Trust Agreement and the consummation by the Corporation of the transactions contemplated hereby and thereby have not and will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound. (e) Each of this Facilities Purchase and Use Agreement, the Base Lease, Lease and the 2013 Trust Agreement and each Project Facilities Contract to which the Corporation is or will be a party has been or will be duly executed and delivered by the Corporation and constitutes or will constitute a legal and valid obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by laws affecting creditors’ rights generally and except as equitable remedies may be limited by judicial discretion. (f) To Other than as disclosed to the knowledge of the CorporationPurchaser, there is no litigation pending or threatened against and served on the Corporation that challenges the Corporation’s authority to execute, deliver or perform its obligations under this Facilities Purchase and Use Agreement or the Trust Agreement or to issue the Series 2020 Notes, and the Corporation has disclosed any threatened litigation with respect to such matters of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable laws, regulations and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Purchase and Use Agreement. (h) The Corporation is a South Carolina nonprofit, public benefit corporation, no part of the net income of which inures to the benefit of any private individual or organization. (i) In order to finance refund the Project Facilities, the 2020 Real Property and the Base Lease Rent (which will be used to finance the Ancillary Facilities)2005 Bonds, the Corporation will enter into the 2013 Trust Agreement pursuant to which it will issue the Obligations Series 2013 Bonds payable from and secured by the Acquisition Installment Payments under this Facilities Purchase and Use Agreement. (j) The Board of Directors of the Corporation are appointed by South Carolina Association of Governmental Organizations, a South Carolina nonprofit public benefit corporation (“SCAGO”). By letter dated February 22, 2004, SCAGO was determined by the Internal Revenue Service to be an exempt organization within the meaning of Section 501(c)(3) of the Code and not a private foundation under Section 509(a) of the Code. The activities of the Corporation hereunder are not unrelated to the charitable purpose of SCAGO described to the Internal Revenue Service in its application for recognition of its exempt status. The Corporation intends to apply to the Internal Revenue Service for a determination that it is also an exempt organization within the meaning of Section 501(c)(3) of the Code and not a private foundation under Section 509(a) of the Code.

Corporation Representations, Warranties and Covenants. The Corporation makes represents, warrants and covenants (and acknowledges that the following Subscriber is relying on such representations, warranties and covenants) that, at the Closing Date: (a) The a. each of the Corporation and each of its subsidiaries is a valid and subsisting corporation duly organized incorporated and existing nonprofit corporation created in good standing under the laws of its jurisdiction of incorporation, and the StateCorporation has no subsidiaries other than as set forth in the Corporation’s annual report on Form 10-K for the year ended May 31, has 2010; b. each of the requisite power Corporation and each of its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction; c. the Corporation will reserve or set aside sufficient shares of common stock in its present and proposed activitiestreasury to issue the Warrant Shares issuable upon exercise of the Warrants, and has full power, right and authority to enter into this Facilities Agreement, the Trust Agreement and the Base Lease and to perform each and all such Securities will upon payment of the obligations recited consideration and issuance be duly and validly issued as fully paid and non-assessable; d. the issue and sale of the Corporation provided therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under this Facilities Agreement, the Base Lease, the Trust Agreement and each of the Project Facilities Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Agreement, the Base Lease, and the Trust Agreement. (d) The execution and delivery Securities by the Corporation of this Facilities Agreement, the Base Lease and the Trust Agreement and the consummation by the Corporation of the transactions contemplated hereby and thereby have does not and will not conflict with or constitute with, and does not and will not result in a breach of, any of or default under the Corporation’s articles terms of incorporation or bylaws its incorporating documents or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, agreement or instrument to which the Corporation is a party party; e. the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws in all matters relating to the offering of the Units; f. there are no legal or by which it is bound. (e) Each of this Facilities Agreementgovernmental actions, suits, proceedings or investigations pending or, to the Base LeaseCorporation’s knowledge, the Trust Agreement and each Project Facilities Contract threatened, to which the Corporation or any of its subsidiaries is or will may be a party or of which property owned or leased by the Corporation or any of its subsidiaries is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could have a material adverse effect on the Corporation; g. there are no judgments against the Corporation or any of its subsidiaries, if any, which are unsatisfied, nor is the Corporation or any of its subsidiaries, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body; h. this Agreement has been or will be duly authorized, executed and delivered by the Corporation and constitutes or will constitute a legal valid and valid legally binding obligation of the Corporation, Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by judicial discretion.applicable law; i. the Corporation’s shares of common stock are quoted for trading on the Financial Regulatory Authority’s over-the-counter electronic bulletin board (f) To the knowledge “OTCBB”), j. no order ceasing, halting or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and, to the best of the Corporation’s knowledge, there is no litigation investigations or proceedings for such purposes are pending or threatened against threatened; k. no person, firm or corporation acting or purporting to act at the Corporation that challenges the Corporation’s authority to execute, deliver or perform this Facilities Agreement or the Trust Agreement or to issue the Series 2020 Notes, and the Corporation has disclosed any threatened litigation with respect to such matters request of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable lawsentitled to any brokerage, regulations and ordinances, including but not limited to those applicable to the Corporationagency or finder’s activities fee in connection with this Facilities Agreement.the purchase and sale of the Securities described herein; (h) The l. the Corporation is a South Carolina nonprofit, public benefit corporation, no part "reporting issuer" under section 12 of the net income Securities Exchange Act of which inures to 1934, as amended (the benefit “1934 Act”) and is not in default of any private individual or organization.of the requirements of the 1934 Act; (i) In order to finance the Project Facilitiesm. as of their respective filing dates, the 2020 Real Property each report, schedule, registration statement and the Base Lease Rent (which will be used to finance the Ancillary Facilities), proxy filed by the Corporation will enter into with the Trust Agreement pursuant to which it will issue the Obligations payable from United States Securities and secured by the Acquisition Payments under this Facilities Agreement.Exchange Commission (“SEC”) (each, an

Corporation Representations, Warranties and Covenants. The Corporation makes the following representations, warranties and covenants: (a) The Corporation is a duly organized and existing nonprofit non-profit corporation created under the laws of the StateSouth Carolina, has the requisite power to carry on its present and proposed activities, and has full power, right and authority to enter into this Facilities Agreement, the Trust Agreement and the Base Lease and to perform each and all of the obligations of the Corporation provided therein. (b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under this Facilities Agreement, the Base Lease, the Trust Agreement and each of the Project Facilities Contracts to which it is or will be a party. (c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Facilities Agreement, the Base Lease, Lease and the Trust Agreement. (d) The execution and delivery by the Corporation of this Facilities Agreement, the Base Lease and the Trust Agreement and the consummation by the Corporation of the transactions contemplated hereby and thereby have not and will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound. (e) Each of this Facilities Agreement, the Base Lease, the Trust Agreement and each Project Facilities Contract to which the Corporation is or will be a party has been or will be duly executed and delivered by the Corporation and constitutes or will constitute a legal and valid obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by laws affecting creditors’ rights generally and except as equitable remedies may be limited by judicial discretion. (f) To the knowledge of Other than as disclosed in writing by the Corporation, there is no litigation pending or threatened against the Corporation that challenges the Corporation’s authority to execute, deliver or perform this Facilities Agreement or the Trust Agreement or to issue the Series 2020 Notes, and the Corporation has disclosed any threatened litigation with respect to such matters of which the Corporation is aware. (g) The Corporation is in material compliance with all applicable laws, regulations and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Agreement. (h) The Corporation is a South Carolina nonprofit, public benefit corporation, no part of the net income of which inures to the benefit of any private individual or organization. (i) In order to finance the Project Facilities, the 2020 Real Property and the Base Lease Rent (which will be used to finance the Ancillary Facilities)Capital Projects, the Corporation will enter into the Trust Agreement pursuant to which it will issue the Obligations Series 2013 Bonds payable from and secured by the Acquisition Payments under this Facilities Agreement.