Common use of Representations and Warranties of the City Clause in Contracts

Representations and Warranties of the City. The City makes the (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Electric System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsElectric System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Electric System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsElectric System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes therepresents and warrants to, and agrees with the Underwriter that: (ia) The City is a municipal corporation public body corporate and a political subdivision of the State and a "local governmental unit" within the meaning of the Bank Act. The Governing Body is duly organized and existing under a charter duly the Constitution and regularly adopted laws of the State and is authorized, pursuant to the provisions of Sections 00-00-000 et seq., Mississippi Code of 1972, as amended and supplemented from time to time, (the Constitution "City Act" and together with the Bank Act, the "Act"), to issue the City Bond under the terms and provisions of the StateCity Bond Resolution, has under which the City's obligations on the City Bond arise, and otherwise to act on behalf of the City in connection with the execution of the City Bond Purchase Agreement and the execution and delivery of the City Bond. (b) The Governing Body, on behalf of the City, shall have full legal right, power and authority to enter into or accept this Installment Bond Purchase Agreement, the Continuing Disclosure Certificate (as hereinafter defined) and the City Bond Purchase Agreement, to execute, issue and deliver the City Bond to the Bank as provided in the City Bond Resolution and the City Bond Purchase Agreement and to carry out and consummate all other transactions contemplated by this Installment Bond Purchase Agreement Agreement, the City Bond Purchase Agreement, the City Bond, the City Bond Resolution, the Continuing Disclosure Certificate and the Official Statement. (c) By official action of the Governing Body prior to or concurrently with the acceptance hereof, the Governing Body has duly adopted the City Bond Resolution and has duly approved the execution and delivery by proper action the Mayor of the City (the "Mayor") and/or the City Clerk (the "Clerk") and/or an Authorized Officer of the City of this Bond Purchase Agreement, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and the City Bond, has duly authorized and approved the execution and delivery of or acceptance of, and the performance by the City of the obligations of the City contained in, the City Bond, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and this Installment Bond Purchase Agreement and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and this Bond Purchase Agreement. (iid) The officers Neither the City nor the Governing Body is in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any agreement or other instrument to which either the City or the Governing Body is a party or is otherwise subject, which breach or default would in any way materially adversely affect the official existence or powers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute or the same. (iii) This Installment Purchase Agreement has been duly authorizedGoverning Body, executed and delivered by the City, and constitutes a legal, valid and binding agreement City Bond Resolution or the issuance of the City enforceable against Bond and no event has occurred and is continuing which with the City in accordance with its terms. (iv) The passage of time or the giving of notice, or both, would constitute such a breach of or default under any such instrument; and the execution and delivery of or acceptance of this Installment Bond Purchase Agreement, the consummation City Bond, the Continuing Disclosure Certificate, the adoption of the transactions herein contemplated City Bond Resolution, the execution and delivery of the fulfillment of or City Bond Purchase Agreement, and compliance with the terms and conditions hereof, provisions of each thereof will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) underunder any law, the Charter or any indentureadministrative regulation, mortgagejudgment, deed of trustdecree, agreement, lease, contract agreement or other agreement or instrument to which either the City or the Governing Body is a party or by which it or its properties are is otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the Citysubject. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (viie) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains Preliminary Official Statement does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements thereintherein in connection with the City, the City Bond Resolution, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and the City Bond, in the light of the circumstances under which they were made, not misleading, and as of the Closing, the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in connection with the City, the City Bond Resolution, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and the City Bond, in the light of the circumstances under which they were made, not misleading. (xf) All The financial statements and the statistical and financial information heretofore delivered of the City referred to or contained in the Preliminary Official Statement with respect to the Authority by CitySeries 2023 Bonds are, including without limitation, information relating and as to the financial condition of the Water SystemOfficial Statement (including any and all supplements and amendments thereto) will, present fairly and accurately present the financial position thereof of the City as of the dates indicated therein and the results of operations for the periods specified therein, and the financial statements therein have been prepared (except where specifically noted therein) in accordance conformity with generally accepted accounting principles consistently applied. Since applied in all material respects with respect to the periods involved. (g) Between the date of such statementsthis Bond Purchase Agreement and the Closing, there has been no material adverse change in neither the financial condition or results of operations City nor the Governing Body on behalf of the Water SystemCity, will, without the prior written consent of the Underwriter, which consent will not be unreasonably withheld, issue any bonds, notes or other obligations for borrowed money. (xih) The City No summons or complaint or any other notice or document has good and marketable title been served upon or delivered to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage Governing Body or any of time their officers or both could constitute a default) (1) under employees relating to any litigation, and 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, to the best knowledge of the City or the Governing Body, threatened against the City or the Governing Body, affecting the existence of the City or the Governing Body, the titles of their officers to their respective offices or seeking to prohibit, restrain or enjoin the issuance or delivery of the City Bond, or in any way contesting or affecting the validity or enforceability of the City Bond Resolution, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and the City Bond, the tax exempt status of the interest on the Series 2023 Bonds and the City Bond, or this Installment Bond Purchase Agreement or contesting in any way the completeness or accuracy of the Preliminary Official Statement, or contesting the powers of the City or the Governing Body or any authority for the issuance of the City Bond, the adoption of the City Bond Resolution, the City Bond Purchase Agreement, the Continuing Disclosure Certificate, and this Bond Purchase Agreement, or (2) with respect the City's performance thereunder, nor is there any controversy or litigation pending, or to the best knowledge of the City or the Governing Body, threatened, nor, to the best of the knowledge of the City and the Governing Body, is there any order basis therefore, wherein an unfavorable decision, ruling or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that finding would materially and adversely affect the consummation tax exempt status of the transactions contemplated by this Installment Series 2023 Bonds and the City Bond, the validity or enforceability of the Series 2023 Bonds, the City Bond, the City Bond Resolution, City Bond Purchase Agreement or Agreement, the IndentureContinuing Disclosure Certificate, or the financial condition, assets, properties or operations of the Water Systemthis Bond Purchase Agreement. (xiiii) The City acknowledges, represents and warrants that it understands proceeds from the nature and structure sale of the transactions relating City Bond to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which Bank by the City is a party or of which it is a beneficiary, including as evidenced by the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment City Bond Purchase Agreement and the Indenture City Bond will be used or applied as provided in the City Bond Resolution, the City Bond Purchase Agreement, and the Preliminary Official Statement. (j) The City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events in connection with the Series 2023 Bonds for the benefit of the holders of the Series 2023 Series 2023 Bonds and to deliver, or cause to be delivered, to (a) the Municipal Securities Rulemaking Board (the "MSRB") through the MSRB's Electronic Municipal Market Assess system (EMMA), in the electronic format then prescribed by the Securities and Exchange Commission pursuant to Rule 15c2-12, and (b) any public or private repository or entity designated by the State as a State repository, if any, for the purposes of the Rule, the information described in the Continuing Disclosure Certificate, together with any identifying information or other information then required to accompany the applicable filing. (k) Except as otherwise relied on provided herein, (i) the Authority for any advice.City Bond Resolution, the City Bond Purchase Agreement, the Continuing Disclosure Certificate and the City Bond conform to the descriptions thereof contained in the Preliminary Official Statement,

Representations and Warranties of the City. The City makes thehereby represents and warrants that: (ia) The City is a municipal corporation organized body corporate and politic validity existing under a charter duly the Constitution and regularly adopted pursuant to the provisions laws of the Constitution Commonwealth of the State, has Pennsylvania with full legal right, power and authority to enter into and perform its obligations under this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action Intergovernmental Guaranteed Energy Savings Agreement. (b) The City has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers Intergovernmental Guaranteed Energy Savings Agreement and the taking of any and all actions as may be required on its part to carry out and to give effect and to consummate the City executing transactions contemplated by this Installment Purchase Intergovernmental Guaranteed Energy Savings Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase this Intergovernmental Guaranteed Energy Savings Agreement has been duly authorized, executed and delivered by the City, it and constitutes a legal, valid and binding agreement obligation of the City City, enforceable against the City in accordance with its terms. (ivc) The Neither the execution and nor the delivery by it of this Installment Purchase Intergovernmental Guaranteed Energy Savings Agreement, nor its performance of its obligations in connection with the consummation transactions contemplated hereby nor its fulfillment of the transactions herein contemplated and the fulfillment of terms or compliance with the terms and conditions hereofhereof (1) conflicts with, will not violates or results in any material respect conflict with or constitute a violation or breach of any Applicable Laws, or default (with due notice 2) conflicts with, violates or the passage results in a breach of time any term or both) undercondition of any judgment or decree, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument instrument, to which the City is a party or by which it City or any of its properties or assets are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is constitutes a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the Citydefault thereunder. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viiid) There is no action, suitsuit or other proceeding as of the Contract Effective Date, proceeding, inquiry at law or investigationin equity, before or by any court or federal, state, municipal or other governmental authority, pendingpending or, or to the knowledge of the City's best knowledge, after reasonable investigation, threatened, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have having a material adverse effect upon on the consummation right of the transactions contemplated by City to execute this Intergovernmental Guaranteed Energy Savings Agreement or the validity of its ability to comply with its obligations under this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xie) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree knowledge of any court or any order, regulation or demand Applicable Law in effect on the date as of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that this representation is being made which would materially prohibit the performance by the City of this Intergovernmental Guaranteed Energy Savings Agreement and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Systemhereby. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The As of the date of this Agreement, the City makes therepresents and warrants as follows. (ia) The City is a municipal corporation organized and existing under a charter duly and regularly adopted first class city of the State. (b) The City Council has authorized the Mayor to execute this Agreement pursuant to the provisions City Ordinance. The City Ordinance is in effect and constitutes a legal, valid, and binding obligation of the Constitution of the StateCity, and has not been amended since enactment. (c) The City has full legal right, power and authority under its charter and the laws of the State to enter into execute and deliver this Installment Purchase Agreement Agreement, to be bound by its terms and to consummate the transactions described herein, and to take any and all such action as may be required of the City to carry out out, give effect to and consummate all the transactions contemplated by hereby. (d) The City has duly authorized, executed and delivered this Installment Purchase Agreement and by proper action Agreement. The City has duly authorized the performance by the City of its obligations and the consummation of the transactions contemplated under this Agreement. (e) This Agreement constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (f) Neither the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, nor the consummation of the transactions herein contemplated and herein, nor the fulfillment of or compliance with the terms and conditions provisions hereof, will not in any material respect conflict with conflicts with, or constitute constitutes on the part of the City a violation of, or a breach of of, or default (with due notice or the passage of time or both) under, the Charter City’s charter, or any statute, indenture, mortgagecommitment, deed of trust, agreement, lease, contract note or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or the City is bound, or any applicable law or administrative order, rule or regulation, or regulation of any applicable court or administrative decree governmental agency or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of body having jurisdiction over the City or any other Person, and no consent, permission, authorization, order of the City’s activities or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due courseproperties. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viiig) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court court, public board or federalbody, statepending or, municipal or other governmental authority, pending, or to the knowledge best of the City, after reasonable investigation’s knowledge, threatened, against or affecting the City or the assetsactions taken or contemplated to be taken by the City, properties nor, to the best of the City’s knowledge, is there any basis therefor, wherein an unfavorable decision, ruling or finding would: (i) affect or seek to prohibit, restrain or enjoin the execution and delivery of this Agreement; (ii) affect or question the validity or enforceability of this Agreement; (iii) question the power or authority of the City to carry out the transactions contemplated by, or to perform its obligations under, this Agreement; or (iv) materially affect the business, financial condition or operations of the City which, if determined adversely with respect to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of City’s obligations under this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ixh) No written informationevent has occurred and no condition exists which, exhibit or report furnished to the Authority by the City in connection with the negotiation passage of this Installment Purchase Agreementtime, and no official statement would constitute (or other offering document in connection with the issuance giving of the 2015-A Bondsnotice or lapse of time, if anyor both, as would constitute) an event of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances default under which they were made, not misleadingthis Agreement. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xiii) The City is not in material default (and no event has occurred and is continuing which with the giving of notice under any document, instrument or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing commitment to which the City is a party or of to which it or any of its property is a beneficiary, including subject which default would or could materially adversely affect the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences ability of the transactions contemplated City to carry out its obligations under this Agreement. (j) Any certificate signed by this Installment Purchase Agreement any officer of the City and delivered to the Indenture or otherwise relied on PDA shall be deemed a representation and warranty by the Authority for any adviceCity to the PDA as to the truth of the statements therein contained.

Representations and Warranties of the City. The City makes the (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 20152016-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes therepresents and warrants that: (ia) The the City is a municipal corporation organized and existing “Home Rule City,” acting as such under a charter duly and regularly adopted pursuant to the provisions of the Constitution and laws of the State, and has full legal right, power and authority to enter into this Installment Purchase Agreement (i) own, operate and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized maintain the execution and delivery of this Installment Purchase Agreement. Systems, (ii) The officers of adopt the City executing this Installment Purchase Ordinance and the Reimbursement Agreement are duly and properly in office and fully authorized to execute the same. Ordinance, (iii) This Installment Purchase execute and deliver this Reimbursement Agreement has been duly authorizedand the Related Documents, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution issue and deliver the Notes, (v) pledge the Security, and (vi) perform fully and completely all its obligations and liabilities under the Ordinance, the Reimbursement Agreement Ordinance and this Reimbursement Agreement and under the Related Documents; (b) the adoption and performance of the Ordinance and the issuance of the Notes thereunder and the adoption and performance of the Reimbursement Agreement Ordinance and the execution, delivery and performance of this Installment Purchase Agreement, the consummation of the transactions herein contemplated Reimbursement Agreement and the fulfillment of or compliance with Related Documents on the terms and conditions hereof, hereof and thereof have been duly authorized by all necessary action on the part of the City and will not in violate or contravene any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter constitutional provisions or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable existing law or administrative rule or regulation, or any applicable court order or administrative decree or orderof any Governmental Authority, or violate or cause a default under the Parity Note Ordinance any trust agreement, mortgage, deed of trust, loan agreement, leaseordinance previously issued by the City or under the Parity Reimbursement Agreement or under any indenture, contract or other agreement to which the City is a party or by which that is binding upon it or any of its properties are otherwise subject property; provided, however, that no representation or bound, or result in warranty is made hereunder with respect to the creation or imposition indemnification provisions of this Reimbursement Agreement; (c) no consent of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, Person and no consentlicense, permission, authorization, order approval or license authorization of, nor notice to or registration, filing or registration declaration with, any governmental authority Governmental Authority (other than any action that may be required under any state securities or blue sky laws) is necessary required in connection with the execution and delivery adoption, performance, validity or enforceability of this Installment Purchase Agreementthe Ordinance, the Reimbursement Agreement Ordinance, the issuance, validity or enforceability of’ the Notes, or the consummation execution, delivery, performance, validity or enforceability of any transaction herein contemplated, this Reimbursement Agreement or the fulfillment of or compliance with Related Documents or, if required, the terms and conditions hereof, except as have same has been obtained or made and as are is in full force and effect or, if not yet obtained, will be obtained on or before the Date of Issuance and except will be in full force and effect on such other permits date, and true copies thereof have been, or will be, delivered to the Bank on or before the Date of Issuance; (d) the Ordinance, the Reimbursement Agreement Ordinance, this Reimbursement Agreement and the Related Documents constitute, and the Notes, when issued, will constitute, legal, valid and binding agreements or obligations, as the City contemplates obtaining in due course.case may (vie) There there are no easementsactions, encumbrances suits or interests with respect to the Components which prohibit or materially impair the executionproceedings pending or, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, threatened against or affecting it or its properties before any Governmental Authority in which there is reasonable possibility of an adverse decision which could materially and adversely affect the City business, financial position or the assets, properties or results of operations of the City whichor which in any manner questions the validity of the Ordinance, if determined adversely the Reimbursement Agreement Ordinance or this Reimbursement Agreement or any of the Related Documents or the City’s ability to the City or its interests, would have a material adverse effect upon the consummation of carry out the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System.hereby and thereby; (ixf) No no written information, exhibit or report information furnished to the Authority by the City to the Bank in connection with the negotiation of Ordinance, the Reimbursement Agreement Ordinance or this Installment Purchase Agreement, and no official statement Reimbursement Agreement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, any Related Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements statement made therein, in the light of the circumstances under in which they were made, not misleading.misleading in any material respect; (xg) All financial statements the Ordinance, together with the Reimbursement Agreement Ordinance and information heretofore delivered to this Reimbursement Agreement creates a valid lien on, pledge of, and security interest in the Authority by City, including without limitation, information relating to Security as security for the financial condition Notes and for the repayment of the Water SystemCity’s obligations under this Reimbursement Agreement and all action necessary to perfect the lien on, fairly pledge of, and accurately present security interest of the financial position thereof and have been prepared (except where specifically noted therein) Bank in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there Security has been no material adverse change in the financial condition or results of operations of the Water System.duly and validly taken; (xih) The the City has good and marketable title not taken any action, or omitted to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing take any action, which constitutes a default, or which with the giving of notice or the passage of time or both could the giving of notice, or both, would constitute a default, under any ordinance, indenture, agreement or other instrument pursuant to which any outstanding Priority Lien Obligations have been issued; and (i) (1) under this Installment Purchase Agreementthe City hereby makes to the Bank the same representations and warranties as are made by the City in, or (2) are incorporated by the City in, the Ordinance, the Reimbursement Agreement Ordinance or any of the Related Documents, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference with respect the same effect as if each and every such representation and warranty and defined term was set forth herein in its entirety. No amendment to any order such representation and warranty or decree of any court defined term made pursuant to the Ordinance, the Reimbursement Agreement Ordinance or any order, regulation Related Document shall be effective to amend such representation and warranty or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect such defined term as incorporated by reference herein without the consummation prior consent of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water SystemBank. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2014-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 20152014-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2015-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-2015- A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in City: analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thehereby represents and warrants to the Navy as follows: (ia) The City is a municipal corporation charter city and county, organized and existing under a charter duly and regularly adopted pursuant to the provisions by virtue of the Constitution of the StateState with full power, has full legal righton behalf of the Pledging IFD, power to execute this Subordinate Pledge Agreement and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the perform its obligations hereunder. (b) The execution and delivery of this Installment Purchase Agreementthe Subordinate Pledge Agreement and the performance of its obligations hereunder and thereunder has been duly authorized by the City. (iic) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Subordinate Pledge Agreement has been duly authorized, executed and delivered by the City, City on behalf of the Pledging IFD and constitutes a the legal, valid and binding agreement obligation of the City on behalf of the IFD enforceable against upon the City in accordance with its terms. (ivd) The execution and delivery of this Installment Purchase Agreement, the Subordinate Pledge Agreement by the City on behalf of the Pledging IFD and the consummation of the transactions herein on its part contemplated hereby and the fulfillment of or compliance with the terms and conditions hereof, will thereby do not in any material respect conflict with or constitute a violation or breach of or a default under or result in a violation of (with due notice i) the IFD Act, (ii) any constitutional or statutory provision or order, rule, regulation or ordinance, or any order, decree or judgment of any court or governmental authority having jurisdiction over the passage of time or both) underCity, the Charter Pledging IFD or any indentureof its properties, mortgage, deed of trust, agreement, lease, contract or other (iii) any agreement or instrument to which the City it is a party or by which it or its properties are otherwise subject or is bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viiie) There is no action, suit, proceeding, inquiry or investigation, investigation before or by any court court, public board or federal, state, municipal body pending against or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, threatened against or affecting the City or the assetsPledging IFD wherein an unfavorable decision, properties ruling or operations finding would adversely affect (i) the validity or enforceability of, or the authority or ability of the City whichCity, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation on behalf of the transactions contemplated by or Pledging IFD, to perform its obligations under the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Subordinate Pledge Agreement, or (2ii) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated to be performed by this Installment Purchase Agreement or the IndentureCity, or the financial condition, assets, properties or operations on behalf of the Water SystemPledging IFD, under the Subordinate Pledge Agreement. (xiiif) The City acknowledges, represents and warrants that it understands the nature and structure pledge of the transactions relating to Net Available Increment in the refinancing of manner set forth in this Subordinate Pledge Agreement does not violate the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any adviceIFD Act.

Representations and Warranties of the City. The City makes therepresents, warrants and covenants that: (ia) The City is a municipal corporation duly organized and existing under a charter duly and regularly adopted pursuant to the laws of the State, including the provisions of the Constitution of Act. Pursuant to the StateBond Ordinance, has full legal rightamong other things, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action the City has duly authorized the execution and delivery of this Installment Purchase Agreement., the performance by the City of its obligations hereunder, and the issuance of the Series 2010 Bonds in the aggregate principal amount of $ purposes set forth in this Agreement. for the (iib) The officers City has complied with the provisions of the City executing this Installment Purchase Agreement are duly Constitution and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement laws of the City enforceable against State, including the City in accordance with its terms. (iv) The Act, relating to the enactment or adoption of the Bond Ordinance, the execution and delivery of this Installment Purchase AgreementAgreement and the issuance of the Series 2010 Bonds. The City has the full right, power and authority to enter into and consummate the transactions contemplated by this Agreement and the Series 2010 Bonds. (c) To the best knowledge of the City, the consummation of transactions contemplated by the transactions herein contemplated Bond Ordinance, the Series 2010 Bonds and the fulfillment of or compliance this Agreement do not materially conflict with the terms and conditions hereofof any statute, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) underorder, the Charter or any indenturerule, mortgageregulation, deed of trustjudgment, decree, agreement, lease, contract instrument or other agreement commitment of the City or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party bound. (d) The City is duly authorized and entitled to enact or adopt the Bond Ordinance, to execute and deliver this Agreement and to issue the Series 2010 Bonds and, when executed in accordance with the terms of this Agreement (assuming due authorization, execution and delivery by which it the Lender) and the Series 2010 Bonds will constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or its properties are otherwise subject or boundother similar laws affecting creditors’ rights generally, or result to the exercise of judicial discretion in accordance with general principles of equity. (e) There are no actions, suits or proceedings pending or, to the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets best knowledge of the City, which conflict, violation, breach, default, lien, charge threatened against or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of affecting the City, at law or in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigationequity, before or by any court governmental body or federalauthority that, stateif adversely determined, municipal or other governmental authority, pending, or to would materially impair the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations ability of the City which, if determined adversely to perform its obligations under this Agreement or under the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water SystemSeries 2010 Bonds. (ixf) No written informationThe City has given all notices to, exhibit and has complied with or report furnished to caused compliance with all laws, ordinances, rules and regulations and requirements of governmental bodies affecting the Authority acquisition and construction of the Series 2010 Project and has procured all permits and licenses necessary for the acquisition and construction of the Series 2010 Project, or such notices, compliance and procurement will be given or made by the City in connection with the negotiation ordinary course of this Installment Purchase Agreementbusiness, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered except to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance extent that compliance with generally accepted accounting principles consistently applied. Since the date of any such statements, there notice requirements has been no material adverse change in waived by the financial condition or results of operations of the Water Systemapplicable party. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2009-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2016 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A 2016 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2020 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 20152020-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2024- A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Electric System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsElectric System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-2024- A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Electric System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsElectric System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2020 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2015-A 2020 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes thethe following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2024-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 20152024-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.