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

Representations and Warranties of the County. The County represents, warrants and covenants to and with the Bank (all such representations, warranties and covenants to be continuing) that: (a) The County is a political subdivision of the State, validly organized and existing under the laws of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder; (b) The County agrees that during the term of this Contract, it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder; (c) This Contract, the Deed of Trust and all other documents relating hereto and thereto, and the performance of the County’s obligations hereunder and thereunder, have been duly and validly authorized, executed and delivered by the County and approved under all laws, regulations and procedures applicable to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations of the County, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and such principles of equity as a court having proper jurisdiction may impose;

Representations and Warranties of the County. The County representsmakes the following representations and warranties, warrants and covenants to and with all of which shall survive the Bank (all such representations, warranties and covenants to be continuing) thatdelivery of the Bond: (a) The County is a political subdivision of the State, validly organized and existing under the laws Commonwealth of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder;Virginia. (b) The County agrees that during has the term of this Contractpower to enter into the Documents and by proper action, it will take no action that would adversely affect its existence as a political subdivision in good standing in has duly authorized the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder;Documents. (c) This ContractThe facilities financed and refinanced by proceeds of the Bond constitute “authority facilities” within the meaning of the Act, whose primary purposes are their use as capital improvements for the Deed County. The County has obtained or will obtain all licenses, permits and consents required for the use and occupancy of Trust the Leased Property and all the Project. (d) The proceeds of the sale of the Bond will be applied as described in the Bond. (e) The adoption of the County Resolution (as defined below) and the execution and delivery of the Documents and the performance by the County of its obligations thereunder will not conflict with or constitute a breach or result in a default under (i) any federal or Virginia constitutional or statutory provision, (ii) any agreement or other documents relating hereto instrument to which the County is a party or by which it is bound, or (iii) any order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the County or its property. (f) No consent, approval, authorization or order of any governmental or regulatory authority is required to be obtained by the County as a condition precedent to the execution and theretodelivery by the County of the Documents or the performance by the County of its obligations thereunder. (g) The County is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred. No event has occurred or is continuing that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (h) The County is not in violation in any material respect of any existing law, rule or regulation applicable to it and is not in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County is a party or by which it is bound or to which any of its assets are subject, and the performance of the County’s obligations hereunder execution and thereunder, have been duly and validly authorized, executed and delivered delivery by the County of the Documents and approved the compliance with the terms and conditions thereof will not conflict with or result in the breach of or constitute a default under all lawsany of the foregoing. (i) There is no litigation at law or in equity, regulations and procedures applicable or any proceeding before any governmental agency, pending or, to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations knowledge of the County, enforceable threatened, in which any liability of the County is not adequately covered by insurance or in which any judgment or order directed to the County would have a material adverse effect upon the operations or assets of the County or affect the validity of (i) the organization and existence of the County, (ii) its authority to execute, deliver and perform its obligations under the Documents, (iii) the validity or enforceability of any such instruments or the transactions contemplated thereby, (iv) the titles of the officers who executed or will execute such instruments, or (v) any authority or proceedings relating to the execution and delivery of such instruments by the County. (j) The audited financial statements of the County fairly present the County’s financial condition as of the dates indicated and the results of its operations for the periods specified, and the County has no reason to believe that such summary and financial statements have not been prepared in accordance with their respective termsgenerally accepted accounting principles consistently applied. There has been no material adverse change in the condition, subject to bankruptcyfinancial or otherwise, insolvency and other laws affecting of the enforcement of creditors’ rights generally and such principles of equity as a court having proper jurisdiction may impose;County since June 30, 2022.

Representations and Warranties of the County. The County represents, warrants makes the following representations and covenants warranties to the Corporation and with the Bank (all such representations, warranties and covenants to be continuing) thatAuthority: (a) The County is a political subdivision of the State, validly duly organized and existing under the Constitution and laws of the State of California, has the requisite legal right, power and has all powers necessary authority to enter into the this Facility Lease and to carry out and consummate all transactions contemplated by this Contract Facility Lease, and by proper action has duly authorized the Deed execution and delivery of Trust and to carry out its obligations hereunder;this Facility Lease. (b) The County agrees that during the term of this Contract, it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder; (c) This Contract, the Deed of Trust and all other documents relating hereto and thereto, and the performance of the County’s obligations hereunder and thereunder, have Facility Lease has been duly and validly authorized, executed and delivered by the County and approved under all lawsconstitutes the legal, regulations and procedures applicable to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal valid and binding obligations agreement of the County, enforceable in accordance with their respective its terms, subject except to the extent limited by bankruptcy, insolvency and or other laws affecting the enforcement of creditors’ rights generally generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy. (c) The execution and such principles delivery of equity as this Facility Lease and compliance with the provisions hereof, under the circumstances contemplated hereby, do not and will not in any material respect conflict with or constitute on the part of the County a material breach of or default under any agreement or other instrument to which the County is a party or by which it is bound or any existing law, regulation, court having proper jurisdiction may imposeorder, or consent decree to which the County is subject. (d) There are no actions, suits or proceedings which have been served on the County or, to the knowledge of County, are otherwise pending or threatened against the County in any California or Federal court; (1) to restrain or enjoin the issuance or delivery of any of the Series 2018A Bonds, the collection of Revenues pledged under the Indenture or the payment of Base Rental Payments or Additional Payments under this Facility Lease; (2) in any way contesting or affecting the authority for the issuance of the Series 2018A Bonds or the validity of the Series 2018A Bonds, the Indenture, the Loan Agreement, this Facility Lease or the Tax Certificate; or (3) which, if determined adversely to it, would materially adversely affect the consummation of the transactions contemplated by this Facility Lease or the financial condition, assets or properties of the County. (e) To the best knowledge of the County, the information pertaining to the County in the Official Statement pertaining to the Series 2018A Bonds does 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 light of the circumstances under which they were made, not misleading.

Representations and Warranties of the County. The County representshereby represents and warrants to the Underwriter, warrants as of the date hereof and covenants to as of the Closing Date (as defined herein), which representations and with warranties shall survive the Bank (all such representationsClosing Date, warranties and covenants to be continuing) that: (a) The County is a county and political subdivision of the State, validly State of Iowa duly organized and validly existing under and pursuant to the Constitution and laws of the State of Iowa and has full legal right, power and authority to execute this Note Purchase Agreement and adopt the Resolution, pursuant to authority conferred by Iowa law. (b) The County has duly authorized and approved the Resolution and execution and delivery of the documents which may be required under the terms of the Resolution, including this Note Purchase. (c) This Note Purchase Agreement constitutes a legal, valid and binding obligation of the County enforceable in accordance with its terms; and the Notes, when executed and delivered, will constitute legal, valid and binding obligations of the County in accordance with their terms; except that the enforceability of this Note Purchase Agreement and the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditor’s equitable principles relating to or limiting creditors’ rights generally. (d) The execution and delivery of this Note Purchase Agreement and the Notes, and compliance with the provisions thereof, will not conflict with or result in a breach of any of the terms and provisions of, or constitute a default under, any agreement, indenture, mortgage, lease, or other instrument to which the County is subject or by which it is or may be bound. (e) All authorizations, approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which are required for the due authorization of which would constitute a condition precedent to, or the absence of which would materially adversely affect, the delivery of the Notes or the due performance by the County of its obligations under the laws of the State and has all powers necessary to enter into the transactions contemplated by this Contract of Iowa and the Deed Resolution have been duly obtained or will be obtained prior to the Closing Date, except for: (A) such authorizations, approvals, consents and orders, if any, as may be required under the Blue Sky or securities laws of Trust any jurisdiction in connection with the offering and sale of the Notes; and (B) authorizations, approvals, consents and orders that are required to carry out its obligations hereunder;be obtained or renewed periodically, such as budgets, licenses and permits. (bf) The County agrees that during the term of this ContractThere is no action, it will take no action that would adversely affect its existence as a political subdivision suit, proceeding, inquiry, or investigation at law or in good standing in the Stateequity before or by any court, cause the County public board, or body pending to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless which the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder; (c) This Contracta party or, the Deed of Trust and all other documents relating hereto and thereto, and the performance of the County’s obligations hereunder and thereunder, have been duly and validly authorized, executed and delivered by the County and approved under all laws, regulations and procedures applicable to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations knowledge of the County, enforceable threatened against or affecting the County (or any basis therefor), except as is expressly disclosed in the Preliminary Official Statement and Official Statement, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Resolution, the Notes or the transactions contemplated thereby. (g) The Preliminary Official Statement was “deemed final” by the County within the meaning of the Rule as of the date of the Preliminary Official Statement. (h) The information contained in the Preliminary Official Statement and the Official Statement was and will be true and correct in all material respects as of the date hereof and as of the Closing Date. The information contained in the Preliminary Official Statement and the Official Statement does not and will not contain any untrue or misleading statement of a material fact or omit to state any material facts necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The County has approved the distribution of the Preliminary Official Statement and Official Statement and consented to their use by the Underwriter in connection with offers and sales of the Notes. (i) The County will enter into the Continuing Disclosure Certificate dated as of May 4, 2021 (the “Continuing Disclosure Certificate”) in accordance with their respective termsthe Rule, subject and as otherwise described in the Official Statement, the County has not failed during the previous five years to bankruptcy, insolvency and other laws affecting comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under the enforcement of creditors’ rights generally and such principles of equity as a court having proper jurisdiction may impose;Rule.

Representations and Warranties of the County. The County represents, represents and warrants and covenants to and with the Bank (all such representations, warranties and covenants to be continuing) thatLender as follows: (a) The County is a political subdivision body corporate and politic duly organized and validly existing under and by virtue of the Constitution and laws of the State, validly organized . (b) The Constitution and existing under the laws of the State authorize the County to execute and has all powers necessary to enter into the transactions contemplated by deliver this Contract Agreement and the Deed of Trust and to enter into the transactions contemplated hereby and to carry out its obligations hereunder; (b) The County agrees that during under this Agreement and the term Deed of this Contract, it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder;Trust. (c) This Contract, the Deed of Trust and all other documents relating hereto and thereto, and the performance of the County’s obligations hereunder and thereunder, have been The County has duly and validly authorized, executed and delivered this Agreement and the Deed of Trust in accordance with the Constitution and laws of the State. (d) Neither the execution and delivery of this Agreement or the Deed of Trust, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions or any charter provision, restriction or any agreement or instrument to which the County is now a party or by which the County is bound, or constitutes a default under any of the foregoing. (e) No approval or consent is required from any governmental authority with respect to the entering into or performance by the County and approved under all lawsof this Agreement or the Deed of Trust or the transactions contemplated hereby or thereby, regulations and procedures applicable to the County includingor if such approval is required, but not limited to, compliance with public meeting and bidding requirements, and, assuming the it has been duly obtained. (f) Assuming due authorization, execution and delivery hereof and thereof of this Agreement by the other parties hereto Lender, this Agreement and thereto, the Deed of Trust constitute valid, legal and binding obligations of the County, enforceable in accordance with their respective terms, subject to except as enforcement thereof may be limited by general principles of equity or by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ ' rights generally and as those other laws may be further limited by the Enforcement Limitation. (g) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the County challenging the validity or enforceability of this Agreement or the Deed of Trust or the performance of the County’s obligations hereunder and thereunder or that, if determined adversely to the County, would cause a material adverse change in the business condition, operations or financial condition of the County. (h) The audited financial reports of the County for the fiscal year ended June 30, 2019 provided to the Lender present fairly the financial position of the County for the period specified, and the audited financial reports and statements for the fiscal year ended June 30, 2019 have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects to the period involved, except as otherwise stated in the notes thereto. Except as otherwise disclosed to the Lender in writing, since June 30, 2019, there has been no material adverse change in the general affairs, financial position, results of operations or condition, financial or otherwise, of the County, and the County has not incurred any liabilities that would materially affect the ability of the County to discharge its obligations under this Agreement or the Deed of Trust. Any reports, financial statements or other information furnished to the Lender or its counsel by or on behalf of the County to the Lender in connection with this Agreement were, at the time the same were so furnished, true and correct in all material respects. (i) The County has obtained or caused to be obtained all licenses, permits and other approvals of any other governmental entity having jurisdiction over the County or the Mortgaged Property that are necessary for operation of the Mortgaged Property as currently being operated. (j) The County acknowledges and agrees that this transaction is an arm’s length commercial transaction between the County and the Lender and its affiliates, (ii) in connection with such principles of equity transaction, the Lender and its affiliates are acting solely as a court having proper jurisdiction may impose;principal and not as an advisor including, without limitation, a “Municipal Advisor” as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the “Municipal Advisor Rules”), agent or a fiduciary of the County, (iii) the Lender and its affiliates are relying on the bank exemption in the Municipal Advisor Rules, (iv) the Lender and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the County with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Lender or any affiliate of the Lender, has provided other services or advised, or is currently providing other services or advising the County on other matters), (v) the Lender and its affiliates have financial and other interests that differ from those of the County, and (vi) the County has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. (k) The County shall not (i) request the assignment of a rating on this Agreement by any municipal securities rating agency, (ii) register this Agreement with The Depositary Trust Company or any other securities depository, (iii) offer this Agreement pursuant to any type of offering document or official statement or (iv) request the assignment of a CUSIP number by Standard & Poor's CUSIP Service unless otherwise required by applicable law.

Representations and Warranties of the County. The County representsmakes the following representations and warranties, warrants and covenants to and with all of which shall survive the Bank (all such representations, warranties and covenants to be continuing) thatdelivery of the Bond: (a) The County is a political subdivision of the State, validly organized and existing under the laws Commonwealth of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder;Virginia. (b) The County agrees that during has the term of this Contractpower to enter into the Documents and by proper corporate action, it will take no action that would adversely affect its existence as a political subdivision in good standing in has duly authorized the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder;Documents. (c) This ContractThe facilities refinanced by proceeds of the Bond constitute “authority facilities” within the meaning of the Act, whose primary purposes are their use as capital improvements for the Deed County and the School Board. The County or the School Board has obtained or will obtain all licenses, permits and consents required for the use and occupancy of Trust the Leased Property. (d) The proceeds of the sale of the Bond will be applied as described in the Bond. (e) The execution and all delivery of the Documents and the performance by the County of its obligations thereunder will not conflict with or constitute a breach or result in a default under (i) any federal or Virginia constitutional or statutory provision, (ii) any agreement or other documents relating hereto instrument to which the County is a party or by which it is bound, or (iii) any order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the County or its property. (f) No consent, approval, authorization or order of any governmental or regulatory authority is required to be obtained by the County as a condition precedent to the execution and theretodelivery by the County of the Documents or the performance by the County of its obligations thereunder. (g) The County is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred. No event has occurred or is continuing that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (h) The County is not in violation in any material respect of any existing law, rule or regulation applicable to it and is not in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County is a party or by which it is bound or to which any of its assets are subject, and the performance of the County’s obligations hereunder execution and thereunder, have been duly and validly authorized, executed and delivered delivery by the County of the Documents and approved the compliance with the terms and conditions thereof will not conflict with or result in the breach of or constitute a default under all lawsany of the foregoing. (i) There is no litigation at law or in equity, regulations and procedures applicable or any proceeding before any governmental agency, pending or, to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations knowledge of the County, enforceable threatened, in which any liability of the County is not adequately covered by insurance or in which any judgment or order directed to the County would have a material adverse effect upon the operations or assets of the County or affect the validity of (i) the organization and existence of the County, (ii) its authority to execute and deliver the Documents, (iii) the validity or enforceability of any such instruments or the transactions contemplated thereby, (iv) the titles of the officers who executed or will execute such instruments, or (v) any authority or proceedings relating to the execution and delivery of such instruments by the County. (j) The audited financial statements of the County fairly present the County’s financial condition as of the dates indicated and the results of its operations for the periods specified, and the County has no reason to believe that such summary and financial statements have not been prepared in accordance with their respective termsgenerally accepted accounting principles consistently applied. There has been no material adverse change in the condition, subject to bankruptcyfinancial or otherwise, insolvency and other laws affecting of the enforcement of creditors’ rights generally and such principles of equity as a court having proper jurisdiction may impose;County since June 30, 2015.