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

Representations and Warranties of the District. The District hereby represents and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under the laws of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has full power and authority pursuant to the laws of the Commonwealth to enter into this Agreement and consummate all transactions contemplated by this Agreement and to sell and deliver the Tax Claims to XXX as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by this Agreement, and all present approvals, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power of the Commonwealth nor the District is pledged for the payment of the principal and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, 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 District, or to the best knowledge of the District, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which, in any way would adversely affect the validity of this Agreement, or instrument to which the District is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and the other necessary and related documents, and compliance with the provisions thereof, will not conflict with or constitute, on the part of the District, a violation of, breach of or default under its charter or any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District is bound, or, to the knowledge of the District, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the District or any of its activities or properties, and all present consents, approvals, authorizations and orders of governmental or regulatory authorities are required for the consummation of the transactions contemplated thereby have been obtained, it being understood, however, that the District will transfer said payments to XXX upon their receipt for the use of XXX as contemplated herein (or have such payments deposited into a lock box account with Firstrust) and it being further understood that at such time that payments can be made directly to XXX because of an amendment to the RETSL or otherwise, then the District and XXX shall reasonably cooperate with each other to effect such direct payments; This Agreement, when executed and delivered, will be a legal, valid and binding obligation of the District enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; The District has legal title to the Tax Claims free and clear without liens or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigation.

Representations and Warranties of the District. The District, by its acceptance hereof, represents, warrants and covenants to the Underwriters that: (a) The Series Resolution was duly adopted by the Board and the District hereby represents has, and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under at the laws date of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has Closing will have, full legal right, power and authority pursuant to the laws of the Commonwealth (i) to enter into this Bond Purchase Agreement, the Continuing Disclosure Agreement and consummate all transactions contemplated by this Agreement and the Master Trust Indenture, (ii) to sell and deliver cause the Tax Claims Bonds to XXX be issued and delivered to the Underwriters as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District (iii) to carry out, give effect to out and consummate the transactions contemplated by this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement; and the District has complied, and will at the Closing be in compliance in all present approvalsrespects, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power terms of the Commonwealth nor Act and with the obligations on its part contained in this Bond Purchase Agreement. (b) The District is pledged for hereby ratifies and approves the payment Preliminary Official Statement, and hereby authorizes and approves the Official Statement substantially in the form of the principal Preliminary Official Statement; this Bond Purchase Agreement constitutes a legal, valid and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, 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 District, or to the best knowledge binding obligation of the District; and the Bonds, any basis thereforewhen executed and delivered to the Underwriters, wherein an unfavorable decisionwill constitute legal, ruling or finding would adversely affect valid and binding obligations of the transactions contemplated hereby or which, in any way would adversely affect District. (c) The adoption of the validity Series Resolution and execution and delivery by the District of this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Master Trust Indenture (or any other instrument to which the District is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and hereby or by the other necessary and related documentsOfficial Statement, the Series Resolution or the Master Trust Indenture), and compliance with the provisions thereofof each such instrument, has not constituted and will not conflict with or constitute, on the part of the District, constitute a violation breach of, breach of or default under its charter or under, any statuteother resolution, indenture, mortgagecommitment, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District it is bound, oror under any provision of the South Dakota Constitution or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District or its properties is subject. (d) As of the date thereof, the Preliminary Official Statement did 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 the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this paragraph (d) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing by or on behalf of the Underwriters expressly for use in the Preliminary Official Statement. (e) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in subparagraph (f) of this paragraph 2) at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and 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 the light of the circumstances under which they were made, not misleading. (f) If, after the date of this Bond Purchase Agreement and during the period up to a date twenty-five (25) days following the End of the Underwriting Period (hereinafter defined), any event shall occur to the knowledge of the DistrictDistrict which might cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, any orderin the light of the circumstances under which they were made, rule or regulation not misleading, the District shall notify the Underwriters, and if in the opinion of any court or governmental agency or body having jurisdiction over the District or the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District shall at its expense supplement or amend the Official Statement in a form and manner approved by the Underwriters and its counsel and furnish to the Underwriters a reasonable number of copies of such supplement or amendment. For purposes of this Bond Purchase Agreement, “End of the Underwriting Period” shall mean the date on which the End of the Underwriting Period for the Bonds has occurred under SEC Rule 15c2-12. (g) If the Official Statement is supplemented or amended, at the time of each such supplement or amendment, the Official Statement as so supplemented or amended will not contain any untrue statement of its activities a material fact or propertiesomit 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. (h) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriters may designate, and all present consents, approvals, authorizations (ii) determine the eligibility of the Bonds for investment under the laws of such states and orders of governmental or regulatory authorities are other jurisdictions and the District shall use its best efforts to continue such qualifications in effect so long as required for the consummation distribution of the transactions contemplated thereby have been obtained, it being understoodBonds; provided, however, that the District will transfer said payments shall not be required to XXX upon their receipt for the use execute a general or special consent to service of XXX as contemplated herein process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (or have such payments deposited into a lock box account with Firstrusti) and it being further understood that at such time that payments can be made directly to XXX because Any certificate signed by an official of an amendment to the RETSL or otherwise, then the District and XXX delivered to the Underwriters shall reasonably cooperate with each other be deemed to effect such direct payments; This Agreement, when executed and delivered, will be a representation and warranty by the District to the Underwriters as to the statements made therein. (j) The District acknowledges and agrees that: (i) the transactions contemplated by this Bond Purchase Agreement are arm’s length, commercial transactions between the District and the Underwriters in which the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the District, irrespective of whether any Underwriters or any of its affiliates have provided other services or is currently providing other services to the District on other matters; (ii) the only obligations the Underwriters have to the District with respect to the transactions contemplated hereby expressly are set forth in this Bond Purchase Agreement and any other additional agreements that the Underwriters are a party to in connection with the transaction; and (iii) the District has consulted its own legal, valid accounting, tax, financial and binding obligation of the District enforceable in accordance with its termsother advisors, except as such enforcement may be limited by bankruptcyapplicable, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; The District has legal title to the Tax Claims free and clear without liens or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigationextent it has deemed appropriate.

Representations and Warranties of the District. The District hereby represents and warrants: warrants to the Purchaser that: (a) The District is a Second Class Pennsylvania School District duly school district organized and existing under the laws of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of Constitution and the laws of the Commonwealth relating to State of California (the sale of the Tax Claims “State”), and has full all necessary power and authority pursuant to the laws of the Commonwealth to enter into this Agreement and consummate all transactions contemplated by this Agreement and to sell and deliver the Tax Claims to XXX as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of perform its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by duties under this Agreement, the Site and all present approvalsFacility Lease and the Lease Agreement (collectively, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; “District Documents”). (b) Neither the full faith and credit nor the taxing power of the Commonwealth nor the District is pledged for the payment of the principal and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, 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 District, or to the best knowledge of the District, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which, in any way would adversely affect the validity of this Agreement, or instrument to which the District is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby; The execution and delivery of the District Documents, nor the execution of this Agreement and the other necessary and related documentsAgreement, and compliance with the provisions on the District’s part contained therein, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of the terms hereof and thereof, will not conflict materially conflicts with or constitute, on the part of the District, constitutes a violation of, material breach of or default under its charter or nor materially contravenes any statutelaw, administrative regulation, judgment, decree, loan agreement, indenture, mortgagebond, deed of trustnote, note resolution, agreement or other agreement or instrument to which the District is a party or by which is otherwise subject, nor does any such execution, delivery, adoption or compliance result in the security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the District is boundunder the terms of any such law, oradministrative regulation, to judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the knowledge of District Documents. (c) The District Documents have been duly authorized by the District, any orderand, rule or regulation of any court or governmental agency or body having jurisdiction over assuming due authorization, execution and delivery by the District or any of its activities or properties, and all present consents, approvals, authorizations and orders of governmental or regulatory authorities are required for the consummation of the transactions contemplated thereby have been obtained, it being understood, however, that the District will transfer said payments to XXX upon their receipt for the use of XXX as contemplated herein (or have such payments deposited into a lock box account with Firstrust) and it being further understood that at such time that payments can be made directly to XXX because of an amendment to the RETSL or otherwise, then the District and XXX shall reasonably cooperate with each other to effect such direct payments; This Agreement, when executed and deliveredparties thereto, will be a constitute legal, valid and binding obligation agreements of the District enforceable in accordance with its their respective terms, except as such the enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights in general generally and by general equity the application of equitable principles if sought and by the limitations on legal remedies imposed on actions against cities in the State of California. (regardless d) There is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory agency having jurisdiction over the District required for the execution and delivery of whether such enforcement the District Documents or the consummation by the District of the other transactions contemplated by the District Documents. (e) There is considered in a proceeding in equity no action, suit, proceeding, inquiry or at law); To investigation before or by any court or federal, state, municipal or other Governmental Authority pending and notice of which has been served on the District or, to the knowledge of the District without having undertaken any after reasonable investigation, no Tax Claim certificate constituting a portion of threatened against or affecting the Tax Claims relates to property which is District or the site of an existing assets, properties or potential environmental hazard; The organizational documents operations of the District are in full force and effect; The District has legal title which, if determined adversely to the Tax Claims free and clear without liens District or encumbrances of any kind affecting its interests, would have a Material Adverse Effect upon the District's ownership thereof; The conveyance consummation of the Tax Claims to XXX pursuant to this Agreement is a valid transfer transactions contemplated by or the validity of the District Documents or upon the financial condition, assets, properties or operations of the District's ownership interest therein, and the District is not in default 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 might have consequences that would have a Material Adverse Effect on the consummation of the transactions contemplated by this Lease Agreement, or the financial condition, assets, properties or operations of the District and on the District’s ability to make Lease Payment. (f) By official action of the District prior to or concurrently with the execution hereof, the District has duly authorized and approved the execution and delivery of, and the performance by the District of the obligations on its part contained in the District Documents and the consummation by it of all other transactions contemplated by this Agreement. (g) The District is not in breach of or default under any material applicable law or administrative regulation of the State of California or the United States or any material applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or is otherwise subject and in connection with which the District is obligated to make payments from its own funds, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument the consequence of which could be to materially and adversely affect the performance of the District under the District Documents. (h) The District will deliver all opinions, certificates, letters and other instruments and documents reasonably required by the Purchaser and this Agreement. (i) Any certificate of the District delivered to the right Purchaser shall be deemed a representation and warranty by the District to the Purchaser as to the statements made therein. (j) As of cancellation the time of acceptance hereof and as of the Closing Date the District does not and will not have outstanding any indebtedness which is secured by a lien on the District’s general fund or refund the Property, except as more specifically disclosed to the Purchaser. (k) The financial statements of, and other financial information regarding the District delivered to the Purchaser fairly present the financial position and results of the operations of the District as of the dates and for the periods therein set forth herein; and Each Tax Claim delivered pursuant to the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. (l) Between the date of this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List date of Closing Date, the District will not, without independent investigationthe prior written consent of the Purchaser, offer or issue any certificates, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, secured by a lien on the District’s general fund. (m) The District does not enjoy any rights of immunity on the grounds of sovereign immunity in respect of its obligations under the District Agreements or the Assignment Agreement. To the extent the District has or hereafter may acquire under any applicable law any rights to immunity from legal proceedings on the grounds of sovereignty, the District hereby waives, to the extent permitted by law, such rights to immunity for itself in respect of its obligations arising under or related to the District Documents or the Assignment Agreement.

Representations and Warranties of the District. The District, by its acceptance hereof, represents, warrants and covenants to the Underwriters that: (a) The Series Resolution was duly adopted by the Board and the District hereby represents has, and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under at the laws date of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has Closing will have, full legal right, power and authority pursuant to the laws of the Commonwealth (i) to enter into this Bond Purchase Agreement, the Continuing Disclosure Agreement and consummate all transactions contemplated by this Agreement and the Master Trust Indenture, (ii) to sell and deliver cause the Tax Claims Bonds to XXX be issued and delivered to the Underwriters as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District (iii) to carry out, give effect to out and consummate the transactions contemplated by this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement; and the District has complied, and will at the Closing be in compliance in all present approvalsrespects, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power terms of the Commonwealth nor Act and with the obligations on its part contained in this Bond Purchase Agreement. (b) The District is pledged for hereby ratifies and approves the payment Preliminary Official Statement, and hereby authorizes and approves the Official Statement substantially in the form of the principal Preliminary Official Statement; this Bond Purchase Agreement constitutes a legal, valid and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, 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 District, or to the best knowledge binding obligation of the District; and the Bonds, any basis thereforewhen executed and delivered to the Underwriters, wherein an unfavorable decisionwill constitute legal, ruling or finding would adversely affect valid and binding obligations of the transactions contemplated hereby or which, in any way would adversely affect District. (c) The adoption of the validity Series Resolution and execution and delivery by the District of this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Master Trust Indenture (or any other instrument to which the District is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and hereby or by the other necessary and related documentsOfficial Statement, the Series Resolution or the Master Trust Indenture), and compliance with the provisions thereofof each such instrument, has not constituted and will not conflict with or constitute, on the part of the District, constitute a violation breach of, breach of or default under its charter or under, any statuteother resolution, indenture, mortgagecommitment, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District it is bound, oror under any provision of the South Dakota Constitution or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District or its properties is subject. (d) As of the date thereof, the Preliminary Official Statement did 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 the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this paragraph (d) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing by or on behalf of the Underwriters expressly for use in the Preliminary Official Statement. (e) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in subparagraph (f) of this paragraph 2) at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and 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 the light of the circumstances under which they were made, not misleading. (f) If, after the date of this Bond Purchase Agreement and during the period up to a date twenty-five (25) days following the End of the Underwriting Period (hereinafter defined), any event shall occur to the knowledge of the DistrictDistrict which might cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, any orderin the light of the circumstances under which they were made, rule or regulation not misleading, the District shall notify the Underwriters, and if in the opinion of any court or governmental agency or body having jurisdiction over the District or the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District shall at its expense supplement or amend the Official Statement in a form and manner approved by the Underwriters and its counsel and furnish to the Underwriters a reasonable number of copies of such supplement or amendment. For purposes of this Bond Purchase Agreement, “End of the Underwriting Period” shall mean the date on which the End of the Underwriting Period for the Bonds has occurred under SEC Rule 15c2-12. (g) If the Official Statement is supplemented or amended, at the time of each such supplement or amendment, the Official Statement as so supplemented or amended will not contain any untrue statement of its activities a material fact or propertiesomit 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. (h) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriters may designate, and all present consents, approvals, authorizations (ii) determine the eligibility of the Bonds for investment under the laws of such states and orders of governmental or regulatory authorities are other jurisdictions and the District shall use its best efforts to continue such qualifications in effect so long as required for the consummation distribution of the transactions contemplated thereby have been obtained, it being understoodBonds; provided, however, that the District will transfer said payments shall not be required to XXX upon their receipt for the use execute a general or special consent to service of XXX as contemplated herein process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (or have such payments deposited into a lock box account with Firstrusti) and it being further understood that at such time that payments can be made directly to XXX because Any certificate signed by an official of an amendment to the RETSL or otherwise, then the District and XXX delivered to the Underwriters shall reasonably cooperate be deemed to be a representation and warranty by the District to the Underwriters as to the statements made therein. (j) The District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s-length, commercial transaction between the District and the Underwriters in which each Underwriter is acting solely as a principal and is not acting as a municipal advisor (within the meaning of Section 15B of the Securities Exchange Act), financial advisor or fiduciary to the District, (ii) the Underwriters have not assumed (individually or collectively) any advisory or fiduciary responsibility to the District with each other respect to effect such direct payments; This this Bond Purchase Agreement, when executed the offering of the Bonds and deliveredthe discussions, will be a legalundertakings and procedures leading thereto (irrespective of whether any Underwriter, valid or any affiliate of an Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriters have to the District with respect to the transactions contemplated hereby are set forth in this Bond Purchase Agreement and binding obligation the Agreement for Investment Banking Services between the Representative and the District, (iv) the Underwriters have financial and other interests that differ from those of the District enforceable in accordance and (v) the District has consulted with its termsown legal, except accounting, tax, financial and other advisors, as such enforcement may be limited by bankruptcyapplicable, insolvency, reorganization, moratorium or other similar laws affecting to the enforcement of creditors' rights in general and by general equity principles extent it has deemed appropriate. (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; k) The District has legal title to entered or will enter into the Tax Claims free and clear without liens Continuing Disclosure Agreement and, unless otherwise described in the Official Statement or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant below, the District has not failed during the previous five years to this Agreement is correctly and accurately identified comply in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigationall material respects with any previous undertakings in a written continuing disclosure contract or agreement under SEC Rule 15c2-12.

Representations and Warranties of the District. The District hereby represents makes the following covenants, representations and warrants: warranties to the Lender as of the date of the execution and delivery of this Loan Agreement: (a) The District is a Second Class Pennsylvania School District county water district duly organized and existing under the laws of the Commonwealth State of Pennsylvania; California. (b) The District has complied with the relevant provisions of full legal right, power and authority under the laws of the Commonwealth relating State to adopt the sale of the Tax Claims Resolution and has full power and authority pursuant to the laws of the Commonwealth to enter into this Loan Agreement and consummate to enter into the transactions contemplated herein, and to carry out its obligations under the Loan Agreement and the transactions contemplated herein, and to carry out its obligations hereunder and under the Resolution. (c) With the exception of the pledge of the Net Revenues, RUWAP Funds and the State Loan Proceeds relating to the Loan made hereunder and in connection with any other Parity Debt (in the case of Net Revenues and RUWAP Funds regarding other costs related to the Project), the Net Revenues, RUWAP Funds and the State Loan Proceeds have not otherwise been pledged to make payments, and there are no other liens against the Net Revenues, RUWAP Funds and the State Loan Proceeds, senior to, or on parity with, the Loan Payments. (d) By all necessary official action, the District has duly adopted the Resolution, has duly authorized and approved the execution and delivery of, and the performance of its obligations under, this Loan Agreement and the consummation by it of all other transactions contemplated by this Loan Agreement and to sell the Resolution. When executed and deliver the Tax Claims to XXX as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by this Agreement, and all present approvals, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted delivered by the District's Board pursuant to applicable law , this Loan Agreement and is the Loan will be in full force and effect and has not been modifiedwill constitute legal, amendedvalid and binding agreements or obligations of the District, revoked enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or rescinded since similar laws or equitable principles relating to or limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State. (e) The District’s audited financial statements for the period ended June 30, 2016, presents fairly the financial condition of the District and the Enterprises as of the date hereof and the results of operation for the period covered thereby. Except as has been disclosed to the Lender, there has been no change in the financial condition of the District or the Enterprises since June 30, 2016, that will materially impair its ability to perform its obligations under this Loan Agreement. All information provided by the District to the Lender with respect to the financial performance of the Enterprises is accurate in all material respects as of its enactment; Neither respective date and does not omit any information necessary to make the full faith and credit nor information provided not misleading. (f) As currently conducted, the taxing power District’s activities with respect to the Enterprises are in all material respects in compliance with all applicable laws, administrative regulations of the Commonwealth nor State of California and of the United States and any agency or instrumentality of either, and any judgment or decree to which the District is pledged for the payment subject. (g) The District is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the principal State or of the United States or any agency or instrumentality of either or any judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject (including, without limitation, the Resolution and this Loan Agreement), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the adoption of the Resolution, the execution, delivery and making of the Loan and the execution and delivery of this Loan Agreement and compliance with the District’s obligations herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, agreement, mortgage, lease or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest evidenced and represented by or encumbrance of any nature whatsoever upon any of the note property or assets of the District or under the terms of any such law, regulation or instruments, except as provided for in by the repurchase Resolution and refund sections set forth above; Except as disclosed on Exhibit 4.01(hthis Loan Agreement. (h) annexed hereto, there is no No action, suit, proceeding proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body body, is pending or or, to the best of the District’s knowledge, threatened against the District: (i) in any way affecting the existence of the District or in any way challenging the respective powers of the several offices or the titles of the officials of the District to such offices; (ii) affecting or seeking to prohibit, restrain or enjoin the making, execution or delivery of the Loan or this Loan Agreement or the application of the proceeds of the Loan; (iii) in any way contesting or affecting, as to the District, the validity or enforceability of the Resolution, the Loan or this Loan Agreement; (iv) in any way contesting the powers of the District or its authority with respect to make or delivery of the Loan, the adoption of the Resolution, or the execution and delivery of this Loan Agreement; (v) contesting the exclusion from gross income of interest on the Loan for federal income tax purposes; or (vi) in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby or that might materially adversely affect the ability of the District to perform and satisfy its obligations under the Loan or this Loan Agreement; nor to the best knowledge of the District, ’s knowledge is there any basis thereforefor any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby proceedings authorizing the Resolution, the Loan or whichthis Loan Agreement or the performance by the District of its obligations thereunder, or the authorization, execution, delivery or performance by the District of the Loan, the Resolution or this Loan Agreement. (i) The District is not in default, and at no time has defaulted in any way material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding. (j) All consents, approvals, authorizations, orders, licenses or permits of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter, that are required for the due authorization by, or that would constitute a condition precedent to or the absence of which would materially adversely affect the validity making or accepting of the Loan and the execution, delivery of and performance of this Loan Agreement by the District have been duly obtained (except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds, as to which no representation is made). (k) The District has the legal authority to apply and will apply, or cause to be applied, the proceeds from the Loan as provided in and subject to all of the terms and provisions of the governing law, the Resolution and this Loan Agreement, and will not take or instrument omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Loan. (l) The District has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the District is a party and which is used or contemplated for use in consummation bond issuer whose arbitrage certificates may not be relied upon. (m) Any certificate, signed by any official of the transactions contemplated hereby; The execution and delivery of this Agreement and the other necessary and related documents, and compliance District authorized to do so in connection with the provisions thereoftransactions described in this Loan Agreement, will shall be deemed a representation and warranty by the District to the Lender as to the statements made therein. (n) Since the most current date of the information, financial or otherwise, supplied by the District to the Lender: (i) There has been no change in the assets, liabilities, financial position or results of operations of the District which might reasonably be anticipated to cause a Material Adverse Effect; (ii) The District has not conflict with incurred any obligations or constituteliabilities which might reasonably be anticipated to cause a Material Adverse Effect; and (iii) The District has not (A) incurred any material indebtedness, on other than the part Loan Payments and trade accounts payable arising in the ordinary course of the District’s business, a violation of, breach of or default under its charter or any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which (B) guaranteed the District is a party or by which the District is bound, or, to the knowledge of the District, any order, rule or regulation indebtedness of any court or governmental agency or body having jurisdiction over the District or any of its activities or properties, and all present consents, approvals, authorizations and orders of governmental or regulatory authorities are required for the consummation of the transactions contemplated thereby have been obtained, it being understood, however, that the District will transfer said payments to XXX upon their receipt for the use of XXX as contemplated herein other person. (or have such payments deposited into a lock box account with Firstrusto) and it being further understood that at such time that payments can be made directly to XXX because of an amendment to the RETSL or otherwise, then the District and XXX shall reasonably cooperate with each other to effect such direct payments; This Agreement, when executed and delivered, will be a legal, valid and binding obligation of the District enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement The RUWAP Agreement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; effect and the District is able to pledge and use the RUWAP Funds for the purposes of making payments on the Loan, as more fully set forth in this Loan Agreement. (p) The District has legal title applied for the State Loan, expects to use the Tax Claims free State Loan Proceeds, if and clear without liens or encumbrances when received, first for the purpose of making payments under this Loan Agreement and is not aware of any kind affecting reason why the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon State Loan Proceeds could not be used for such representation and the Tax Claim List without independent investigationpurpose.

Representations and Warranties of the District. The District, by its acceptance hereof, represents, warrants and covenants to the Underwriters that: (a) The Series Resolution was duly adopted by the Board and the District hereby represents has, and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under at the laws date of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has Closing will have, full legal right, power and authority pursuant to the laws of the Commonwealth (i) to enter into this Purchase Agreement, the Continuing Disclosure Agreement and consummate all transactions contemplated by this Agreement and the Master Trust Indenture, (ii) to sell and deliver cause the Tax Claims Bonds to XXX be issued and delivered to the Underwriters as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District (iii) to carry out, give effect to out and consummate the transactions contemplated by this Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement; and the District has complied, and will at the Closing be in compliance in all present approvalsrespects, whether governmental with the terms of the Act and with the obligations on its part contained in this Purchase Agreement. (b) The District is duly organized and existing municipal conservancy district under the laws of the State of South Dakota, with full legal right, power and authority to undertake the transactions and activities described in and contemplated by the Preliminary Official Statement, the Official Statement and this Purchase Agreement, including without limitation the adoption of the Series Resolution and the Master Trust Indenture, and the other documents and agreements described therein and herein as documents and agreements to which it is a party. (c) The District hereby ratifies and approves the Preliminary Official Statement, and hereby authorizes and approves the Official Statement substantially in the form of the Preliminary Official Statement; this Purchase Agreement constitutes a legal, valid and binding obligation of the District; and the Bonds, when executed and delivered to the Underwriters, will constitute legal, valid and binding obligations of the District. (d) The adoption of the Series Resolution and execution and delivery by the District of this Purchase Agreement, the Continuing Disclosure Agreement and the Master Trust Indenture (or otherwiseany other instrument to which the District is a party used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement, the Series Resolution or the Master Trust Indenture), and compliance with the provisions of each such instrument, has not constituted and will not conflict with or constitute a breach of, or default under, any other resolution, indenture, commitment, agreement or other instrument to which the District is a party or by which it is bound, or under any provision of the South Dakota Constitution or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District or its properties is subject. (e) As of the date thereof, the Preliminary Official Statement did 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 the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this paragraph (d) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing by or on behalf of the Underwriters expressly for use in the Preliminary Official Statement. (f) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in subparagraph (f) of this paragraph 2) at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and 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 the light of the circumstances under which they were made, not misleading. (g) If, after the date of this Purchase Agreement and during the period up to a date twenty-five (25) days following the End of the Underwriting Period (hereinafter defined), any event shall occur to the knowledge of the District which might cause the Official Statement to contain any untrue statement of a material fact or to omit 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, the District shall notify the Underwriters, and if in the opinion of the District or the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District shall at its expense supplement or amend the Official Statement in a form and manner approved by the Underwriter and its counsel and furnish to the Underwriters a reasonable number of copies of such supplement or amendment. For purposes of this Purchase Agreement, “End of the Underwriting Period” shall mean the date on which the End of the Underwriting Period for the Bonds has occurred under SEC Rule 15c2-12. (h) If the Official Statement is supplemented or amended, at the time of each such supplement or amendment, the Official Statement as so supplemented or amended 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 light of the circumstances under which they were made, not misleading. (i) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriters may designate, and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and the District shall use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (j) Any certificate signed by an official of the foregoing have been received; The Resolution has been duly enacted District and delivered to the Underwriters shall be deemed to be a representation and warranty by the District to the Underwriters as to the statements made therein. (k) The District acknowledges and agrees that (i) the transactions contemplated by this Purchase Agreement are arm’s-length, commercial transactions between the District and the Underwriters in which the Underwriters are acting solely as a principal and are not acting as a municipal advisor (within the meaning of Section 15B of the Securities Exchange Act), financial advisor or fiduciary to the District's Board pursuant , (ii) the Underwriters have not assumed (individually or collectively) any advisory or fiduciary responsibility to applicable law the District with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters, or any affiliates of the Underwriters, have provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriters have to the District with respect to the transactions contemplated hereby are set forth in full force this Purchase Agreement and effect (iv) the District has consulted with its own financial and municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. (l) The District has entered or will enter into the Continuing Disclosure Agreement and, unless otherwise described in the Official Statement or set forth below, the District has not been modifiedfailed during the previous five years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under SEC Rule 15c2-12. (m) The District is not in breach of or default under any applicable constitutional provision, amended, revoked law or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power administrative regulation of the Commonwealth nor State of South Dakota or in the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is pledged a party or to which the District is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a default or event of default under any such instrument. (n) No consent, approval, authorization or order of, or filing, registration or declaration with, any court or governmental agency or body which shall not have been obtained on or prior to the Closing is required for the payment issuance, delivery or sale of the principal and interest evidenced and represented by Bonds or the note except as provided for in consummation of the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(hother transactions effected or contemplated herein. (o) annexed hereto, there There is no action, suit, proceeding or investigation at law or in equity before or by any court, public body or board or body pending or threatened against that seeks to restrain or affecting enjoin the Districtissuance or sale of the Bonds, or to the best knowledge of the District, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which, in any way would adversely affect contesting the validity of this Agreementor the power of the District to authorize the issuance of the Bonds, or instrument that seeks to which restrain or enjoin the District is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and documents in connection therewith, or contest the other necessary and related documents, and compliance with the provisions thereof, will not conflict with existence or constitute, on the part power of the District, a violation of, breach of or default under its charter or any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District is bound, or, to the knowledge of the District, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the District or any of its activities or properties, and all present consents, approvals, authorizations and orders of governmental or regulatory authorities are required for the consummation of the transactions contemplated thereby have been obtained, it being understood, however, that the District will transfer said payments to XXX upon their receipt for the use of XXX as contemplated herein (or have such payments deposited into a lock box account with Firstrust) and it being further understood that at such time that payments can be made directly to XXX because of an amendment to the RETSL or otherwise, then the District and XXX shall reasonably cooperate with each other to effect such direct payments; This Agreement, when executed and delivered, will be a legal, valid and binding obligation of the District enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; The District has legal title to the Tax Claims free and clear without liens or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigation.

Representations and Warranties of the District. The District, by its acceptance hereof, represents, warrants and covenants to the Underwriters that: (a) The Series Resolution was duly adopted by the Board and the District hereby represents has, and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under at the laws date of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has Closing will have, full legal right, power and authority pursuant to the laws of the Commonwealth (i) to enter into this Bond Purchase Agreement, the Continuing Disclosure Agreement and consummate all transactions contemplated by this Agreement and the Master Trust Indenture, (ii) to sell and deliver cause the Tax Claims Bonds to XXX be issued and delivered to the Underwriters as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District (iii) to carry out, give effect to out and consummate the transactions contemplated by this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement; and the District has complied, and will at the Closing be in compliance in all present approvalsrespects, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power terms of the Commonwealth nor Act and with the obligations on its part contained in this Bond Purchase Agreement. (b) The District is pledged for hereby ratifies and approves the payment Preliminary Official Statement, and hereby authorizes and approves the Official Statement substantially in the form of the principal Preliminary Official Statement; this Bond Purchase Agreement constitutes a legal, valid and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, 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 District, or to the best knowledge binding obligation of the District; and the Bonds, any basis thereforewhen executed and delivered to the Underwriters, wherein an unfavorable decisionwill constitute legal, ruling or finding would adversely affect valid and binding obligations of the transactions contemplated hereby or which, in any way would adversely affect District. (c) The adoption of the validity Series Resolution and execution and delivery by the District of this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Master Trust Indenture (or any other instrument to which the District is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and hereby or by the other necessary and related documentsOfficial Statement, the Series Resolution or the Master Trust Indenture), and compliance with the provisions thereofof each such instrument, has not constituted and will not conflict with or constitute, on the part of the District, constitute a violation breach of, breach of or default under its charter or under, any statuteother resolution, indenture, mortgagecommitment, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District it is bound, oror under any provision of the South Dakota Constitution or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District or its properties is subject. (d) As of the date thereof, the Preliminary Official Statement did 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 the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this paragraph (d) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing by or on behalf of the Underwriters expressly for use in the Preliminary Official Statement. (e) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in subparagraph (f) of this paragraph 2) at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and 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 the light of the circumstances under which they were made, not misleading. (f) If, after the date of this Bond Purchase Agreement and during the period up to a date twenty-five (25) days following the End of the Underwriting Period (hereinafter defined), any event shall occur to the knowledge of the DistrictDistrict which might cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, any orderin the light of the circumstances under which they were made, rule or regulation not misleading, the District shall notify the Underwriters, and if in the opinion of any court or governmental agency or body having jurisdiction over the District or the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District shall at its expense supplement or amend the Official Statement in a form and manner approved by the Underwriters and its counsel and furnish to the Underwriters a reasonable number of copies of such supplement or amendment. For purposes of this Bond Purchase Agreement, “End of the Underwriting Period” shall mean the date on which the End of the Underwriting Period for the Bonds has occurred under SEC Rule 15c2-12. (g) If the Official Statement is supplemented or amended, at the time of each such supplement or amendment, the Official Statement as so supplemented or amended will not contain any untrue statement of its activities a material fact or propertiesomit 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. (h) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriters may designate, and all present consents, approvals, authorizations (ii) determine the eligibility of the Bonds for investment under the laws of such states and orders of governmental or regulatory authorities are other jurisdictions and the District shall use its best efforts to continue such qualifications in effect so long as required for the consummation distribution of the transactions contemplated thereby have been obtained, it being understoodBonds; provided, however, that the District will transfer said payments shall not be required to XXX upon their receipt for the use execute a general or special consent to service of XXX as contemplated herein process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (or have such payments deposited into a lock box account with Firstrusti) and it being further understood that at such time that payments can be made directly to XXX because Any certificate signed by an official of an amendment to the RETSL or otherwise, then the District and XXX delivered to the Underwriters shall reasonably cooperate with each other be deemed to effect such direct payments; This Agreement, when executed and delivered, will be a legal, valid representation and binding obligation of warranty by the District enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge of the District without having undertaken any investigation, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing or potential environmental hazard; The organizational documents of the District are in full force and effect; The District has legal title to the Tax Claims free and clear without liens or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer of the District's ownership interest therein, subject Underwriters as to the right of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigationstatements made therein.

Representations and Warranties of the District. 3.01. The District hereby represents and warrants: The District is a Second Class Pennsylvania School District duly organized warrants that the following statements shall be true and existing under the laws correct as of the Commonwealth of Pennsylvania; The District has complied with date hereof: (a) the relevant provisions representations and warranties of the laws District contained in Article VI of the Commonwealth relating Agreement and in each of the Related Documents are true and correct on and as of the date hereof as though made on and as of such date (except to the sale extent the same expressly relate to an earlier date and except that the representations contained in Section 6.07 of the Tax Claims and has full power and authority Agreement shall be deemed to refer to the most recent financial statements of the District delivered to the Bank pursuant to the laws Section 5.05(a) of the Commonwealth to enter into this Agreement Agreement); and (b) no Default or Event of Default has occurred and consummate all transactions contemplated by this Agreement and to sell and deliver is continuing or would result from the Tax Claims to XXX as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim execution of the real property identified Amended and Restated Note or this Amendment. 3.02. In addition to the representations given in Article VI of the Tax Claims, including any and all required notice provisions; By Resolution of its School BoardAgreement, the District has authorized the hereby represents and warrants as follows: (a) The execution, delivery and due performance by the District of the Amended and Restated Note and this Agreement and any and all other necessary and related documentsAmendment, and the taking of any and all present action as may be required on performance by the part District of the District to carry out, give effect to and consummate the transactions contemplated by this Agreement, and all present approvalsas amended hereby, whether governmental or otherwiseare within its powers, necessary in connection with the foregoing have been received; The Resolution has been duly enacted authorized by the District's Board pursuant to applicable law all necessary action and is in full force and effect and has do not been modifiedcontravene any law, amendedrule or regulation, revoked any judgment, order or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power of the Commonwealth nor the District is pledged for the payment of the principal and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed decree or any contractual restriction binding on Exhibit 4.01(h) annexed hereto, 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 District. (b) No authorization, approval or other action by, and no notice to the best knowledge of the Districtor filing with, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which, in any way would adversely affect the validity of this Agreement, or instrument to which the District is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and the other necessary and related documents, and compliance with the provisions thereof, will not conflict with or constitute, on the part of the District, a violation of, breach of or default under its charter or any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the District is a party or by which the District is bound, or, to the knowledge of the District, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the District or any of its activities or properties, and all present consents, approvals, authorizations and orders of governmental authority or regulatory authorities are body is required for the consummation due execution, delivery and performance by the District of the transactions contemplated thereby have been obtainedAmended and Restated Note, it being understood, however, that this Amendment or the performance by the District will transfer said payments to XXX upon their receipt for of the use of XXX as contemplated herein (or have such payments deposited into a lock box account with Firstrust) and it being further understood that at such time that payments can be made directly to XXX because of an amendment to the RETSL or otherwise, then the District and XXX shall reasonably cooperate with each other to effect such direct payments; This Agreement, when executed as amended hereby. (c) The Amended and deliveredRestated Note, will be a this Amendment and the Agreement, as amended hereby, constitute legal, valid and binding obligation obligations of the District enforceable against the District in accordance with its their respective terms, except as such that (i) the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium and other laws relating to or other similar laws affecting the enforcement of creditors' ’ rights and remedies generally, as the same may be applied in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); To the knowledge event of the District without having undertaken any investigationbankruptcy, no Tax Claim certificate constituting a portion of the Tax Claims relates to property which is the site of an existing reorganization, insolvency, liquidation or potential environmental hazard; The organizational documents of the District are in full force and effect; The District has legal title to the Tax Claims free and clear without liens or encumbrances of any kind affecting the District's ownership thereof; The conveyance of the Tax Claims to XXX pursuant to this Agreement is a valid transfer similar situation of the District's ownership interest therein, subject and (ii) no representation or warranty is expressed as to the right availability of cancellation or refund as more specifically set forth herein; and Each Tax Claim delivered pursuant to this Agreement is correctly and accurately identified in the Tax Claim List. XXX may rely conclusively upon such representation and the Tax Claim List without independent investigationequitable remedies.