Common use of Representations and Warranties of the Governmental Lender Clause in Contracts

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents and warrants as follows: (a) The Governmental Lender is a public body, corporate and politic, duly organized, validly existing and in good standing under the laws of the State. (b) The Governmental Lender has all necessary power and authority to issue the Governmental Note and to execute and deliver this Funding Loan Agreement, the Project Loan Agreement and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of the Governmental Lender requested to be taken by the Funding Lender to that end has been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental Lender, and assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT, AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT LOAN OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF.

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents represents, warrants and warrants as followscovenants that: (a) The Governmental Lender is a public body, corporate and politic, duly organized, validly organized and existing and in good standing under the laws of the State. (b) The Under the provisions of the Act, the Governmental Lender has the power, and has taken all official actions necessary power and authority (i) to issue the Governmental Note and to execute and deliver enter into this Funding Loan Agreement, the Project Borrower Loan Agreement and the other Financing Documents to which it is a party, and Regulatory Agreement; (ii) to perform its duties and discharge its obligations hereunder and thereunder; and (iii) to consummate all other transactions on its part contemplated by this Borrower Loan Agreement. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of Documents to which the Governmental Lender requested to be taken by the Funding Lender to that end has is a party have been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental Lender, and assuming due authorizationthe Governmental Lender has taken such actions as are necessary to cause the Loan Documents to which it is a party, execution and delivery when executed by the other respective parties thereto, constitute to be valid and binding obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights generally of creditors generally. (d) The execution and delivery of this Borrower Loan Agreement and the application Regulatory Agreement, the performance by the Governmental Lender of equitable principlesits obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby, including, without limitation, the loaning of the amounts herein set forth to the Borrower, do not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any agreement, instrument or commitment to which the Governmental Lender is a party or by which the Governmental Lender or any of its property is bound. (e) There is no action, suit, proceeding, inquiry or investigation served upon the Governmental Lender and, to the knowledge of the Governmental Lender, threatened against the Governmental Lender by or before any court, governmental agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the Board of Directors of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of this Borrower Loan Agreement, the Regulatory Agreement or the loaning of the amounts herein set forth to the Borrower; (iii) affects or questions the validity or enforceability of this Borrower Loan Agreement or the Regulatory Agreement; or (iv) questions the power or authority of the Governmental Lender to carry out the transactions on its part contemplated by this Borrower Loan Agreement or the Regulatory Agreement. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATIONThe Governmental Lender makes no representation or warranty that the Project will be adequate or sufficient for the purposes of the Borrower. Nothing in this Borrower Loan Agreement shall be construed as requiring the Governmental Lender to provide any financing for the Project other than the proceeds of the Borrower Loan, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT, AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT LOAN OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOFor to provide sufficient moneys for all of the costs of the Project.

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents and warrants as follows:The (a) The Governmental Lender is a public bodymunicipal corporation and charter city, corporate organized and politic, duly organized, validly existing and in good standing under the laws of the State. (b) The Under the provisions of the Act, the Governmental Lender has the power, and has taken all official actions necessary power and authority (i) to issue the Governmental Note and to execute and deliver enter into this Funding Loan Agreement, the Project Borrower Loan Agreement and the other Financing Documents to which it is a party, and Regulatory Agreement; (ii) to perform its duties and discharge its obligations hereunder and thereunder; and (iii) to consummate all other transactions on its part contemplated by this Borrower Loan Agreement. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of Documents to which the Governmental Lender requested to be taken by the Funding Lender to that end has is a party have been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental Lender, and assuming due authorizationthe Governmental Lender has taken such actions as are necessary to cause the Loan Documents to which it is a party, execution and delivery when executed by the other respective parties thereto, constitute to be valid and binding obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights generally of creditors generally. (d) The execution and delivery of this Borrower Loan Agreement and the application Regulatory Agreement, the performance by the Governmental Lender of equitable principlesits obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby, including, without limitation, the loaning of the amounts herein set forth to the Borrower, do not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any agreement, instrument or commitment to which the Governmental Lender is a party or by which the Governmental Lender or any of its property is bound. (e) There is no action, suit, proceeding, inquiry or investigation served upon the Governmental Lender and, to the knowledge of the Governmental Lender, threatened against the Governmental Lender by or before any court, governmental agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the Board of Directors of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of this Borrower Loan Agreement, the Regulatory Agreement or the loaning of the amounts herein set forth to the Borrower; (iii) affects or questions the validity or enforceability of this Borrower Loan Agreement or the Regulatory Agreement; or (iv) questions the power or authority of the Governmental Lender to carry out the T-29649.004\1790693 transactions on its part contemplated by this Borrower Loan Agreement or the Regulatory Agreement. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATIONThe Governmental Lender makes no representation or warranty that the Project will be adequate or sufficient for the purposes of the Borrower. Nothing in this Borrower Loan Agreement shall be construed as requiring the Governmental Lender to provide any financing for the Project other than the proceeds of the Borrower Loan, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT, AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT LOAN OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOFor to provide sufficient moneys for all of the costs of the Project.

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents and warrants makes the following representations as followsof the Closing Date: (a) The Governmental Lender is a public body, corporate municipal corporation and politic, duly organized, validly charter city organized and existing under its charter and in good standing under the laws of the State. (b) The Under the provisions of the Act, the Governmental Lender has the power, and has taken all official actions necessary power and authority (i) to issue enter into the Governmental Note and to execute and deliver this Funding Bank Loan Agreement, the Project Loan Agreement and the other Financing Documents to which it is a party, and or (ii) to perform its duties and discharge its obligations hereunder and thereunder, and (iii) to consummate all other transactions on its part contemplated by this Bank Loan Agreement. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Bank Loan Agreement, and all action on the part of Documents to which the Governmental Lender requested to be taken by the Funding Lender to that end has is a party have been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental LenderLender and the Governmental Lender has taken such actions as are necessary to cause the Bank Loan Documents to which it is a party, and assuming due authorization, execution and delivery when executed by the other respective parties thereto, constitute to be valid and binding limited obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights generally of creditors generally. (d) The execution and delivery of Bank Loan Documents to which it is a party, the performance by the Governmental Lender of its obligations hereunder and thereunder and the application consummation of equitable principlesthe transactions on its part contemplated hereby and thereby, will not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any agreement, instrument or commitment to which the Governmental Lender is a party or by which the Governmental Lender or any of its property is bound. (e) The Governmental Lender has not been served with any action, suit, proceeding, inquiry or investigation or, to the knowledge of the Governmental Lender, no action, suit, proceeding, inquiry or investigation is threatened against the Governmental Lender by or before any court, governmental agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the City Council of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Bank Loan Documents to which the Governmental Lender is a party, or the loaning of the Bank Loan as herein set forth; (iii) affects or questions the validity or enforceability of the Bank Loan Documents; or (iv) questions the power or authority of the Governmental Lender to carry out the transactions on its part contemplated by the Bank Loan Documents. (f) The revenues and receipts to be derived from the Borrower Loan Agreement and the Borrower Notes have not been pledged by the Governmental Lender to secure any of its notes or bonds other than the Bank Loan as evidenced by the Governmental Lender Notes. (g) The Governmental Lender will not create, authorize or approve any mortgage, pledge, lien, charge or encumbrance of any kind on the Security or any part thereof prior to or on parity with the lien of this Bank Loan Agreement, except as expressly permitted or contemplated by the Bank Loan Documents. (h) CDLAC has provided, in its Resolution No. 21-180 adopted August 11, 2021, $31,341,010 of the State of California’s 2021 private activity bond volume cap under section 146 of the Code to the Governmental Lender for the Governmental Lender Tax- Exempt Note, and the Governmental Lender will comply with the requirements of the Code with respect to such allocation. The Governmental Lender has applied the alternative option under clause (2) of the first paragraph of Section 3.01 of IRS Notice 2011-63 with respect to the issue date of the Governmental Lender Tax-Exempt Note; and, in connection therewith, has included the information on Form 8038 filed for the Governmental Lender Tax-Exempt Note that is required by section 3.03 of said Notice. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT, PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT BANK LOAN OR THE BORROWER LOAN, OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF.

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents represents, warrants and warrants as followscovenants that: (a) The Governmental Lender is a public body, corporate and politic, duly organized, validly organized and existing and in good standing under the laws of the StateState and is duly authorized to execute and deliver the Governmental Lender Note and to perform its obligations under this Borrower Loan Agreement. (b) All requirements have been met and procedures have occurred as required by the Act and the laws of the State in order to authorize the execution and delivery by the Governmental Lender of this Borrower Loan Agreement. The Governmental Lender has taken all necessary power action and authority has complied with all provisions of the Act required to issue make this Borrower Loan Agreement a valid and binding limited obligation of the Governmental Note and Lender, except to execute and deliver this Funding Loan Agreementthe extent limited by bankruptcy, insolvency or other laws affecting the Project Loan Agreement and enforcement of creditors’ rights generally, by the other Financing Documents to which it application of equitable principles regardless of whether enforcement is sought in a partyproceeding at law or in equity, and to perform its duties and discharge its obligations hereunder and thereunderor by public policy. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of Documents to which the Governmental Lender requested to be taken by the Funding Lender to that end has is a party have been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental Lender, and assuming due authorizationthe Governmental Lender has taken such actions as are necessary to cause the Loan Documents to which it is a party, execution when duly authorized, executed and delivery delivered by the other respective parties thereto, constitute to be valid and binding obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights generally and of creditors generally. (d) To the application best knowledge of equitable principles. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATIONthe Governmental Lender, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECTthere is no action, AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTSsuit, MATERIALSproceeding, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT LOAN OR AS TO THE CORRECTNESSinquiry or investigation by or before any court, COMPLETENESS OR ACCURACY THEREOF.governmental agency or public board or body pending with respect to which the Governmental Lender has been served with process or threatened against the Governmental Lender that (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the Board of Supervisors of the Governmental Lender;

Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents makes the following representations and warrants as followswarranties: (a) The Governmental Lender is a public body, body corporate and politic, duly organized, validly organized and existing and in good standing under the laws of the State. (b) The Under the provisions of the Act, the Governmental Lender has the power, and has taken all official actions necessary power and authority (i) to issue enter into the Governmental Note and to execute and deliver this Funding Loan Agreement, the Project Loan Agreement and the other Financing Documents to which it is a party, and or (ii) to perform its duties and discharge its obligations hereunder and thereunder, and (iii) to consummate all other transactions on its part contemplated by this Funding Loan Agreement. (c) The Revenues and Pledged Security are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of Documents to which the Governmental Lender requested to be taken by the Funding Lender to that end has is a party have been duly and validly taken. (d) This Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement, the Assignment and the endorsement to the Project Note have been validly authorized, executed and delivered by the Governmental LenderLender and the Governmental Lender has taken such actions as are necessary to cause the Funding Loan Documents to which it is a party, and assuming due authorization, execution and delivery when executed by the other respective parties thereto, constitute to be valid and binding limited obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights generally of creditors generally. (d) The execution and delivery of Funding Loan Documents to which it is a party, the performance by the Governmental Lender of its obligations hereunder and thereunder and the application consummation of equitable principlesthe transactions on its part contemplated hereby and thereby, will not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any agreement, instrument or commitment to which the Governmental Lender is a party or by which the Governmental Lender or any of its property is bound. (e) The Governmental Lender has not been served with any action, suit, proceeding, inquiry or investigation and, to the knowledge of the Governmental Lender, no action, suit, proceeding, inquiry or investigation is threatened against the Governmental Lender by or before any court, governmental agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the governing board of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Funding Loan Documents to which the Governmental Lender is a party, or the loaning of the Funding Loan as herein set forth; (iii) affects or questions the validity or enforceability of the Funding Loan Documents; or (iv) questions the power or authority of the Governmental Lender to carry out the transactions on its part contemplated by the Funding Loan Documents. (f) The revenues and receipts to be derived from the Borrower Loan Agreement and the Borrower Notes have not been pledged by the Governmental Lender to secure any of its notes or bonds other than the Funding Loan evidenced by the Funding Loan Notes. (g) The Governmental Lender will not create, authorize or approve any mortgage, pledge, lien, charge or encumbrance of any kind on the Security or any part thereof prior to or on parity with the lien of this Funding Loan Agreement, except as expressly permitted or contemplated by the Funding Loan Documents. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATIONNothing in this Funding Loan Agreement shall be construed as requiring the Governmental Lender to provide any financing for the Development other than the proceeds of the Funding Loan, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT, AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE PROJECT LOAN OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOFor to provide sufficient moneys for all of the costs of the Development.