Common use of Representations by the Corporation Clause in Contracts

Representations by the Corporation. The Corporation represents and warrants to the Underwriter that: A. The Corporation has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California with power and authority to own its properties and conduct its business as described in the Prospectus. B. This agreement has been duly authorized, executed and delivered on behalf of the Corporation and is a valid agreement enforceable against the Corporation in accordance with its terms, subject to limitations on the enforceability of agreements under bankruptcy laws, the limitation on the availability of certain remedies under general principles of equity and the unavailability of certain remedies for the breach of agreements under the implied covenant of good faith and fair dealing. C. The Registration Statement has been prepared by the Corporation in conformity with the requirements of the Securities Act of 1933, as amended, (the "Act") and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC"), thereunder and has been filed with the SEC. The Corporation intends to file prior to the effective date of such Registration Statement an amendment thereto by way of response to the comments of the Securities and Exchange Commission. Copies of such Registration Statement have been delivered to the Underwriter. D. When the Registration Statement becomes effective and at all times thereafter until the Offering is completed, the Registration Statement, the Prospectus, and any amendments or additions thereto will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations and will in all respects conform to the requirements of the Act and the Rules and Regulations. Neither the Registration Statement nor the Prospectus, nor any amendment or additions thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. E. The performance of the transactions herein proposed and the fulfillment of the terms hereof will not result in a breach of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which the Corporation is a party, or the charter or bylaws of the Corporation as presently in effect or, to the best of the Corporation's knowledge, any order, rule, or regulation applicable to the Corporation of any court or of any federal or state regulatory body or administrative agency or other governmental body, domestic or foreign, having jurisdiction over the Corporation or its properties. F. No approval, authorization, consent, or other order of any public board or body, other than in connection with or in compliance with the provisions of the Act and the security or blue-sky laws of various states, is legally required for the sale of the Shares. G. Xxxxx Xxxxxxxx LLP, the auditors which have provided an opinion with respect to the audited financial statements of the Corporation which are incorporated in the Prospectus, are independent public accountants as required by the Act and the Rules and Regulations.

Representations by the Corporation. The Corporation represents represents, warrants and warrants covenants to the Underwriter thatLender as follows: A. (a) The Corporation is a nonprofit industrial development corporation, within the meaning of Chapter 504 (formerly Section 4A) of the Act, has been duly all of the rights, powers, privileges, authority and functions given by the general laws of the State to nonprofit corporations incorporated under the Texas Non-Profit Corporation Act, as amended, except as otherwise provided in Section 501.054(a) of the Act (formerly Section 23(a) of the Act), and is a authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Corporation is duly organized, validly existing corporation existing, and in good standing under the laws of the State State. The Corporation has all requisite power, authority and legal right to execute and deliver the Loan Documents and all other instruments and documents to be executed and delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Loan Documents. All corporate action on the part of California with power the Corporation which is required for the execution, delivery, performance and authority to own its properties and conduct its business as described in observance by the Prospectus. B. This agreement Corporation of the Loan Documents has been duly authorizedauthorized and effectively taken, executed and delivered such execution, delivery, performance and observation by the Corporation do not contravene applicable law or any contractual restriction binding on behalf or affecting the Corporation. (c) The Corporation has duly approved the borrowing of funds from the Lender and has received the approval of the City therefor; no other authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required as a condition to the performance by the Corporation of its obligations under any of the Loan Documents. (d) This Agreement and the Series 2021 Note are legally valid and binding obligations of the Corporation and is a valid agreement enforceable against the Corporation in accordance with its their respective terms, subject to limitations on the enforceability of agreements under bankruptcy laws, the limitation on the availability of certain remedies under general principles of equity and the unavailability of certain remedies for the breach of agreements under the implied covenant of good faith and fair dealing. C. The Registration Statement has been prepared by (e) There is no default of the Corporation in conformity the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Loan Documents or the ability of the Corporation to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the requirements lapse of time or the giving of notice, or both, would constitute such a default. (f) There is no pending or, to the knowledge of the Securities Act undersigned officers of 1933the Corporation, as amendedthreatened action or proceeding before any court, governmental agency or department or arbitrator (i) to restrain or enjoin the execution or delivery of this Agreement and the Series 2021 Note or the collection of any Pledged Revenues to pay the Series 2021 Note, (ii) in any way contesting or affecting the "Act"authority for the execution and delivery or the validity of the Loan Documents, or (iii) in any way contesting the levy of the Economic Development Sales and Use Tax or the existence of the Corporation or the title or powers of the officers of the Corporation. (g) In connection with the authorization, execution and delivery of this Agreement and the rules and regulations (Series 2021 Note, the "Rules and Regulations") Corporation has complied with all provisions of the Securities and Exchange Commission (the "SEC"), thereunder and has been filed with the SEC. The Corporation intends to file prior to the effective date of such Registration Statement an amendment thereto by way of response to the comments laws of the Securities and Exchange Commission. Copies of such Registration Statement have been delivered to State, including the UnderwriterAct. D. When the Registration Statement becomes effective (h) The execution and at all times thereafter until the Offering is completed, the Registration Statement, the Prospectus, and any amendments or additions thereto will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations and will in all respects conform to the requirements delivery of the Act and the Rules and Regulations. Neither the Registration Statement nor the Prospectus, nor documents contemplated hereunder do not violate any amendment or additions thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. E. The performance of the transactions herein proposed and the fulfillment of the terms hereof will not result in a breach provision of any of the terms and provisions of, instrument or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which the Corporation is a partyparty or by which it is bound. (i) The Corporation has, by proper corporate action, duly authorized the execution and delivery of this Agreement. (j) The Corporation is not in default under or in violation of the Constitution or any of the laws of the State relevant to the issuance of the Series 2021 Note or the charter consummation of the transactions contemplated hereby or bylaws in connection with such issuance, and has duly authorized the issuance of the Series 2021 Note and the execution and delivery of this Agreement. The Corporation agrees that it will do or cause to be done in a timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement and the Indenture. (k) The Corporation’s books and records properly reflect the financial condition of the Corporation as presently in effect orand, to the best of the Corporation's ’s knowledge, any orderthere has been no material adverse change in the business, rulecondition (financial or otherwise), operations, prospects or regulation applicable to the Corporation of any court or of any federal or state regulatory body or administrative agency or other governmental body, domestic or foreign, having jurisdiction over the Corporation or its properties. F. No approval, authorization, consent, or other order of any public board or body, other than in connection with or in compliance with the provisions of the Act and the security or blue-sky laws of various states, is legally required for the sale of the Shares. G. Xxxxx Xxxxxxxx LLP, the auditors which have provided an opinion with respect to the audited financial statements properties of the Corporation which are incorporated in since the Prospectus, are independent public accountants as required by effective date of the Act and the Rules and RegulationsCorporation’s most recent financial statements.

Representations by the Corporation. The Corporation represents represents, warrants and warrants covenants to the Underwriter thatLender as follows: A. (a) The Corporation is a nonprofit economic development corporation, within the meaning of Chapter 504 (formerly Section 4A) of the Act, has been duly all of the rights, powers, privileges, authority and functions given by the general laws of the State to nonprofit corporations incorporated under the Texas Non-Profit Corporation Act, as amended, except as otherwise provided in Section 501.054(a) of the Act (formerly Section 23(a) of the Act), and is a authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Corporation is duly organized, validly existing corporation existing, and in good standing under the laws of the State State. The Corporation has all requisite power, authority and legal right to execute and deliver the Loan Documents and all other instruments and documents to be executed and delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Loan Documents. All corporate action on the part of California with power the Corporation which is required for the execution, delivery, performance and authority to own its properties and conduct its business as described in observance by the Prospectus. B. This agreement Corporation of the Loan Documents has been duly authorizedauthorized and effectively taken, executed and delivered such execution, delivery, performance and observation by the Corporation do not contravene applicable law or any contractual restriction binding on behalf or affecting the Corporation. (c) The Corporation has duly approved the borrowing of funds from the Lender and has received the approval of the City therefor; no other authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required as a condition to the performance by the Corporation of its obligations under any of the Loan Documents. (d) This Agreement and the Series 2022 Note are legally valid and binding obligations of the Corporation and is a valid agreement enforceable against the Corporation in accordance with its their respective terms, subject to limitations on the enforceability of agreements under bankruptcy laws, the limitation on the availability of certain remedies under general principles of equity and the unavailability of certain remedies for the breach of agreements under the implied covenant of good faith and fair dealing. C. The Registration Statement has been prepared by (e) There is no default of the Corporation in conformity the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Loan Documents or the ability of the Corporation to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the requirements lapse of time or the giving of notice, or both, would constitute such a default. (f) There is no pending or, to the knowledge of the Securities Act undersigned officers of 1933the Corporation, as amendedthreatened action or proceeding before any court, governmental agency or department or arbitrator (i) to restrain or enjoin the execution or delivery of this Agreement and the Series 2022 Note or the collection of any Pledged Revenues to pay the Series 2022 Note, (ii) in any way contesting or affecting the "Act"authority for the execution and delivery or the validity of the Loan Documents, or (iii) in any way contesting the levy of the Economic Development Sales and Use Tax or the existence of the Corporation or the title or powers of the officers of the Corporation. (g) In connection with the authorization, execution and delivery of this Agreement and the rules and regulations (Series 2022 Note, the "Rules and Regulations") Corporation has complied with all provisions of the Securities and Exchange Commission (the "SEC"), thereunder and has been filed with the SEC. The Corporation intends to file prior to the effective date of such Registration Statement an amendment thereto by way of response to the comments laws of the Securities and Exchange Commission. Copies of such Registration Statement have been delivered to State, including the UnderwriterAct. D. When the Registration Statement becomes effective (h) The execution and at all times thereafter until the Offering is completed, the Registration Statement, the Prospectus, and any amendments or additions thereto will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations and will in all respects conform to the requirements delivery of the Act and the Rules and Regulations. Neither the Registration Statement nor the Prospectus, nor documents contemplated hereunder do not violate any amendment or additions thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. E. The performance of the transactions herein proposed and the fulfillment of the terms hereof will not result in a breach provision of any of the terms and provisions of, instrument or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which the Corporation is a partyparty or by which it is bound. (i) The Corporation has, by proper corporate action, duly authorized the execution and delivery of this Agreement. (j) The Corporation is not in default under or in violation of the Constitution or any of the laws of the State relevant to the issuance of the Series 2022 Note or the charter or bylaws consummation of the Corporation as presently in effect or, to the best of the Corporation's knowledge, any order, rule, transactions contemplated hereby or regulation applicable to the Corporation of any court or of any federal or state regulatory body or administrative agency or other governmental body, domestic or foreign, having jurisdiction over the Corporation or its properties. F. No approval, authorization, consent, or other order of any public board or body, other than in connection with or in compliance with such issuance, and has duly authorized the provisions issuance of the Act Series 2022 Note and the security execution and delivery of this Agreement. The Corporation agrees that it will do or blue-sky laws cause to be done in a timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of various states, is legally required for the sale of the Shares. G. Xxxxx Xxxxxxxx LLP, the auditors which have provided an opinion with respect to the audited financial statements of the Corporation which are incorporated in the Prospectus, are independent public accountants as required by the Act this Agreement and the Rules and RegulationsIndenture.

Representations by the Corporation. The Corporation represents represents, warrants and warrants covenants to the Underwriter thatLender as follows: A. (a) The Corporation is a nonprofit industrial development corporation, within the meaning of Chapter 504 (formerly Section 4A) of the Act, has been duly all of the rights, powers, privileges, authority and functions given by the general laws of the State to nonprofit corporations incorporated under the Texas Non-Profit Corporation Act, as amended, except as otherwise provided in Section 501.054(a) of the Act (formerly Section 23(a) of the Act), and is a authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Corporation is duly organized, validly existing corporation existing, and in good standing under the laws of the State State. The Corporation has all requisite power, authority and legal right to execute and deliver the Loan Documents and all other instruments and documents to be executed and delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Loan Documents. All corporate action on the part of California with power the Corporation which is required for the execution, delivery, performance and authority to own its properties and conduct its business as described in observance by the Prospectus. B. This agreement Corporation of the Loan Documents has been duly authorizedauthorized and effectively taken, executed and delivered such execution, delivery, performance and observation by the Corporation do not contravene applicable law or any contractual restriction binding on behalf or affecting the Corporation. (c) The Corporation has duly approved the borrowing of funds from the Lender and has received the approval of the City therefor; no other authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required as a condition to the performance by the Corporation of its obligations under any of the Loan Documents. (d) This Agreement and the Series 2022 Note are legally valid and binding obligations of the Corporation and is a valid agreement enforceable against the Corporation in accordance with its their respective terms, subject to limitations on the enforceability of agreements under bankruptcy laws, the limitation on the availability of certain remedies under general principles of equity and the unavailability of certain remedies for the breach of agreements under the implied covenant of good faith and fair dealing. C. The Registration Statement has been prepared by (e) There is no default of the Corporation in conformity the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Loan Documents or the ability of the Corporation to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the requirements lapse of time or the giving of notice, or both, would constitute such a default. (f) There is no pending or, to the knowledge of the Securities Act undersigned officers of 1933the Corporation, as amendedthreatened action or proceeding before any court, governmental agency or department or arbitrator (i) to restrain or enjoin the execution or delivery of this Agreement and the Series 2022 Note or the collection of any Pledged Revenues to pay the Series 2022 Note, (ii) in any way contesting or affecting the "Act"authority for the execution and delivery or the validity of the Loan Documents, or (iii) in any way contesting the levy of the Economic Development Sales and Use Tax or the existence of the Corporation or the title or powers of the officers of the Corporation. (g) In connection with the authorization, execution and delivery of this Agreement and the rules and regulations (Series 2022 Note, the "Rules and Regulations") Corporation has complied with all provisions of the Securities and Exchange Commission (the "SEC"), thereunder and has been filed with the SEC. The Corporation intends to file prior to the effective date of such Registration Statement an amendment thereto by way of response to the comments laws of the Securities and Exchange Commission. Copies of such Registration Statement have been delivered to State, including the UnderwriterAct. D. When the Registration Statement becomes effective (h) The execution and at all times thereafter until the Offering is completed, the Registration Statement, the Prospectus, and any amendments or additions thereto will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations and will in all respects conform to the requirements delivery of the Act and the Rules and Regulations. Neither the Registration Statement nor the Prospectus, nor documents contemplated hereunder do not violate any amendment or additions thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. E. The performance of the transactions herein proposed and the fulfillment of the terms hereof will not result in a breach provision of any of the terms and provisions of, instrument or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which the Corporation is a partyparty or by which it is bound. (i) The Corporation has, by proper corporate action, duly authorized the execution and delivery of this Agreement. (j) The Corporation is not in default under or in violation of the Constitution or any of the laws of the State relevant to the issuance of the Series 2022 Note or the charter consummation of the transactions contemplated hereby or bylaws in connection with such issuance, and has duly authorized the issuance of the Series 2022 Note and the execution and delivery of this Agreement. The Corporation agrees that it will do or cause to be done in a timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement and the Indenture. (k) The Corporation’s books and records properly reflect the financial condition of the Corporation as presently in effect orand, to the best of the Corporation's ’s knowledge, any orderthere has been no material adverse change in the business, rulecondition (financial or otherwise), operations, prospects or regulation applicable to the Corporation of any court or of any federal or state regulatory body or administrative agency or other governmental body, domestic or foreign, having jurisdiction over the Corporation or its properties. F. No approval, authorization, consent, or other order of any public board or body, other than in connection with or in compliance with the provisions of the Act and the security or blue-sky laws of various states, is legally required for the sale of the Shares. G. Xxxxx Xxxxxxxx LLP, the auditors which have provided an opinion with respect to the audited financial statements properties of the Corporation which are incorporated in since the Prospectus, are independent public accountants as required by effective date of the Act and the Rules and RegulationsCorporation’s most recent financial statements.