Common use of Representations by the Issuer Clause in Contracts

Representations by the Issuer. The Issuer represents that: (a) The Issuer is a nonprofit corporation designated as a political subdivision of the State of Arizona, created and existing under the Constitution and laws of the State of Arizona; (b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full power and authority under the Act to adopt the Resolution, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizona.

Representations by the Issuer. The Issuer represents thatand warrants as follows: (a) The Issuer is a nonprofit corporation designated as a duly constituted political subdivision and body corporate and politic of the State of Arizona, created and existing established under the Constitution Act and laws of is authorized by the State of Arizona;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 Issuer has found all requisite power, authority and hereby declares that legal right to execute and deliver the issuance Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Series 2023 Bonds to assist the financing of the Series 2023 Project Issuer which is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized required for the execution, delivery, performance and performance on its part observance by the Issuer of the Bond Purchase AgreementDocuments has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Indenture Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer. (c) The Issuer has duly approved the issuance of the Bonds and this Loan Agreement;the loan of the proceeds thereof to the Company for the Acquisition of the Project; 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 Issuer of its obligations under any Bond Documents. (d) To accomplish This Agreement is, and each other Bond Document to which the foregoingIssuer is a party when delivered will be, legal, valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms. (e) There is no default of the Issuer in 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 Bond Documents or the ability of the Issuer 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 lapse of time or the giving of notice, or both, would constitute such a default. (f) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be sold (i) at substantially the same time, (ii) under a common plan of marketing, and (iii) at substantially the same rate of interest. (g) There is pending or, to the knowledge of the undersigned officers of the Issuer, threatened no action or proceeding before any court, governmental agency or arbitrator (i) to restrain or enjoin the issuance or delivery of the Bonds or the collection of any revenues pledged under the Indenture, (ii) in any way contesting or affecting the authority for the issuance of the Bonds or the validity of any of the Bond Documents, or (iii) in any way contesting the existence or powers of the Issuer. (h) In connection with the authorization, issuance and sale of the Bonds, the Issuer has authorized complied with all provisions of the issuance Constitution and laws of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The dateState, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to including the Series 2023 Bonds are set forth in the Indenture;Act. (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (fi) The Issuer has not pledged, assigned or granted, pledged and will not pledge, assign or grant any of pledge its rights or interest in or under this Loan Agreement for any purpose other than as provided for in to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (j) The Issuer is an independent public body corporate and politic, organized and existing not in default under any of the provisions of the laws of the State of Arizona and has full power and authority under State, where any such default would affect the Act to adopt the Resolutionissuance, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations validity or enforceability of the Bonds or the transactions contemplated by this Agreement or the Indenture. (k) The Issuer enforceable in accordance with their respective termshas obtained from the Governing Body approval of the issuance of the Bonds required by Section 159C-4(d) of the Act, except as from the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to Secretary of the application Department of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units Commerce of the State approval of Arizonathe Project required by Section 159C-7 of the Act and from the Local Government Commission of the State the approvals required by Sections 159C-6, -8 and -9 of the Act.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for the undertakings on its part herein contained: (a) A. The Issuer is a nonprofit corporation designated as a county and political subdivision of the State of Arizona, created organized and existing under and pursuant to the Constitution and laws of the State of Arizona; New Mexico (b“State”) The and is authorized by the Act to acquire, own, lease or sell projects for the purpose of promoting industry and trade by inducing manufacturing, industrial and commercial enterprises to locate or expand in the State, and promoting a sound and proper balance in the State between agriculture, commerce and industry. Under the Act, the Issuer has found the power to enter into the transactions contemplated by this Lease, the Indenture and hereby declares that the issuance Bond Purchase Agreement and to carry out its obligations hereunder and thereunder. The Project constitutes and will constitute a “project” within the meaning of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower. By proper action, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Lease, the Indenture and the Bond Purchase Agreement. B. The Issuer will lease the Leased Property to the Company and will sell the Leased Property to the Company upon the Company’s exercise of its option to purchase the Leased Property, all for the purpose of promoting industry and trade by inducing the Company to locate the Project in the State and to promote a sound and proper balance in the State between agriculture, commerce and industry. The dateIssuer agrees to cooperate with the Company to procure from the appropriate State, denomination or denominationscounty, interest rate or rates, maturity schedule, redemption provisions municipal and other pertinent provisions with respect to authorities and corporations utility connection and discharge arrangements for the Series 2023 Bonds adequate supply of water, gas, electricity, sewage, and other services for the operation of the Leased Property. C. To finance the Costs of the Project, the Issuer will issue the Bond. The Bond shall mature, bear interest and have such other terms and conditions as are set forth in the Indenture;. · (e) D. The Issuer makes no representation or warranty that Bond is to be issued under and secured by the amount Indenture, pursuant to which certain of the Loan Issuer’s interests in this Lease (with certain exceptions) and the revenues and receipts derived by the Issuer from the leasing or sale of the Project (with certain exceptions) will be adequate or sufficient pledged and assigned to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient Purchaser as security for the purposes payment of the Borrower; and (f) The Issuer has not pledgedprincipal of, assigned or grantedpremium, if any, and interest on the Bond. E. The execution, delivery and performance of the Issuer of the Bond Documents will not pledge, assign conflict with or grant any create a material breach of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full power and authority material default under the Act or any other law, rule, regulation or ordinance applicable to adopt the ResolutionIssuer or any agreement or instrument to which the Issuer is a party or by which it is bound, and there is no action, suit, proceeding, inquiry or investigation by or before any court, public board or body, pending or, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations best knowledge of the Issuer enforceable in accordance with their respective termsthreatened, except as against the enforcement thereof may be limited by bankruptcyIssuer, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating which seeks to or affecting creditors’ rights, to does restrain or enjoin the application of equitable principles, to the exercise of judicial discretion in appropriate cases issuance and to the limitation on legal remedies against governmental units delivery of the State Bond or the execution and delivery of Arizonaany of the Bond Documents or in any manner questions the validity or enforceability of the Bond or any of the Bond Documents.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for the undertakings on its part herein contained: (a) A. The Issuer is a nonprofit corporation designated as a county and political subdivision of the State of Arizona, created organized and existing under and pursuant to the Constitution and laws of the State of Arizona; New Mexico (b“State”) The and is authorized by the Act to acquire, own, lease or sell projects for the purpose of promoting industry and trade by inducing manufacturing, industrial and commercial enterprises to locate or expand in the State, and promoting a sound and proper balance in the State between agriculture, commerce and industry. Under the Act, the Issuer has found and hereby declares that the issuance of power to enter into the transactions contemplated by this Lease, the Indenture, the Series 2023 Bonds to assist the financing of 2011 Bond Purchase Agreement and the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order 2018 Bond Purchase Agreement and to finance the Series 2023 Project, in an amount estimated by the Borrowercarry out its obligations hereunder and thereunder. By proper action, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Lease, the Indenture, the Series 2011 Bond Purchase Agreement and the Series 2018 Bond Purchase Agreement. B. The Issuer will lease the Leased Property to the Company and will sell the Leased Property to the Company upon the Company’s exercise of its option to purchase the Leased Property, all for the purpose of promoting industry and trade by inducing the Company to locate the Project in the State, to promote the use of the natural resources of the State and to promote a sound and proper balance in the State between agriculture, commerce and industry. The dateIssuer agrees to cooperate with the Company to procure from the appropriate State, denomination or denominationscounty, interest rate or rates, maturity schedule, redemption provisions municipal and other pertinent provisions with respect to authorities and corporations utility and other connection and discharge arrangements for the adequate supply of water, gas, electricity, sewage, and other services for the operation of the Leased Property. C. To finance the Costs of the Series 2023 2011 Project, the Issuer has issued the Series 2011 Bonds. The Series 2011 Bonds mature, bear interest and have such other terms and conditions as are set forth in the Indenture; (e) The Issuer makes no representation or warranty that . To finance the amount Costs of the Loan Series 2018 Project, the Issuer will be adequate or sufficient to finance issue the Series 2023 Project or that the 2018 Bonds. The Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged2018 Bonds shall mature, assigned or granted, bear interest and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose have such other than terms and conditions as provided for are set forth in the Indenture. D. The Series 2011 Bonds are issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Lease (with certain exceptions) and the revenues and receipts derived by the Issuer from the leasing or sale of the Leased Property (with certain exceptions) were pledged and assigned to the Series 2011 Purchaser as security for payment of the principal of, premium, if any, and interest on the Series 2011 Bonds. The Issuer is an independent public body corporate Series 2018 Bonds are to be issued under and politicsecured by the Indenture, organized and existing under the laws pursuant to which certain of the State Issuer’s interests in this Lease (with certain exceptions) and the revenues and receipts derived by the Issuer from the leasing or sale of Arizona the Leased Property (with certain exceptions) will be pledged and has full power assigned to the Series 2018 Purchaser as security for payment of the principal of, premium, if any, and authority interest on the Series 2018 Bonds. E. The execution, delivery and performance of the Issuer of the Bond Documents will not conflict with or create a material breach of or material default under the Act or any other law, rule, regulation or ordinance applicable to adopt the ResolutionIssuer or any agreement or instrument to which the Issuer is a party or by which it is bound, and there is no action, suit, proceeding, inquiry or investigation by or before any court, public body, pending or, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations best knowledge of the Issuer enforceable in accordance with their respective termsthreatened, except as against the enforcement thereof may be limited by bankruptcyIssuer, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating which seeks to or affecting creditors’ rights, to does restrain or enjoin the application of equitable principles, to the exercise of judicial discretion in appropriate cases issuance and to the limitation on legal remedies against governmental units delivery of the State Bonds or the execution and delivery of Arizonaany of the Bond Documents or in any manner questions the validity or enforceability of the Bonds or any of the Bond Documents.

Representations by the Issuer. The Issuer represents that: (a) The Issuer is a nonprofit corporation designated as a political subdivision joint powers commission under the Act, the “commission” under Section 66.0304 of the State of Arizona, created and existing under the Constitution and laws of the State of Arizona; (b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, deliveryWisconsin Statutes, and performance on its part a unit of the Bond Purchase Agreement, the Indenture government and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized politic created and validly existing under the laws of the State of Arizona State; and has full power and authority under the Act to adopt the Resolution, Resolution approving the Series 2021 Bonds and the Issuer Financing Documents; to enter into and to into, perform its obligations under, and exercise its rights under the Issuer Financing Documents; and when executed and delivered by the respective parties thereto, the Issuer Financing Documents will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to by the application of equitable principles, to by the exercise of judicial discretion in appropriate cases and to by the limitation on legal remedies against joint powers commissions or governmental units of the State State. (b) By official action of Arizonathe Issuer prior to or concurrently herewith, the Issuer has authorized and approved the execution and delivery of the Issuer Financing Documents and the consummation by the Issuer of the transactions contemplated thereby. (c) To the knowledge of the Issuer, there are no actions, suits, proceedings, inquiries, or investigations, at law or in equity, before or by any court, governmental agency, public board or body, pending against the Issuer seeking to restrain or enjoin the sale or issuance of the Series 2021 Bonds, or in any way contesting or affecting any proceedings of the Issuer taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Issuer Financing Documents or contesting in any way the existence or powers of the Issuer relating to the authorization, issuance and sale of the Bonds. (d) The execution and delivery by the Issuer of the Issuer Financing Documents and compliance with the provisions on the Issuer’s part contained therein will neither (i) conflict with nor constitute a material breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor (ii) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Issuer Financing Documents. No Issuer Indemnified Person (including any Issuer Indemnified Person who executes any certificate in connection with the Series 2021 Bonds that restates or certifies as to the truth and accuracy thereof) shall be individually liable for the breach by the Issuer of any representation or covenant contained in this Loan Agreement or the Trust Indenture.

Representations by the Issuer. The Issuer represents to the Lessee that: (a) The Issuer is a nonprofit municipal corporation designated as a political subdivision of the State of Arizona, created duly organized and validly existing under the Constitution and laws of the State State. The issuer has acquired the Project under the provisions of Arizona;the Act. (b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full lawful power and authority under the Act to adopt the Resolution, to enter into this Lease and the Indenture and to perform carry out its obligations hereunder and under the Indenture. By proper action of its governing body, the Issuer Documents; has been duly authorized to execute and when deliver this Lease, acting by and through its duly authorized officers. The Indenture, the Tax Agreement, the Land Use Restriction Agreement and this Lease have been duly executed and delivered by the respective parties theretoIssuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency or creditors rights laws generally and principles of equity generally) without offset, defense or counterclaim. The execution, delivery and performance of the Indenture, this Lease, the Land Use Restriction Agreement and the Tax Agreement by the Issuer will not violate any law, regulation, order or decree of any governmental authority and all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of such documents by the Issuer have been obtained or made. (c) The Project constitutes a "project" within the meaning of the Act, and the lease of the Project to the Lessee and the application of the proceeds received by the Issuer from the sale of the Bonds for the purposes herein specified will further the public purposes of the Act. (d) To refinance the costs of the Project, the Issuer Documents proposes to issue the Bonds in the aggregate principal amount of $2,209,000. The Bonds will constitute the legal, valid bear interest and binding obligations of the Issuer enforceable be scheduled to mature and will be subject to purchase and redemption prior to maturity in accordance with their respective termsthe provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, except as pursuant to which the enforcement thereof may Project and the rents, revenues and receipts derived by the Issuer pursuant to this Lease, other than the Unassigned Issuer Rights, will be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium pledged and other laws relating to or affecting creditors’ rights, assigned to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units Bondholders as security for payment of the State of Arizonaprincipal of, premium, if any, and interest on the Bonds.

Representations by the Issuer. The Issuer represents and warrants that: (a) The Issuer is a nonprofit corporation designated as a deep-water port and political subdivision of the State of ArizonaState, created and existing organized pursuant to the provisions of the Act. (b) The Issuer has full corporate power and authority under the Constitution and laws of the State of Arizona;to adopt the Bond Resolution, to issue the Bonds, to execute and deliver this Facilities Agreement, the Ground Lease, and the Indenture and to perform its obligations hereunder and thereunder. (bc) The Issuer has found duly adopted the Bond Resolution and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Facilities Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or grantedGround Lease, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under All action required on the laws part of the State Issuer for the authorization of Arizona the issuance of the Bonds and has full power the execution and authority under the Act to adopt the Resolution, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties theretodelivery of this Facilities Agreement, the Issuer Documents will Ground Lease, and the Indenture has been duly and effectively taken. (d) This Facilities Agreement, the Ground Lease, and the Indenture constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer enforceable in accordance with their respective terms, terms (except as that (i) the enforcement thereof enforceability of such documents may be limited by bankruptcy, reorganization, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and or other similar laws of general application relating to the enforcement of creditors' rights and (ii) certain equitable remedies, including specific performance may be unavailable). (e) All filings with, or affecting creditors’ rightsapprovals or consents of governmental authorities (other than approvals or consents required under the Blue Sky or other securities laws of any jurisdiction) required to be made or obtained by the Issuer for (i) the valid adoption of the Bond Resolution, (ii) the valid authorization, execution and delivery by the Issuer of this Facilities Agreement, the Ground Lease, and the Indenture and (iii) the valid issuance of the Bonds have been, or prior to the issuance of the Bonds will be, duly made or obtained. (f) There is no action, suit, proceeding or investigation at law or in equity before or by any court, either State or federal, or public body pending or, to the application Issuer's knowledge, threatened, calling into question the creation or existence of equitable principlesthe Issuer, the validity of this Facilities Agreement, the Ground Lease, the Indenture or the Bonds, the authority of the Issuer to issue the Bonds or to execute and deliver this Facilities Agreement, the Ground Lease, and the Indenture and to perform its obligations hereunder or thereunder, or the title of any person to the office held by that person with the Issuer. (g) The execution and delivery by the Issuer of this Facilities Agreement, the Ground Lease, and the Indenture, and the performance of its obligations hereunder or thereunder, will not violate any provision of the Act or, to the exercise Issuer's knowledge, violate any provision of judicial discretion law or regulation, or of any judgment, decree, writ, order or injunction, and will not (i) contravene the provisions of, (ii) constitute a default under, or (iii) result in appropriate cases the creation of a lien, charge or encumbrance under any agreement (other than the Indenture and the Ground Lease as to clause (iii) alone) to which the Issuer is a party or by which any of its properties constituting a part of the properties pledged pursuant to the Indenture is bound. (h) No event has occurred, and to the limitation Issuer's knowledge, no condition currently exists, which constitutes or may, with the passage of time or the giving of notice, or both, constitute a default with respect to or on legal remedies against governmental units the part of the State of ArizonaIssuer hereunder. (i) The Issuer has not assigned or pledged and will not assign or pledge its right, title, or interest in and to this Facilities Agreement other than to secure the Bonds as provided in the Indenture.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a nonprofit corporation designated as a political subdivision of the State of Arizona, created and existing under Nevada. Under the Constitution and laws provisions of the State Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, such representation is made in reliance on the opinion of Arizona;Bond Counsel. (b) The Issuer has found and hereby declares that the issuance To finance or refinance part of the Series 2023 Bonds to assist the financing Cost of the Series 2023 Project is in furtherance Project, including the refunding of the public purposes set forth Refunded Bonds, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as provided in the Act;Indenture. (c) In order to finance the Series 2023 Project, The Issuer's interest in an amount estimated by the Borrower, this Agreement (except certain rights of the Issuer has duly authorized to payment of fees and expenses and indemnification, to rights of inspection and to consents and rights to receive any notices, certificates, requests, requisitions and other communications) will be pledged to the execution, deliveryTrustee as security for payment of the principal of, and performance premium, if any, and interest on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement;Bonds. (d) To accomplish the foregoing, the The Issuer has authorized not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in under the Indenture;. (e) The Issuer makes no representation or warranty that the amount is not in default under any of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes provisions of the Borrower; andlaws of the State of Nevada which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The Issuer has not pledgedfound and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement and the Indenture have been complied with and that financing or refinancing the Project, assigned or grantedincluding the refunding of the Refunded Bonds, by issuing the Bonds and will not pledge, assign or grant any of its rights or interest in or under entering into this Loan Agreement for any purpose other than as provided for and the Indenture is in the Indenture. The Issuer is an independent public body corporate interest, serves the public purposes and politic, organized and existing under meets the laws requirements of the State of Arizona and has full power and authority under the Act to adopt the ResolutionAct. (g) On September 15, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto1998, the Issuer Documents will constitute adopted an initial resolution authorizing the legalissuance of bonds in an amount not to exceed $50,000,000 to finance a portion of the Cost of the Project. On March 2, valid and binding obligations 1999, the Issuer adopted its resolution approving the issuance of the Bonds. (h) No member, officer or other official of the Issuer enforceable has any interest whatsoever in accordance with their respective terms, except as the enforcement thereof may be limited Borrower or in the transactions contemplated by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizonathis Agreement.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for its covenants herein: (aA) The Issuer is a nonprofit corporation designated as a political subdivision authorized by the Act, among other things, to issue revenue bonds for the purpose of defraying the cost of acquiring, constructing, improving and equipping certain projects described in Section 16.102 of the State of Arizona, created and existing under the Constitution and laws of the State of Arizona;Act including manufacturing facilities. (bB) The Issuer has found issuance and hereby declares that the issuance sale of the Series 2023 Bonds 2010 Note; the execution and delivery of this Loan Agreement and the assignment of this Loan Agreement to assist the financing Lender; and the performance of all covenants and agreements of the Issuer contained in the Series 2023 Project is in furtherance 2010 Note, the Pledge Agreement, and this Loan Agreement have been duly authorized by resolutions of the public purposes set forth in governing body of the Act;Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of a quorum present at such meetings. (cC) In order To provide funds to finance the Series 2023 ProjectProject Costs, in an amount estimated by anticipation of the Borrowerreceipt of Loan Repayments hereunder, the Issuer has duly authorized the executionSeries 2010 Note in the principal amount of $1,300,000 to be issued upon the terms set forth in the Note Resolution and the Series 2010 Note, delivery, and performance on under the provisions of which the Issuer has agreed to assign its part interest therein to the Lender as security for the repayment of the Bond Purchase Agreement, principal of and interest on the Indenture Series 2010 Note. (D) Pursuant to the Note Resolution and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized and directed the Lender, as purchaser of the Series 2010 Note, to pay the purchase price of the Series 2010 Note to the Borrower or at the direction of the Borrower, for the payment of Project Costs and for the payment of certain costs of issuance of the Series 2010 Note, each such payment to constitute a payment of the purchase price thereof and the making of a portion of the Loan hereunder. (E) To the knowledge of the undersigned, there is not pending or threatened any suit, action or proceeding against the Issuer before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery Issuer, of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights obligations hereunder or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full power and authority under the Act to adopt the Resolution, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizonatransactions contemplated hereby.

Representations by the Issuer. The Issuer represents thatand warrants as follows: (a) The Issuer is a nonprofit corporation designated as body politic and corporate and a political subdivision public instrumentality of the State of Arizona, created and existing under State. Under the Constitution and laws provisions of the State of Arizona; (b) The Act, the Issuer has found the power to enter into this Loan Agreement and hereby declares that the issuance of other Bond Documents entered into by it and the Series 2023 Bonds transactions contemplated hereunder and thereunder and to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrowercarry out its obligations hereunder and thereunder. By proper action, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions Agreement and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount each of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, other Bond Documents executed and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenturedelivered by it. The Issuer is an independent public body corporate and politic, organized and existing not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in this subsection (a). (b) To finance the cost of Arizona the acquisition of the Facility, the Issuer has agreed at the request of the Borrower to issue and has full power and authority under sell the Act to adopt the Resolution, to enter into Bonds and to perform its obligations lend the proceeds thereof to the Borrower under and pursuant to this Loan Agreement. (c) As provided in the Issuer Documents; Indenture, the Revenues are pledged to secure the payment of the principal of and when executed interest and premium (if any) on the Bonds and for any other payment referred to in this Loan Agreement. (d) This Loan Agreement and the Indenture have been duly and properly authorized, executed, sealed and delivered by the respective parties theretoIssuer, the Issuer Documents will constitute the legal, valid and legally binding obligations of the Issuer, and are fully enforceable against the Issuer enforceable in accordance with their respective terms; provided, except as however, that the enforcement thereof may be limited by enforceability and binding nature of this Loan Agreement and the Indenture are subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium reorganization and other state and federal laws relating to or affecting the enforcement of creditors’ rights' rights generally, and, to the application extent that certain remedies under such instruments require, or may require enforcement by a court of equitable principlesequity, such principles of equity as the court having jurisdiction may impose. (e) There are no proceedings pending or, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units knowledge of the State Issuer, threatened before any court or administrative agency which may affect the authority of Arizonathe Issuer to enter into this Loan Agreement or the Indenture. (f) The execution, delivery and performance by the Issuer of this Loan Agreement and the Indenture, or any other document required or contemplated hereby to be delivered by the Issuer, do not and shall not constitute a violation or breach of or a default under any existing mortgage, indenture, contract, instrument or agreement binding on the Issuer or affecting its property, or any provision of law or order of any court binding upon the Issuer.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for its undertakings herein: (a) The Issuer is a nonprofit corporation designated as a political subdivision of the State of Arizona, created Minnesota body corporate and existing under the Constitution and laws of the State of Arizona;politic. (b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement and the Assignment, the performance of all covenants and agreements of the Issuer contained in this Loan Agreement and the Assignment, and the Loan hereunder are fully authorized and have been duly and validly authorized by resolutions of the Board, duly adopted at a meeting of the Board duly called and held, by the requisite vote of its members. (c) The Issuer has agreed to issue the Series 2016A Bonds as provided in the Act and Bond Resolution and the Issuer has agreed to lend the proceeds thereof to the Borrower to finance the Project as provided in this Loan Agreement. The dateIssuer will initially issue the Series 2016A Bonds in the aggregate principal amount of $ , denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect the Series 2016A Bonds shall be in the forms and shall be subject to the Series 2023 Bonds are terms and provisions set forth in the Indenture;Bond Resolution. (d) There is no litigation pending or, to the best of its knowledge, threatened against the Issuer relating to the Project, the Bonds, this Loan Agreement or the Bond Resolution or questioning the powers or authority of the Issuer under the Act, or questioning the corporate existence or boundaries of the Issuer or the title of any of the present officers of the Issuer to their respective offices. (e) The execution, delivery and performance of this Loan Agreement does not violate any agreement or any court order or judgment in any litigation to which the Issuer makes no representation is a party or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; andby which it is bound. (f) The No board member of the Issuer has not pledged, assigned and no other elected or granted, and will not pledge, assign or grant any appointed official who is authorized to take part in the making of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in or the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws issuance of the State of Arizona and has full power and authority under the Act to adopt the ResolutionBonds, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties theretois directly or indirectly interested in this Loan Agreement, the Issuer Documents will constitute Bonds, the legalProject, valid and binding obligations the Project Facilities, or any contract, agreement or job hereby contemplated to be entered into or undertaken for completion of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of ArizonaProject.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a nonprofit corporation designated as a political subdivision of the State of Arizona, created and existing under State. Under the Constitution and laws provisions of the State Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, such representation is made in reliance on the opinion of Arizona;Bond Counsel. (b) The Issuer has found and hereby declares that the issuance To refinance part of the Series 2023 Bonds to assist the financing Cost of the Series 2023 Project is in furtherance Project, including the refunding of the public purposes set forth Refunded Bonds, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as provided in the Act;Indenture. (c) In order to finance the Series 2023 Project, The Issuer’s interest in an amount estimated by the Borrower, this Agreement (except certain rights of the Issuer has duly authorized to payment of fees and expenses and indemnification, to rights of inspection and to consents and rights to receive any notices, certificates, requests, requisitions and other communications) will be pledged to the execution, deliveryTrustee as security for payment of the principal of, and performance premium, if any, and interest on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement;Bonds. (d) To accomplish the foregoing, the The Issuer has authorized not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in under the Indenture;. (e) The Issuer makes no representation or warranty that the amount is not in default under any of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes provisions of the Borrower; andlaws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The Issuer has not pledgedfound and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement and the Indenture have been complied with and that refinancing the Project, assigned or grantedincluding the refunding of the Refunded Bonds, by issuing the Bonds and will not pledge, assign or grant any of its rights or interest in or under entering into this Loan Agreement for any purpose other than as provided for and the Indenture is in the Indenture. The Issuer is an independent public body corporate interest, serves the public purposes and politic, organized and existing under meets the laws requirements of the State of Arizona and has full power and authority under the Act to adopt the ResolutionAct. (g) On September 16, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto2008, the Issuer Documents will constitute adopted its resolution approving the legalissuance of the Bonds. (h) No member, valid and binding obligations officer or other official of the Issuer enforceable has any interest whatsoever in accordance with their respective terms, except as the enforcement thereof may be limited Borrower or in the transactions contemplated by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizonathis Agreement.

Representations by the Issuer. The Issuer represents thatmakes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a nonprofit corporation designated as a political subdivision public body corporate and politic of the State of Arizona, created and existing a “local agency” under the Constitution Act and laws is duly authorized under the provisions of the State of Arizona; (b) The Issuer has found Act to enter into, execute and deliver this Financing Agreement and the 0000X Xxxx Xxxxxxxxx, to undertake the transactions contemplated hereby declares that the issuance of the Series 2023 Bonds and thereby and to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrowercarry out its obligations hereunder and thereunder. By duly adopted resolution, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan AgreementFinancing Agreement and the 0000X Xxxx Xxxxxxxxx. (b) After reasonable public notice given by publication at least fourteen (14) days in advance in The Daily Commercial, a newspaper published and of general circulation in the jurisdiction of the Issuer, on February 17, 2011, a public hearing concerning the issuance of the 2011A Bonds to finance the current refunding of the Refunded Bonds and the acquisition, construction and installation of the 2011A Project and the nature and location of the 2011A Project was held by the Issuer. (c) On February , 2011, following the public hearing referred to in subsection (b) above, the Board of County Commissioners of the County, being the applicable elected legislative body of the issuer of the 2011A Bonds, approved the issuance of the 2011A Bonds, by duly adopting a resolution at a duly called and held and publicly noticed meeting. (d) Pursuant to the Obligated Groupʹs request, the Issuer proposes to issue the 2011A Bonds in the aggregate principal amount of Million Dollars ($ ) under the 0000X Xxxx Xxxxxxxxx. The date2011A Bonds will be designated “Sumter County Industrial Development Authority Hospital Revenue Refunding and Improvement Bonds (Central Florida Health Alliance Projects), denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 2011A”. The 2011A Bonds are set forth in being issued for the Indenture;purpose of financing, together with other available funds, the current refunding of the Refunded Bonds and the acquisition, construction and installation of the 2011A Project. (e) The 2011A Bonds will be issued under the 0000X Xxxx Xxxxxxxxx and will mature, bear interest, be redeemable and have the other terms and provisions set forth in the 0000X Xxxx Xxxxxxxxx, pursuant to which the Issuerʹs interest in this Agreement, the Master Indenture, the Fifth Supplement and the 2011A Bond Obligation and the revenues and receipts derived by the Issuer makes no representation or warranty that therefrom have been pledged and conveyed to the amount Trustee as security for payment of the Loan will be adequate or sufficient to finance principal of and interest on the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and2011A Bonds. (f) The Except for the lien and security interests created by the 0000X Xxxx Xxxxxxxxx, the Issuer has not pledgedcreated, assigned or grantedpermitted to be created, and will not pledge, assign any lien on or grant security interest in Obligation No. 14 or in any of its rights or interest in or the payments to be received by the Issuer under this Loan Agreement for any purpose other than as provided for in the Indentureor Obligation No. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full power and authority under the Act to adopt the Resolution, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizona14.

Representations by the Issuer. The Issuer represents to the Lessee that: (a) The Issuer is a nonprofit municipal corporation designated as a political subdivision of the State of Arizona, created duly organized and validly existing under the Constitution and laws of the State State. The Issuer has acquired title to the real property constituting a part of Arizona;the Project. (b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act; (c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement; (d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture; (e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and (f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full lawful power and authority under the Act to adopt the Resolution, to enter into this Lease Agreement and the Indenture and to perform carry out its obligations hereunder and under the Indenture. By proper action of its governing body, the Issuer Documents; has been duly authorized to execute and when deliver this Lease Agreement, acting by and through its duly authorized officers. The Indenture, the PILOT Agreement and this Lease Agreement have been duly executed and delivered by the respective parties theretoIssuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency or creditors' rights laws generally and principles of equity generally) without offset, defense or counterclaim. The execution, delivery and performance of the Indenture, this Lease Agreement and the PILOT Agreement by the Issuer will not violate any law, regulation, order or decree of any governmental authority and, except for certain consents, approvals, authorizations, orders or filings required to be made with the Kansas Board of Tax Appeals and the County Appraiser of Xxxxxxx County, Kansas, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of such documents by the Issuer have been obtained or made. (c) The Project constitutes a "facility" within the meaning of the Act, and the lease of the Project to the Lessee and the application of the proceeds received by the Issuer from the sale of the Bonds for the purposes herein specified will further the public purposes of the Act. (d) To finance the costs of the Project, the Issuer Documents proposes to issue the Bonds in the aggregate principal amount of $33,000,000. The Bonds will constitute bear interest, be scheduled to mature, be in such series and be subject to purchase and redemption prior to maturity in accordance with the legalprovisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, valid pursuant to which the Project and binding the rents, revenues and receipts derived by the Issuer pursuant to this Lease Agreement, other than Unassigned Issuer Rights, will be pledged and assigned to the Trustee for the benefit of the Bondowners as security for payment of the principal of, premium, if any, and interest on the Bonds and to the Letter of Credit Provider to secure the payment of the obligations payable to the Letter of Credit Provider under the Letter of Credit Provider Documents. (e) To its knowledge, no member of the governing body of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and or any other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units officer of the State of ArizonaIssuer has any significant or conflicting interest, financial, employment or otherwise, in the Lessee, the Project or in the transactions contemplated hereby.