Common use of Representations, Covenants and Warranties of the City Clause in Contracts

Representations, Covenants and Warranties of the City. The City hereby represents, covenants and warrants for the benefit of the BOE and the owners from time to time of the Bonds as follows: (a) The City has the power and authority to enter into the transactions contemplated by this Sublease and to carry out its obligations hereunder. (b) The City is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the City from entering into this Sublease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the City, nor to the best knowledge of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Sublease or any other agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Sublease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the City of this Sublease or any such other agreement or instrument or in connection with the carrying out by the City of its obligations under this Sublease or thereunder have been obtained. (d) The City has a valid leasehold interest in the Site pursuant to the Lease. The City and the BOE understand and agree that the BOE shall have all right, title and interest in and to the Leased Property, subject to this Sublease, the Lease and the Indenture. (e) The City will not mortgage or encumber the Leased Property except as provided herein and under the Lease.

Representations, Covenants and Warranties of the City. The City hereby represents, covenants covenants, and warrants for the benefit of the BOE and the owners from time to time of the Bonds as follows: (a) The City has is a municipal corporation and political subdivision of Texas, duly organized and existing under the power Constitution and authority to enter into laws of the transactions contemplated by this Sublease and to carry out its obligations hereunderState. (b) The City is not subject authorized under the Constitution and laws of Texas to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the City from entering enter into this Sublease or performing any Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or The City Manager has been duly authorized to execute and deliver this Lease by any court, public board or the official action of the City's governing body, known to be pending or threatened against or affecting the City, nor to the best knowledge of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Sublease or any other agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Sublease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the City of this Sublease or any such other agreement or instrument or in connection with the carrying out by the City of its obligations under this Sublease or thereunder have been obtainedCouncil. (d) The In authorizing and executing this Lease, the City has a valid leasehold interest in the Site pursuant to the Lease. The City and the BOE understand and agree that the BOE shall have complied and/or will comply with all right, title and interest in and to the Leased Property, subject public bidding laws applicable to this Sublease, the Lease and the Indentureacquisition of the Property by the City. (e) The City will not mortgage pledge, mortgage, or encumber the Leased Property assign this Lease, or its duties and obligations hereunder to any other person, firm, or corporation except as provided herein and under the terms of this Lease. (f) The City will use the Property during the Lease Term only to perform essential governmental functions. (g) Upon the request and direction of Lessor, the City will take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Rental Payments does not become includible in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the Regulations). (h) Upon delivery and installation of any Property Group, the City will provide to Lessor a completed and executed copy of a Certificate of Acceptance relating thereto in the form attached hereto as Exhibit "C." (i) Upon the execution of this Lease, the City will provide the Lessor an opinion of its legal counsel in the form attached hereto as Exhibit "D." (j) Upon the request and direction of Lessor, the City will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and Regulations, and furnished by Xxxxxx. (k) The City shall take or has taken such appropriate official action by its governing body to approve the placement of any Property Group under the terms and conditions of this Lease.

Representations, Covenants and Warranties of the City. The City hereby representsmakes the following representations, covenants and warrants for warranties to the benefit Authority as of the BOE and the owners from time to time date of the Bonds as followsexecution and delivery of this Master Lease: (a) The City has is a municipal corporation and chartered city duly organized and validly existing under the power laws of the State of California. (b) The City’s Charter and authority other applicable laws of the State of California authorize the City to enter into this Master Lease and the Site Lease and to enter into the transactions contemplated by this Sublease and to carry out its obligations hereunderunder each of the aforesaid agreements, and by proper action the City has duly authorized and executed each of the aforesaid agreements in accordance with the City’s Charter and other applicable laws of the State of California. (bc) The representatives of the City executing this Master Lease, the Site Lease and the have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the City. (d) This Master Lease and the Site Lease have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms. (e) The execution and delivery of this Master Lease and the Site Lease, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is not a party or by which it or its properties are otherwise subject to or bound, or result in the creation or imposition of any legal prohibited lien, charge or contractual limitation or provision encumbrance of any nature whatsoever which in any way limits, restricts or prevents the City from entering into this Sublease or performing upon any of its obligations hereunderthe property or assets of the City, except to which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the extent that such performance may be limited consummation of the transactions contemplated by bankruptcythis Master Lease and the Site Lease, insolvencyor the financial condition, reorganization assets, properties or other laws affecting creditors’ rights generallyoperations of the City. (cf) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Master Lease and the Site Lease, or the consummation of any transactions herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, investigation before or by any courtcourt or federal, public board state, municipal or bodyother governmental authority pending or, known to be pending or the knowledge of the City after reasonable investigation, threatened against or affecting the CityCity or the assets, nor to the best knowledge properties or operations of the City is there any basis thereforwhich, wherein an unfavorable decisionif determined adversely to the City or its interests, ruling or finding would materially adversely affect have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Sublease Master Lease and the Site Lease, or any other agreement upon the financial condition, assets, properties or instrument to which operations of the City, and the City is a party not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and which is used or contemplated for use in adversely affect the consummation of the transactions contemplated by this Sublease. All authorizationsMaster Lease and the Site Lease, consents or the financial conditions, assets, properties or operations of the City. (h) The lease and approvals use of governmental bodies or agencies required in connection with the execution and delivery Leased Property by the City are essential to the purposes of this Sublease or any such other agreement or instrument or in connection with the carrying out by the City of its obligations under this Sublease or thereunder have been obtainedCity. (di) The City has a valid leasehold interest in acknowledges that the Site pursuant portion of Base Rental Payments hereunder attributable to the Lease. The Mission Bay Sites will be deemed to be within the “threshold amount” as set forth in City and the BOE understand and agree that the BOE shall have all right, title and interest in and to the Leased Property, subject to this Sublease, the Lease and the IndentureCharter Section 55.2(b). (e) The City will not mortgage or encumber the Leased Property except as provided herein and under the Lease.

Representations, Covenants and Warranties of the City. The City hereby represents, covenants and warrants for the benefit of the BOE and the owners from time to time of the Bonds as follows: (a) The City has is a political subdivision of the power State and authority is authorized under the Constitution and laws of the State to enter into this Lease Purchase Agreement and the transactions contemplated by this Sublease hereby, and to carry out perform all of its obligations hereunder. (b) The City is not subject to any legal or contractual limitation or provision Neither the execution and delivery of any nature whatsoever which in any way limits, restricts or prevents the City from entering into this Sublease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CityLease Purchase Agreement, nor to the best knowledge fulfillment of or compliance with the City is there any basis thereforterms and conditions hereof, wherein an unfavorable decision, ruling or finding would materially adversely affect nor the consummation of the transactions contemplated by this Sublease hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any other agreement or instrument to which the City is now a party and or by which the City is used bound, or contemplated for use in the consummation constitutes a default under any of the transactions contemplated by this Sublease. All authorizations, consents and approvals foregoing. (c) The officers of governmental bodies or agencies required in connection with the execution and delivery by the City executing this Lease Purchase Agreement have been duly authorized to execute and deliver this Lease Purchase Agreement under the terms and provisions of this Sublease or any such other agreement or instrument or in connection with the carrying out by a resolution of the City of its obligations under this Sublease Council following a public hearing, or thereunder have been obtainedby other appropriate official action. (d) The City has a valid leasehold will not transfer, lease, mortgage, assign or encumber its interest in the Site pursuant to the Lease. The City and the BOE understand and agree that the BOE shall have all right, title and interest in and to the Leased Property, subject to this SubleaseLease Purchase Agreement, the Lease and Purchase Improvements or the IndentureDevelopment Property except as allowed herein. (ef) The Assuming the due authorization, execution and delivery thereof by the Developer and Guarantor, this Lease Purchase Agreement and all instruments and documents contemplated herein which are executed and delivered by the City constitute and will not mortgage constitute legal, valid, binding and enforceable obligations or encumber representations, as the Leased Property case may be, of the City, except as provided herein the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and under except to the Leaseextent that the enforceability thereof may be affected by general principles of equity.

Representations, Covenants and Warranties of the City. The City hereby represents, covenants and warrants for the benefit of the BOE and the owners from time to time of the Bonds as follows:City (a) The City has is a duly and regularly created, organized and existing home rule municipality and political subdivision of the power State, duly organized and authority to enter into operating under the transactions contemplated by this Sublease Charter, the Constitution and to carry out its obligations hereunderthe laws of the State. (b) Pursuant to the Site Lease, the City has leased the Leased Property to the Lender, as authorized by C.R.S. § 31-15-801. (c) The City is not subject authorized, under C.R.S. § 31-15-801, to any legal or contractual limitation or provision lease the Leased Property from the Lender and to execute, deliver and perform its obligations under this Lease. (d) The lease of any nature whatsoever which the Leased Property from the Lender and the construction of the Project pursuant to this Lease serve a public purpose and are in any way limits, restricts or prevents the best interests of the City from entering into and its residents. (e) The execution, delivery and performance of this Sublease or performing any of Lease by the City has been duly authorized by the City. (f) This Lease is enforceable against the City in accordance with its obligations hereunderterms, except to the extent that such performance may be limited only by bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar laws affecting creditors’ rights generally. (c) There is no action, suitby equitable principles, proceeding, inquiry or investigation, whether considered at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the City, nor to exercise by the best knowledge State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. (g) The execution, delivery and performance of the terms of this Lease by the City is there does not and will not conflict with or result in a breach of the terms, conditions or provisions of any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Sublease restriction or any other agreement or instrument to which the City is now a party and or by which the City is used bound, or contemplated for use constitute a default under any of the foregoing or, except as specifically provided in this Lease or the Site Lease, result in the consummation creation or imposition of a lien or encumbrance whatsoever upon any of the transactions contemplated property or assets of the City. (h) There is no litigation or proceeding pending or to the best of its knowledge threatened against the City or any other Person affecting the right of the City to execute, deliver or perform its obligations of the City under this Lease. (i) The City will recognize economic and other benefits by the construction of the Project and the leasing of the Leased Property pursuant to this SubleaseLease; the City expects that the Leased Property will adequately serve the needs for which it is being leased throughout the Scheduled Lease Term. (j) The Base Rentals payable in each year during the Lease Term are not more than the fair value of the City’s use of the Leased Property during such Fiscal Year of the City. All authorizationsThe Base Rentals and Additional Rentals payable in each Fiscal Year of the City during the Lease Term do not exceed a reasonable amount so as to place the City under an economic compulsion (i) to continue this Lease beyond any Fiscal Year of the City, consents (ii) not to exercise its right to terminate this Lease at any time through an Event of Nonappropriation or (iii) to exercise any of its options to purchase the Leased Property hereunder. The Purchase Option Price is the City’s best estimate of the fair purchase price of the Leased Property at the time of exercise of the City’s option to purchase the Leased Property by paying the Purchase Option Price. The Scheduled Lease Term does not exceed the weighted average useful life of the Project or any other real property improvements currently located on the Leased Property. In making the representations, covenants and approvals warranties set forth above in this subsection, the City has given due consideration to the Project, the purposes for which the Leased Property will be used by the City, the benefits to the City from the use of governmental bodies or agencies required in connection with the execution Leased Property, the City’s option to purchase the Leased Property hereunder and delivery the terms of this Lease governing the use of, and the City’s option to purchase, the Leased Property. (k) The City presently intends and expects to continue this Lease annually until all legal interests to the Leased Property are acquired by the City of pursuant to this Sublease Lease; but this representation does not obligate or any such other agreement or instrument or in connection with otherwise bind the carrying out by the City of its obligations under this Sublease or thereunder have been obtainedCity. (dl) The City is not aware of any current violation of any requirement of law or the presence of any Hazardous Substance relating to the Leased Property. (m) The City has a valid leasehold interest appropriated sufficient moneys to pay the Base Rentals payable in the Site pursuant current Fiscal Year and the Additional Rentals estimated to be payable in the current Fiscal Year. (n) To the best of the City’s knowledge, after due inquiry, the real property on which the Leased Property is located is not in a flood hazard area and has never been subject to material damage from flooding. (o) The City is the owner in fee title to the Leasereal property on which the Leased Property is located. The City and No lien or encumbrance on the BOE understand and agree that property materially impairs the BOE shall have all rightCity’s use of the Leased Property or the Project for the purposes for which they are, title and interest in and or may reasonably be expected to be, held. (p) All taxes, assessments or impositions of any kind with respect to the Leased Property, subject to this Subleaseexcept current taxes, the Lease and the Indenturehave been paid in full. (eq) The City warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in the Leased Property and in any property now or hereafter included in the Project shall be or may be impaired, changed or encumbered in any manner whatsoever except as permitted by this Lease. (r) The Leased Property is properly zoned for the purpose of the Project. (s) The City will not mortgage obtain or encumber cause to be obtained all licenses, permits and other approvals of any other governmental entity having jurisdiction over the City or the Leased Property except as provided herein that are necessary for the Project. (t) Fee Title to the Leased Property is and shall remain in the City, or a permitted assignee of the City, subject to the rights of the Lender hereunder and under the Site Lease.

Representations, Covenants and Warranties of the City. The City hereby represents, covenants and warrants for the benefit of the BOE and the owners from time to time of the Bonds as follows: (a) The City has all requisite power to acquire legal interests in the power Leased Property and authority to execute, deliver, enter into and perform the transactions contemplated by this Sublease Lease and to carry out its obligations hereunderunder this Lease, and has duly executed and delivered this Lease and all other documents related to this Lease. (b) The City is not subject to any legal or contractual limitation or provision of any nature whatsoever which Except as expressly provided in any way limitsthis Lease, restricts or prevents the City from entering into this Sublease will not pledge or performing assign its right, title and interest in and to any of its obligations hereunderrights under this Lease or assign, pledge, mortgage, encumber or grant a security interest in its right, title and interest in, to or under this Lease or the Leased Property. The City represents that neither the Lease nor any interest therein will be transferred or resold except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generallyin compliance with Section 15.05 hereof. (c) There is no action, suit, proceeding, inquiry Neither the execution and delivery of this Lease nor the fulfillment of or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting compliance with the Cityterms and conditions hereof and thereof, nor to the best knowledge consummation of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Sublease hereby and thereby, conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any other agreement or instrument to which the City is now a party and or by which the City is used bound, or contemplated for use in the consummation constitutes a default under any of the transactions contemplated by this Sublease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the City of this Sublease or any such other agreement or instrument or in connection with the carrying out by the City of its obligations under this Sublease or thereunder have been obtainedforegoing. (d) The There is no litigation or proceeding pending or threatened against the City has a valid leasehold interest in or any other person affecting the Site pursuant right of the City to the Lease. The City and the BOE understand and agree that the BOE shall have all right, title and interest in execute this Lease and to the Leased Property, subject to this Sublease, the Lease perform its obligations hereunder and the Indenturethereunder. (e) The City will acknowledges that the obligations of the Authority under this Lease are payable solely from Available Revenue under this Lease and shall not mortgage constitute or encumber give rise to a general obligation of the Leased Property except as provided herein and under the LeaseAuthority.