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

Representations, Covenants and Warranties of the Corporation. The Corporation represents, covenants and warrants to the County as follows: (a) The Corporation is a nonprofit corporation organized, existing and in good standing under the laws of the State and has the power to enter into this First Supplemental Agreement and the First Supplemental Trust Agreement. (b) The Corporation has duly authorized the execution and delivery of this First Supplemental Agreement, the First Supplemental Trust Agreement and the Series 2018 Notes. (c) Neither the execution and delivery of this First Supplemental Agreement and the First Supplemental Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws of the Corporation or any agreement or instrument to which the Corporation is now a party or by which the Corporation or its property is bound, or constitutes a default under any of the foregoing. (f) The Corporation will make no use of the proceeds of the Series 2018 Notes or of any other amounts or property regardless of the source or take any action that, or refrain from taking any action, as to which the failure to take such action, may cause the Series 2018 Notes (or the Installment Payments relating thereto) to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), “private activity bonds” within the meaning of Section 141 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code. To that end, so long as any Installment Payment relating to the Series 2018 Notes remains unpaid, the Corporation, with respect to such proceeds and such other funds, will comply with all requirements of such Sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect. (g) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the Corporation challenging the validity or enforceability of this First Supplemental Agreement, the First Supplemental Trust Agreement, or the Series 2018 Notes or any other documents relating hereto and thereto or the performance of the Corporation’s obligations hereunder or thereunder.

Representations, Covenants and Warranties of the Corporation. The Corporation represents, covenants and warrants to the County District as follows: (a) The Corporation is a nonprofit corporation organized, existing duly organized and in good standing under the laws of the State of California, has full legal right, power and has the power authority to enter into this First Supplemental Agreement Installment Purchase Contract and the First Supplemental Trust Agreement. (b) The Corporation to carry out and consummate all transactions contemplated by this Installment Purchase Contract and by proper action has duly authorized the execution and delivery and due performance of this First Supplemental Agreement, the First Supplemental Trust Agreement and the Series 2018 NotesInstallment Purchase Contract. (cb) Neither the The execution and delivery of this First Supplemental Agreement Installment Purchase Contract and the First Supplemental Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions herein contemplated hereby will not violate any provision of law, any order of any court or therebyother agency of government, conflicts with or results in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws of the Corporation or any indenture, material agreement or other instrument to which the Corporation is now a party or by which the Corporation it or any of its property properties or assets is bound, or constitutes be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the foregoingproperties or assets of the Corporation. (fc) The Corporation will make no use Neither the Corporation, nor the Bank as assignee of the proceeds Corporation, will assign the Installment Purchase Contract or its right to receive Installment Payments from the District, or its duties and obligations under the Installment Purchase Contract to any other person, firm or corporation, except to affiliates of the Series 2018 Notes Corporation or of any other amounts or property regardless affiliates of the source Bank or take to banks, insurance companies or other financial institutions or their affiliates, including participation arrangements with such entities; provided, (i) no such assignment shall be made that would cause there to be more than 15 such assignees or any action that, or refrain from taking any action, as to which the failure to take such action, may cause the Series 2018 Notes (or interest in the Installment Payments relating theretoof less than $100,000 and (ii) to be “arbitrage bonds” within the meaning such assignee shall deliver a letter of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), “private activity bonds” within the meaning of Section 141 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code. To that end, so long as any Installment Payment relating representations to the Series 2018 Notes remains unpaid, the Corporation, with respect District in a form addressed to such proceeds and such other funds, will comply with all requirements of such Sections of the Code and all regulations of the United States Department of the Treasury issued thereunder acceptable to the extent that such requirements are, at the time, applicable District and in effect. (g) There is no action, suit, proceeding or investigation at law or substantially the same form delivered by the Bank in equity before or by any court, public board or body pending or threatened against or affecting connection with the Corporation challenging the validity or enforceability execution of this First Supplemental Agreement, the First Supplemental Trust Agreement, or the Series 2018 Notes or any other documents relating hereto and thereto or the performance of the Corporation’s obligations hereunder or thereunderInstallment Purchase Contract.

Representations, Covenants and Warranties of the Corporation. The Corporation represents, covenants and warrants to warrants, for the County benefit of the District and the Trustee, as follows: (a) The Corporation is a nonprofit corporation duly organized, existing and in good standing under the laws of the State and State, is duly qualified to do business in the State, has the all necessary power to enter into this First Supplemental Agreement Lease, is possessed of full power to own, hold and the First Supplemental Trust Agreement. lease (bas lessor or lessee) The Corporation personal property and has duly authorized the execution and delivery of this First Supplemental AgreementLease. This Lease has been duly executed by an authorized officer of the Corporation and constitutes a legal, valid and binding obligation of the First Supplemental Trust Agreement Corporation enforceable against the Corporation in accordance with its terms, subject to any applicable bankruptcy, insolvency, moratorium or other similar laws or equitable principals affecting the enforcement of creditor's rights generally and liens securing such rights. (b) The Corporation will not pledge or assign the Series 2018 NotesLease Revenues or any of its other rights under this Lease except pursuant to the Indenture, and will not encumber the 2023 Leased Property except for Permitted Encumbrances. (c) Neither the execution and delivery of this First Supplemental Agreement and the First Supplemental Trust Agreementhereof, nor the fulfillment of or compliance with the terms and conditions hereof or thereofhereof, nor the consummation of the transactions contemplated hereby or therebyhereby, conflicts with or results in a breach of the terms, conditions or and provisions of the articles of incorporation or bylaws of the Corporation any restriction or any agreement or instrument to which the Corporation is now a party or by which the Corporation or its property is bound, bound or constitutes a default under any of the foregoing. (fd) Except as specifically provided in this Lease and the Indenture, the Corporation will not assign this Lease, its rights to payments from the District, nor its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.2. (e) The Corporation acknowledges and recognizes that this Lease will make no use be terminated upon the occurrence of an Event of Nonappropriation and that such event is a legislative act and, as such, is solely within the discretion of the proceeds of the Series 2018 Notes or of any other amounts or property regardless of the source or take any action that, or refrain from taking any action, as to which the failure to take such action, may cause the Series 2018 Notes (or the Installment Payments relating thereto) to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), “private activity bonds” within the meaning of Section 141 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code. To that end, so long as any Installment Payment relating to the Series 2018 Notes remains unpaid, the Corporation, with respect to such proceeds and such other funds, will comply with all requirements of such Sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effectBoard. (gf) There To the Corporation's knowledge, there is no action, suit, litigation or proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or the Corporation affecting the right of the Corporation challenging the validity or enforceability of to execute and deliver this First Supplemental Agreement, the First Supplemental Trust Agreement, Lease or the Series 2018 Notes Indenture or any other documents relating hereto and thereto or the performance of the Corporation’s to perform its obligations hereunder or thereunder.

Representations, Covenants and Warranties of the Corporation. The Corporation represents, covenants and warrants to the County as follows: (a) The Corporation is a nonprofit corporation organized, existing and in good standing under the laws of the State and has the power to enter into this First Supplemental Agreement and the First Supplemental Trust AgreementState. (b) The Corporation’s articles of incorporation and bylaws authorize the Corporation to (i) execute and deliver this Master Agreement and the Master Trust Agreement, (ii) enter into the transactions contemplated hereby and thereby and (iii) perform its obligations hereunder and thereunder. (c) The Corporation has duly authorized the execution and delivery of this First Supplemental Agreement, the First Supplemental Trust Master Agreement and the Series 2018 NotesMaster Trust Agreement. (cd) Neither the execution and delivery of this First Supplemental Master Agreement and or the First Supplemental Master Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws of the Corporation or any agreement or instrument to which the Corporation is now a party or by which the Corporation or its property is bound, or constitutes a default under any of the foregoing. (fe) The Corporation will make no use of the proceeds of the Series 2018 Notes No approval or of consent is required from any other amounts or property regardless of the source or take any action that, or refrain from taking any action, as to which the failure to take such action, may cause the Series 2018 Notes (or the Installment Payments relating thereto) to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), “private activity bonds” within the meaning of Section 141 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code. To that end, so long as any Installment Payment relating to the Series 2018 Notes remains unpaid, the Corporation, governmental authority with respect to the entering into or performance by the Corporation of this Master Agreement and the Master Trust Agreement and any other documents related thereto and the transactions contemplated hereby and thereby, or if such proceeds and such other fundsapproval is required, it has been duly obtained. (f) During the term of this Master Agreement, the Corporation will maintain its existence as a nonprofit corporation, will comply not dissolve or otherwise dispose of all or substantially all of its assets, if any, will not become a general or limited partner in any partnership or a joint venturer in any joint venture and will not combine or consolidate with all requirements of such Sections of the Code and all regulations of the United States Department of the Treasury issued thereunder or merge into any other entity or permit one or more other entities to the extent that such requirements are, at the time, applicable and in effectconsolidate with or merge into it. (g) During the term of this Master Agreement, the Corporation will be qualified to do business in the State. (h) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the Corporation challenging the validity or enforceability of this First Supplemental Master Agreement, the First Supplemental Master Trust Agreement, or the Series 2018 Notes Agreement or any other documents agreements of the Corporation relating hereto and thereto or the performance by the Corporation of the Corporation’s its obligations hereunder or thereunder.