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

Representations, Covenants and Warranties of the County. The (a) The County is a political subdivision of the State, duly organized and existing under the laws of the State. The County is authorized to enter into the transactions contemplated by this Lease and to carry out its obligations under this Lease. The County has duly authorized and approved the execution and delivery of this Lease and the Site Lease. DRAFT (b) The acquisition, construction and equipping of the Project by the County under the terms and conditions provided for in this Lease, are necessary, convenient, in furtherance of and will at all times be used in connection with the County’s governmental and proprietary purposes and functions (except to the extent that subleasing of the Leased Property by the County is permitted by Section 13.02 of this Lease) and is in the best interests of the citizens of the County, and no portion of the Leased Property will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State except with the prior Approval of Bond Counsel. (c) Neither the execution and delivery of this Lease or the Site Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (d) There is no litigation or proceeding pending or threatened against the County or any other person affecting the right of the County to execute this Lease or the Site Lease or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein. (e) To the best knowledge of the County, after due inquiry, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, “Environmental Regulations”), and also including urea-formaldehyde, polychlorinated biphenyls, DRAFT asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Site Leased Property to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now or have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Site Leased Property in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site Leased Property into the environment; (iii) the Site Leased Property has not been used as or for a mine, landfill, a dump or other disposal facility, industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site Leased Property or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site Leased Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site Leased Property by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site Leased Property; (viii) the Site Leased Property is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Site Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance.

Representations, Covenants and Warranties of the County. TheThe County represents, covenants and warrants to the Corporation as follows: (a) The County is a political subdivision of the State, duly organized . (b) The Constitution and existing under the laws of the State. The State authorize the County is authorized to (i) execute and deliver this Master Agreement and the Deed of Trust, (ii) enter into the transactions contemplated by this Lease hereby and to carry out thereby and (iii) perform its obligations under this Lease. hereunder and thereunder. (c) The County has duly authorized and approved the execution and delivery of this Lease Master Agreement and the Site Lease. DRAFT (b) The acquisition, construction Deed of Trust in accordance with the Constitution and equipping laws of the Project by the County under the terms and conditions provided for in this Lease, are necessary, convenient, in furtherance of and will at all times be used in connection with the County’s governmental and proprietary purposes and functions (except to the extent that subleasing of the Leased Property by the County is permitted by Section 13.02 of this Lease) and is in the best interests of the citizens of the County, and no portion of the Leased Property will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State except with the prior Approval of Bond CounselState. (cd) Neither the execution and delivery of this Lease or Master Agreement and the Site LeaseDeed of Trust, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site Leasehereof 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 any restriction or its organizational documents or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (d) There is no litigation or proceeding pending or threatened against the County or any other person affecting the right of the County to execute this Lease or the Site Lease or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein. (e) To Other than building permits or other procedural requirements which are a prerequisites to the best knowledge construction of the County, after due inquiry, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed School Project and the approval of this Master Agreement and any Supplemental Agreement by the provisions Local Government Commission as required by the Act, no approval or consent is required from any governmental authority with respect to the entering into or performance by the County of this Master Agreement or the Deed of Trust and any federalother documents related thereto and the transactions contemplated hereby and thereby, state or local lawif such approval is required, statuteit has been duly obtained. (f) There is no action, codesuit, ordinanceproceeding or investigation at law or in equity before or by any court, regulation, requirement public board or rule relating thereto (collectively, “Environmental Regulations”), and also including urea-formaldehyde, polychlorinated biphenyls, DRAFT asbestos, asbestos containing materials, nuclear fuel body pending or waste, radioactive materials, explosives, carcinogens and petroleum products, threatened against or affecting the County challenging the validity or enforceability of this Master Agreement or the Deed of Trust or any other waste, material, substance, pollutant or contaminant which would subject the owner agreements of the Site Leased Property to any damages, penalties County relating hereto or liabilities thereto or the performance by the County of its obligations under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now this Master Agreement or have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed the Deed of in, upon, under, over or from the Site Leased Property in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site Leased Property into the environment; (iii) the Site Leased Property has not been used as or for a mine, landfill, a dump or other disposal facility, industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site Leased Property or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site Leased Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site Leased Property by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site Leased Property; (viii) the Site Leased Property is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Site Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous SubstanceTrust.

Representations, Covenants and Warranties of the County. The (a) The County is a political subdivision body corporate and politic of the State, duly organized and existing under the laws of the State. The County is authorized to enter into the transactions contemplated by the Site Lease and this Lease and to carry out its obligations under this Lease. The County has duly authorized and approved the execution and delivery of this Lease and the Site Lease. DRAFT. (b) The acquisition, construction and equipping of County agrees that it will apply the Rental Payment to the Project. (c) The Project by the County under the terms and conditions provided for in this Lease, are is necessary, convenient, in furtherance of and will at all times be used in connection with the County’s governmental and proprietary purposes and functions (except to the extent that subleasing of the Leased Property by the County is permitted by Section 13.02 of this Lease) and is in the best interests of the citizens of the County, and no material portion of the Leased Property Project will be used directly or indirectly in any trade or business carried on by any person other than a political subdivision or governmental unit of the State except with the prior Approval of Bond CounselState. (cd) Neither the execution and delivery of this the Site Lease or the Site this Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease and or the Site Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (de) There is no litigation or proceeding pending or threatened against the County or any other person affecting the right of the County to execute this Lease or the Site Lease Lease, or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein. (ef) To With respect to the best knowledge of the County, after due inquiryLeased Property, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, “Environmental Regulations”), and also including urea-formaldehyde, polychlorinated biphenyls, DRAFT asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Site Leased Property to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now or or, to the best knowledge of the County, after due inquiry, have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Site Leased Property in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site Leased Property into the environment; (iii) the Site Leased Property has not been used as or for a mine, landfill, a dump or other disposal facility, industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site Leased Property or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site Leased Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site Leased Property by any governmental entity or agency which in any way relates to Hazardous Substances; (viv) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (viivi) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site Leased Property; (viiivii) the Site Leased Property is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ixviii) the Site Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance. (g) The County has experienced no material adverse change in its financial condition since December 31, 2017. (h) The County has never failed to appropriate or defaulted in any material respect under any of its payment or performance obligations or covenants, either under any municipal lease of the same general nature as this Lease, or under any of its bonds, notes or other obligations of indebtedness for which its revenues or general credit are pledged. (i) The County has implemented and maintains in effect policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the County and its officers and employees and, to the knowledge of the County, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the County or to the knowledge of the County, any of its directors, officers or employees, or (b) to the knowledge of the County, any agent of the County that will act in any capacity in connection with or benefit from the Site Lease or this Lease, is a Sanctioned Person. Neither the Site Lease, the Lease, any borrowing hereunder, the use of proceeds or other transaction contemplated by the Site Lease or this Lease will violate any Anti-Corruption Law or applicable Sanctions. (j) The County will maintain in effect and enforce policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (k) The County shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of the Site Lease or the Lease, the Project or the Leased Property (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Notwithstanding any provisions to contrary contained herein, any violation of this provision shall constitute an immediate Event of Default hereunder.

Representations, Covenants and Warranties of the County. TheThe County represents, covenants and warrants to the Lender as follows: (a) The County is a political subdivision of the State, body corporate and politic duly organized and validly existing under and by virtue of the Constitution and laws of the State. State of North Carolina. (b) The Constitution and laws of the State authorize the County is authorized to execute and deliver this Agreement and the Deed of Trust and to enter into the transactions contemplated by this Lease and to carry out its obligations under this Lease. Agreement and the Deed of Trust. (c) The County has duly authorized and approved the execution and delivery of executed this Lease Agreement and the Site Lease. DRAFT (b) The acquisition, construction Deed of Trust in accordance with the Constitution and equipping laws of the Project by the County under the terms and conditions provided for in this Lease, are necessary, convenient, in furtherance of and will at all times be used in connection with the County’s governmental and proprietary purposes and functions (except to the extent that subleasing of the Leased Property by the County is permitted by Section 13.02 of this Lease) and is in the best interests of the citizens of the County, and no portion of the Leased Property will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State except with the prior Approval of Bond CounselState. (cd) Neither the execution and delivery of this Lease or Agreement and the Site LeaseDeed of Trust, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site Leasehereof 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 or any charter provision, restriction or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (d) There is no litigation or proceeding pending or threatened against the County or any other person affecting the right of the County to execute this Lease or the Site Lease or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein. (e) To No approval or consent is required from any governmental authority with respect to the best knowledge entering into or performance by the County of this Agreement, the Deed of Trust and all other documents related thereto and the transactions contemplated hereby and thereby, or if such approval is required, it has been duly obtained. (f) 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 County challenging the validity or enforceability of this Agreement, the Deed of Trust or any other documents relating hereto and the performance of the County’s obligations hereunder and thereunder. (g) The County will obtain or cause to be obtained all licenses, after due inquirypermits and other approvals of any other governmental entity having jurisdiction over the County or the Project that are necessary for the acquisition of the Project. (h) The Lender has represented to the County that it is entering into this Agreement in evidence of a privately negotiated loan. As such, the County agrees that it will not (i) no dangerousrequest the assignment of a rating on this Agreement from any municipal securities rating agency, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, “Environmental Regulations”), and also including urea-formaldehyde, polychlorinated biphenyls, DRAFT asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, ii) register this Agreement with The Depositary Trust Company or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Site Leased Property to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, “Hazardous Substances”) are now or have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Site Leased Property in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Site Leased Property into the environment; (iii) the Site Leased Property has not been used as or for a mine, landfill, a dump or other disposal facility, industrial or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the Site Leased Property or has previously been located therein but has been removed therefrom; (v) no violation of any Environmental Regulation now exists relating to the Site Leased Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Site Leased Property by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Site Leased Property; (viii) the Site Leased Property is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Site Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance.securities depository,