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

Representations, Covenants and Warranties of the Issuer. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows: (a) The Issuer (1) is a municipal corporation organized and existing under the laws of the State of Kansas, and (2) has lawful power and authority to enter into, execute and deliver the Bond Documents to which the Issuer is a party, and by all necessary corporate action has been duly authorized to execute and deliver this Lease Agreement and any other Bond Documents required to be executed and delivered by it in connection with the issuance of the Bonds, acting by and through its duly authorized officers. (b) It has, by ordinance duly adopted, authorized the issuance, sale, execution and delivery of the Bonds, its entering into and performance of its obligations under, and the execution and delivery on its behalf of, the Bond Indenture and the Bond Documents to which it is a party, under the terms of which the proceeds of the Bonds are to be made available to the Corporation and the rights of the Issuer hereunder (except as provided in the Bond Indenture) are pledged and assigned to the Bond Trustee as security for the payment of all amounts to become due on the Bonds. (c) To the best of the knowledge of the officers of the Issuer executing this Lease Agreement, the execution and delivery of this Lease Agreement, and any other Bond Documents to which the Issuer is a party, by the Issuer will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Issuer is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory rules or regulations applicable to the Issuer or its property. (d) It has not pledged, assigned or granted and will not pledge, assign or grant any of its rights or interest in or under this Lease Agreement for any purpose other than as provided in the Bond Indenture. (e) The Series 2022 Bonds have been issued following the public hearing and public approval requirements of Section 147(f) of the Code. All representations of the Issuer contained herein, in the ordinance authorizing the Bonds or in any certificate or other instrument delivered by the Issuer pursuant hereto, or pursuant to the Bond Indenture, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Bonds as representations of facts existing as of the date of execution and delivery of the instrument containing such representation.

Representations, Covenants and Warranties of the Issuer. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, warrants as follows: (a) The Issuer (1) is a municipal corporation body politic and corporate and a public instrumentality organized and existing under the laws of the State State. Under the provisions of Kansasthe Act, and (2) has lawful power and authority to enter into, execute and deliver the Bond Documents to which the Issuer is a partyauthorized to enter into the transactions contemplated by this Agreement and the Indenture, to issue the Bonds and by all necessary corporate action to carry out its obligations hereunder and under the Indenture. The Issuer has been duly authorized by appropriate proceedings of its governing body to execute and deliver this Lease Agreement and any other Bond Documents required the Indenture and to be executed and delivered by it in connection with the issuance of issue the Bonds, acting by and through its duly authorized officers. (b) It has, by ordinance duly adopted, authorized The Issuer agrees that it will assist in the issuance, sale, execution and delivery financing of the Bonds, its entering into and performance of its obligations under, and Project by loaning to the execution and delivery on its behalf of, the Bond Indenture and the Bond Documents to which it is a party, under the terms of which Borrower the proceeds of the Bonds are sale of the Bonds. Borrower has estimated that the total of the amount to be made available used to re-finance the Corporation Refunded Note, make a termination payment in connection with the cancellation of a hedging agreement associated with the Refunded Note, and pay costs of issuance equals or exceeds $ agrees to issue the rights of the Issuer hereunder (except as provided Bonds in the Bond Indenture) are pledged and assigned to aggregate principal amount of $ shall issue the Bond Trustee as security for the payment of all amounts to become due on the Bonds. (c) To the best of the knowledge of the officers of the Issuer executing this Lease Agreement, Bonds concurrently with the execution and delivery of this Lease Agreement, . (c) The Bonds will be issued under the Indenture and any other Bond Documents will mature at such dates and bear interest at such rates and will be subject to which redemption at the Issuer is a party, by time and at the Issuer will not result redemption prices as set forth in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Issuer is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory rules or regulations applicable to the Issuer or its propertyIndenture. (d) It has not pledged, assigned or granted and The Issuer covenants that it will not pledge, assign or grant pledge the Loan Payments hereunder or any of its rights other amounts pledged pursuant to this Agreement or interest in or under this Lease Agreement for any purpose the Indenture other than as provided in to secure the Bond IndentureBonds. (e) The Series 2022 Bonds have been issued following the public hearing and public approval requirements of Section 147(f) of the Code. All representations of the Issuer contained herein, in the ordinance authorizing the Bonds or in any certificate or other instrument delivered by the Issuer pursuant hereto, or pursuant to the Bond Indenture, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Bonds as representations of facts existing as of the date of execution and delivery of the instrument containing such representation.

Representations, Covenants and Warranties of the Issuer. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as followswarrants that: (a) The Issuer (1) is a municipal corporation organized political subdivision of the State, duly created and existing under the laws of the State State. Under the provisions of Kansasthe Act, and (2) has lawful power and authority to enter into, execute and deliver the Bond Documents to which the Issuer is a party, authorized to enter into the transactions contemplated by this Agreement and by all necessary corporate action the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Lease Agreement, the Tax Regulatory Agreement and any other Bond Documents required to be executed and delivered by it in connection with the issuance of the Bonds, acting by and through its duly authorized officersIndenture. (b) It hasThe Issuer covenants that it will not pledge the amounts derived from this Agreement other than as contemplated by the Indenture. (c) Except as provided herein and in the Indenture, by ordinance duly adoptedthe Issuer has not and shall not assign, authorized encumber, convey or otherwise dispose of its rights hereunder. (d) The Issuer shall not sell, assign, encumber (other than pursuant to the issuance, sale, execution and delivery granting clauses of the BondsIndenture), its entering into and performance convey or otherwise dispose of its obligations underinterest in this Agreement and in the amounts payable hereunder during the term of this Agreement, except as set forth in this Section, without the prior written consent of the Company and the execution Trustee and delivery on its behalf ofany purported disposition without such consent shall be void. (e) Based upon the information provided to the Issuer, the Issuer hereby finds and determines that the refinancing of the Prior Project through the issuance of the Bonds will further the public purposes of the Act. (f) The Issuer hereby covenants to comply with the provisions of the Code applicable to the Bonds as in effect on the date of issuance of the Bonds and not to take any action or fail to take any action which would cause the interest on the Bonds to lose the exclusion from gross income for purposes of federal income taxation (except any Bond Indenture and the for any period during which such Bond Documents to which it is held by a party, under the terms “substantial user” of which a facility refinanced with the proceeds of the Bonds or a “related person” as such terms are to be made available to the Corporation and the rights of the Issuer hereunder (except as provided defined in the Bond Indenture) are pledged and assigned to the Bond Trustee as security for the payment of all amounts to become due on the Bonds. (c) To the best of the knowledge of the officers of the Issuer executing this Lease Agreement, the execution and delivery of this Lease Agreement, and any other Bond Documents to which the Issuer is a party, by the Issuer will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Issuer is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory rules or regulations applicable to the Issuer or its property. (d) It has not pledged, assigned or granted and will not pledge, assign or grant any of its rights or interest in or under this Lease Agreement for any purpose other than as provided in the Bond Indenture. (e) The Series 2022 Bonds have been issued following the public hearing and public approval requirements of Section 147(f147(a) of the Code). All representations The Issuer agrees that it shall at all times do and perform all acts and things necessary under the Code as in effect on the date of issuance of the Issuer contained herein, Bonds in order to assure that interest paid on the ordinance authorizing Bonds (except any Bond for any period during which such Bond is held by a “substantial user” of a facility refinanced with the proceeds of the Bonds or a “related person” as such terms are defined in any certificate or other instrument delivered by Section 147(a) of the Issuer pursuant heretoCode) shall, or pursuant to for purposes of federal income taxation, be and remain excludable from the Bond Indenture, or gross income of the recipients thereof under the Code as in connection with effect on the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery date of issuance of the Bonds and that it will refrain from doing or performing any act or thing that will cause such interest not to be so excludable. Notwithstanding anything contained in this Section to the contrary, the Issuer shall not have any liability to the Owners, the Trustee or otherwise as representations a result of facts existing as its failure to comply with the provisions of the date of execution and delivery of the instrument containing such representationthis Section.

Representations, Covenants and Warranties of the Issuer. The Issuer represents, warrants and covenants and warrants, to the best of its knowledge and belief, as followsthat: (a) The Issuer (1) it is a municipal corporation public body corporate and politic constituting an instrumentality of the State, duly organized and existing under the laws of the State State, particularly the Act. The Issuer is authorized to issue the Bonds in accordance with the Act and to use the proceeds from the sale of Kansas, the Bonds to make the loan to the Borrower; (b) the Issuer has complied with the provisions of the Act and (2) has lawful full power and authority pursuant to enter intothe Act to consummate all transactions contemplated by this Loan Agreement, execute the Bonds, the Indenture, the Resolutions, and any and all other agreements relating thereto and to issue, sell and deliver the Bond Documents to which Bonds as provided in the Indenture; (c) by the Resolutions duly adopted by the Issuer is a partyand still in full force and, effect, the Issuer has duly authorized the execution, delivery and due performance of this Loan Agreement, the Indenture and the Bonds, and the taking of any and all actions as may be required on the date hereof on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by all necessary corporate action has been duly authorized to execute and deliver this Lease Loan Agreement and any other Bond Documents required to be executed and delivered by it the Indenture. All approvals of the Issuer necessary in connection with the issuance foregoing have been received; (d) the Bonds have been duly authorized, executed, issued and delivered and constitute the valid and binding special obligation of the BondsIssuer, acting the principal of, premium, if any, and interest on which are payable solely from the revenues and other moneys derived pursuant to this Loan Agreement and pledged therefor by the Resolutions. The Bonds shall not be in any way a debt or liability of the State or of any political subdivision thereof, except the Issuer, and through its duly authorized officers.shall not create or constitute any indebtedness, liability or obligation of the State or of any political subdivision thereof, except the Issuer, whether legal, moral or otherwise; (be) It has, by ordinance duly adopted, authorized the issuance, sale, execution and delivery of the Bonds, its entering into and performance of its obligations under, and the execution and delivery on its behalf of, the Bond Indenture and the Bond Documents to which it is a party, under the terms of which the proceeds of the Bonds are to be made available to the Corporation and the rights of the Issuer hereunder (except as provided in the Bond Indenture) are pledged and assigned to the Bond Trustee as security for the payment of all amounts to become due on the Bonds. (c) To the best of the knowledge of the officers of the Issuer executing this Lease Agreement, the execution and delivery of this Lease Loan Agreement, the Indenture and any other Bond Documents to which the Bonds, and compliance with the provisions hereof and thereof, do not conflict with or constitute on the part of the Issuer is a party, by violation of the Issuer will not result in Constitution of the State or a violation or breach of or default under its by- laws or any of the terms ofstatute, or constitute a default under, any indenture, mortgage, deed of trust, lease note agreement or other agreement or instrument to which the Issuer is a party or by which it the Issuer is bound or, to the knowledge of the Issuer, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its property activities or properties. All consents, approvals, authorizations and orders of governmental or regulatory authorities which are required to be obtained by the Issuer for the consummation of the transactions contemplated hereby and thereby have been obtained; (f) the Issuer shall apply the proceeds from the sale of the Bonds and the revenues derived under this Loan Agreement for the purposes specified and in the manner provided in this Loan Agreement; (g) to the best knowledge of the Issuer, there is bound no action, suit, proceeding or its bylaws investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer, or any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby, or which in any way would materially adversely affect the validity of the Bonds, the Indenture, the Resolutions, this Loan Agreement, any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby or the exemption from taxation as set forth herein; and (h) any certificate signed by an Authorized Issuer Representative and delivered to the Bank, the Trustee or the Borrower shall be deemed a representation and warranty by the Issuer to the Bank, the Trustee or the Borrower, as the case may be, as to the statements made therein. It is specifically understood and agreed that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the constitutional statements, materials (financial or statutory rules otherwise), representations or regulations applicable certifications furnished or to the Issuer or its property. (d) It has not pledged, assigned or granted be made and will not pledge, assign or grant any of its rights or interest in or under this Lease Agreement for any purpose other than as provided in the Bond Indenture. (e) The Series 2022 Bonds have been issued following the public hearing and public approval requirements of Section 147(f) of the Code. All representations of the Issuer contained herein, in the ordinance authorizing the Bonds or in any certificate or other instrument delivered furnished by the Issuer pursuant hereto, or pursuant to the Bond Indenture, or Borrower in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Bonds Bonds, or as representations to the correctness, completeness or accuracy of facts existing as of the date of execution and delivery of the instrument containing such representationstatements.