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

Representations, Covenants and Warranties of the Lessee. The Lessee represents, covenants and warrants as follows:‌ (a) the Lessee is a political subdivision of the State; (b) the Lessee has full power and authority to execute this Facilities Lease and perform its obligations hereunder; (c) the Lessee Board has duly authorized the execution of the Bond Documents to which it is a party and the performance of its obligations thereunder; (d) the execution of this Facilities Lease and the performance of its obligations hereunder and compliance with the terms hereof by the Lessee will not conflict with, or constitute a default under, any law (including administrative rule), judgment, decree, order, permit, license, agreement, mortgage, lease or other instrument to which the Lessee is subject or by which the Lessee or any of its property is bound; (e) the Lessee is not in violation of any Law, which violation could adversely affect the performance of its obligations under this Facilities Lease; (f) the Lessee presently expects to have sufficient Available Funds to satisfy its obligations under this Facilities Lease, and the Lessee will use its best efforts to manage its affairs in such a way as to maximize the amount of funds available for appropriation by the Lessee to pay Rental Payments, Administrative Fees and other payments required or elected, if any, to be made by the Lessee under this Facilities Lease during the respective Fiscal Year; provided, however, the Lessee has no obligation to Appropriate Available Funds in any Fiscal Year, regardless of the amount of funds eligible to be Available Funds in its possession and in no event is the Lessee required to pursue funding before the Lessee can terminate this Facilities Lease;‌ (g) this Facilities Lease is a legal, valid and binding current obligation of the Lessee, enforceable in accordance with its terms; (h) The Lessee will recognize economic and other benefits by the leasing of the Project pursuant to this Facilities Lease; the Project is property that is necessary and essential to the County’s purpose and operations; and the County expects that the Project will adequately serve the needs for which it is being leased throughout the Term; (i) except as otherwise provided herein, the Lessee will be the sole lessee of the Project, and the Lessee will use the Project during the term of this Facilities Lease in the same manner and for the same purposes as the Lessee uses its other public facilities; (j) the Lessee agrees to provide, and hereby commits to providing, the notices and/or information required by the continuing disclosure undertakings set forth in the Form of Continuing Disclosure Agreement attached as Appendix I hereto at the times and in the manner specified in Appendix I; (k) the Lessee agrees to keep the Project free and clear of all liens, encumbrances and security interests (other than the Permitted Encumbrances); (l) the Lessee has complied and will continue to comply with all open meeting laws, all public bidding or procurement laws and all other State and federal laws applicable to the execution, delivery and performance of its obligations under this Facilities Lease and to the use and occupancy of the Project by the Lessee; (m) except for approval of the Attorney General of the State with respect to the Bonds, no further approval, consent or withholding of objections is required from any governmental authority with respect to this Facilities Lease; and (n) the Lessee agrees to file, or cause to be filed, any UCC financing statements, or instruments effective as financing statements, which the Lessor is required to file pursuant to this Agreement.

Representations, Covenants and Warranties of the Lessee. The Lessee represents, covenants covenants, and warrants to the Lessor as follows:‌follows: (a) the Lessee is a political subdivision of the State; (b) the Lessee has full power and authority to execute execute, deliver, and perform under this Facilities Lease; all required procedures with respect to Lessee's execution, delivery, and performance of this Lease have been (or will be) complied with properly and in a timely manner; the execution, delivery, and performance of this Lease by Lessee have been duly authorized by Lessee and are not in contravention of any applicable laws or the terms of any other agreement to which Lessee is a party; this Lease and perform its the Certificates evidence valid and binding obligations hereunder;of Lessee enforceable in accordance with their terms; and the Rent Payments are contractual obligations of the Lessee within the meaning of Section 6- 15A-8 of the Act. (b) There are no pending or threatened actions, suits, proceedings, or investigations contesting the authority for execution, delivery, or performance of, or expenditure of funds pursuant to this Lease. (c) Information supplied and statements made or to be made by Lessee in any financial statement or current budget prior to or contemporaneously with this Lease and in any offering materials relating to the Lessee Board has duly authorized the execution sale of the Bond Documents Certificates are now, and will be true and correct on the Closing Date, and do not and will not omit to state any material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it is a party and the performance of its obligations thereunder;they are made, not misleading. (d) Lessee (i) has immediate need for, and expects to make immediate use of, substantially all of the execution Property being leased under this Lease that relates to the initial installment delivery of the Certificates, which need, at the time of approval of this Facilities Lease, is not temporary or expected to diminish in the foreseeable future and (ii) will have an immediate need for, and expects to make immediate use of substantially all of the Property being leased under this Lease and pursuant to any future installment delivery of the performance of its obligations hereunder and compliance with the terms hereof by the Lessee Certificates, which need will not conflict with, be temporary or constitute a default under, any law (including administrative rule), judgment, decree, order, permit, license, agreement, mortgage, lease or other instrument expected to which diminish in the Lessee is subject or by which the Lessee or any foreseeable future following such acquisition of its property is bound;such Property. (e) the Lessee is not in violation of any Law, which violation could adversely affect the performance of its obligations under this Facilities Lease; (f) the Lessee presently expects to have sufficient Available Funds to satisfy its obligations under this Facilities Lease, and the Lessee will use its best efforts to manage its affairs in such a way as to maximize the amount of funds available for appropriation by the Lessee to pay Rental Payments, Administrative Fees and other payments required or elected, if any, to be made by the Lessee under this Facilities Lease during the respective Fiscal Year; provided, however, the Lessee has no obligation to Appropriate Available Funds in any Fiscal Year, regardless received a copy of the amount of funds eligible Trust Indenture and has reviewed the terms and provisions thereof and such terms are acceptable to be Available Funds in its possession and in no event is the Lessee required to pursue funding before the Lessee can terminate this Facilities Lease;‌ (g) this Facilities Lease is a legal, valid and binding current obligation of the Lessee, enforceable in accordance with its terms; (h) The Lessee will recognize economic and other benefits by the leasing of the Project pursuant to this Facilities Lease; the Project is property that is necessary and essential to the County’s purpose and operations; and the County expects that the Project will adequately serve the needs for which it is being leased throughout the Term; (i) except as otherwise provided herein, the Lessee will be the sole lessee of the Project, and the Lessee will use the Project during the term of this Facilities Lease in the same manner and for the same purposes as the Lessee uses its other public facilities; (j) the Lessee agrees to provide, and hereby commits to providing, the notices and/or information required by the continuing disclosure undertakings set forth in the Form of Continuing Disclosure Agreement attached as Appendix I hereto at the times and in the manner specified in Appendix I; (k) the Lessee agrees to keep the Project free and clear of all liens, encumbrances and security interests (other than the Permitted Encumbrances); (l) the Lessee has complied and will continue to comply with all open meeting laws, all public bidding or procurement laws and all other State and federal laws applicable to the execution, delivery and performance of its obligations under this Facilities Lease and to the use and occupancy of the Project by the Lessee; (m) except for approval of the Attorney General of the State with respect to the Bonds, no further approval, consent or withholding of objections is required from any governmental authority with respect to this Facilities Lease; and (n) the Lessee agrees to file, or cause to be filed, any UCC financing statements, or instruments effective as financing statements, which the Lessor is required to file pursuant to this Agreement.

Representations, Covenants and Warranties of the Lessee. The Lessee represents, covenants covenants, and warrants to the Lessor as follows:‌follows: (a) the Lessee is a political subdivision of the State; (b) the Lessee has full power and authority to execute execute, deliver, and perform under this Facilities Lease; all required procedures with respect to Xxxxxx's execution, delivery, and performance of this Lease have been (or will be) complied with properly and in a timely manner; the execution, delivery, and performance of this Lease by Lessee have been duly authorized by Xxxxxx and are not in contravention of any applicable laws or the terms of any other agreement to which Lessee is a party; this Lease and perform its the Certificates evidence valid and binding obligations hereunder;of Lessee enforceable in accordance with their terms; and the Rent Payments are contractual obligations of the Lessee within the meaning of § 6-15A-3 of the Act. (b) There are no pending or threatened actions, suits, proceedings, or investigations contesting the authority for execution, delivery, or performance of, or expenditure of funds pursuant to this Lease. (c) Information supplied and statements made or to be made by Xxxxxx in any financial statement or current budget prior to or contemporaneously with this Lease and in any offering materials relating to the Lessee Board has duly authorized the execution sale of the Bond Documents Certificates are now, and will be true and correct on the Closing Date, and do not and will not omit to state any material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it is a party and the performance of its obligations thereunder;they are made, not misleading. (d) Lessee (i) has immediate need for, and expects to make immediate use of, substantially all of the execution Property being leased under this Lease that relates to the initial installment delivery of the Certificates, which need, at the time of approval of this Facilities Lease, is not temporary or expected to diminish in the foreseeable future and (ii) will have an immediate need for, and expects to make immediate use of substantially all of the Property being leased under this Lease and pursuant to any future installment delivery of the performance of its obligations hereunder and compliance with the terms hereof by the Lessee Certificates, which need will not conflict with, be temporary or constitute a default under, any law (including administrative rule), judgment, decree, order, permit, license, agreement, mortgage, lease or other instrument expected to which diminish in the Lessee is subject or by which the Lessee or any foreseeable future following such acquisition of its property is bound;such Property. (e) the Lessee is not in violation of any Law, which violation could adversely affect the performance of its obligations under this Facilities Lease; (f) the Lessee presently expects to have sufficient Available Funds to satisfy its obligations under this Facilities Lease, and the Lessee will use its best efforts to manage its affairs in such a way as to maximize the amount of funds available for appropriation by the Lessee to pay Rental Payments, Administrative Fees and other payments required or elected, if any, to be made by the Lessee under this Facilities Lease during the respective Fiscal Year; provided, however, the Lessee has no obligation to Appropriate Available Funds in any Fiscal Year, regardless received a copy of the amount of funds eligible Trust Indenture and has reviewed the terms and provisions thereof and such terms are acceptable to be Available Funds in its possession and in no event is the Lessee required to pursue funding before the Lessee can terminate this Facilities Lease;‌ (g) this Facilities Lease is a legal, valid and binding current obligation of the Lessee, enforceable in accordance with its terms; (h) The Lessee will recognize economic and other benefits by the leasing of the Project pursuant to this Facilities Lease; the Project is property that is necessary and essential to the County’s purpose and operations; and the County expects that the Project will adequately serve the needs for which it is being leased throughout the Term; (i) except as otherwise provided herein, the Lessee will be the sole lessee of the Project, and the Lessee will use the Project during the term of this Facilities Lease in the same manner and for the same purposes as the Lessee uses its other public facilities; (j) the Lessee agrees to provide, and hereby commits to providing, the notices and/or information required by the continuing disclosure undertakings set forth in the Form of Continuing Disclosure Agreement attached as Appendix I hereto at the times and in the manner specified in Appendix I; (k) the Lessee agrees to keep the Project free and clear of all liens, encumbrances and security interests (other than the Permitted Encumbrances); (l) the Lessee has complied and will continue to comply with all open meeting laws, all public bidding or procurement laws and all other State and federal laws applicable to the execution, delivery and performance of its obligations under this Facilities Lease and to the use and occupancy of the Project by the Lessee; (m) except for approval of the Attorney General of the State with respect to the Bonds, no further approval, consent or withholding of objections is required from any governmental authority with respect to this Facilities Lease; and (n) the Lessee agrees to file, or cause to be filed, any UCC financing statements, or instruments effective as financing statements, which the Lessor is required to file pursuant to this Agreement.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows:‌follows: (a) the Lessee is a political subdivision of the State; (b) the The Lessee has full the power and authority to execute enter into the transactions contemplated by this Facilities Second Supplemental City Lease and perform its obligations hereunder; (c) the Lessee Board has duly authorized the execution of the Bond Documents other documents contemplated hereby to which it is a party and the performance of to carry out its obligations hereunder and thereunder;. The Lessee has been duly authorized to execute and deliver this Second Supplemental City Lease and such other documents and agrees that it will do or cause to be done all things necessary to preserve and keep this Second Supplemental City Lease (to the extent herein provided and subject to the limitations expressed herein, including but not limited to the limitations provided in Section 3.04 of the Original City Lease Agreement) in full force and effect. (db) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents the execution of Lessee from entering into this Facilities Second Supplemental City Lease and the performance other documents contemplated hereby to which it is a party or performing any of its obligations hereunder and compliance thereunder. (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 Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Second Supplemental City Lease or any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Second Supplemental City Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the terms hereof execution and delivery by the Lessee of this Second Supplemental City Lease or any such other agreement or instruments in connection with the carrying out by the Lessee of its obligations hereunder or thereunder have been obtained. (d) The entering into and performance of this Second Supplemental City Lease or any other document or agreement contemplated hereby to which the Lessee is or is to be a party will not conflict withviolate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any law (including administrative rule)lien, judgmentcharge, decree, order, permit, license, agreement, mortgage, lease security interest or other instrument to which the Lessee is subject or by which encumbrance upon any asset of the Lessee or any of its property is bound;on the Leased Property except as herein or in the Indenture provided. (e) During the term hereof, the Leased Property will be used by the Lessee is not in violation only for the purpose of any Law, which violation could adversely affect performing one or more governmental or proprietary functions (including related functions) of the performance Lessee or such other bodies consistent with the permissible scope of its obligations under this Facilities Lease;the Lessee’s authority. (f) the Lessee presently expects to have sufficient Available Funds to satisfy its obligations under this Facilities Lease, and the The Lessee will use its best efforts to manage its affairs in such a way as to maximize the amount comply with all applicable laws, rules, regulations, orders, directions and requirements of funds available for appropriation by the Lessee to pay Rental Paymentsall governmental departments, Administrative Fees bodies, bureaus, agencies and other payments required or elected, if any, to be made by the Lessee under this Facilities Lease during the respective Fiscal Year; provided, however, the Lessee has no obligation to Appropriate Available Funds in any Fiscal Year, regardless of the amount of funds eligible to be Available Funds in its possession and in no event is the Lessee required to pursue funding before the Lessee can terminate this Facilities Lease;‌officers. (g) this Facilities Until the payment in full of the Certificates, the Lessee will from time to time, record, register and file all such notices, statements and other documents and take such other steps, including without limitation the amendment to any of the City Ground Lease, the City Lease is a legalAgreement, the Indenture and any other documents related to the Certificates and any instruments perfecting interests thereunder, as may be necessary or advisable to render fully valid and binding current obligation enforceable under all legal requirements the rights, liens and priorities of the LesseeLessor with respect to all security from time to time furnished under this Second Supplemental City Lease or intended to be so furnished and to preserve the excludability from gross income for federal and State of Missouri income tax purposes of the interest on the Series 2017 Certificates, enforceable in accordance with its terms;each case in such form and at such times as shall be satisfactory to the Lessor. (h) The Lessee will recognize economic and other benefits by the leasing of the Project pursuant to this Facilities Lease; the Project is property that is necessary and essential to the County’s purpose and operations; and the County expects that the Project will adequately serve the needs for which it is being leased throughout the Term; (i) except as otherwise provided herein, the Lessee will be the sole lessee of the Project, and the Lessee will use the Project during the term of this Facilities Lease in the same manner and for the same purposes as the Lessee uses its other public facilities; (j) the Lessee hereby agrees to provide, and hereby commits to providing, the notices and/or information required by the continuing disclosure undertakings set forth in the Form of Continuing Disclosure Agreement attached as Appendix I hereto at the times and in the manner specified in Appendix I; (k) the Lessee agrees to keep the Project free and clear of all liens, encumbrances and security interests (other than the Permitted Encumbrances); (l) the Lessee has complied and will continue to comply with and punctually perform all open meeting laws, all public bidding or procurement laws and all other State and federal laws applicable to the execution, delivery and performance of its obligations under this Facilities Lease and to the use and occupancy of the Project City Ground Lease, including all obligations imposed by the Lessee; (m) except for approval of the Attorney General of the State with respect to the Bonds, no further approval, consent or withholding of objections is required from any governmental authority with respect to this Facilities Lease; and (n) the Lessee agrees to file, or cause to be filed, any UCC financing statements, or instruments effective as financing statements, which the Lessor is required to file pursuant to this Agreementlaw.