Common use of Representations of the Borrower Clause in Contracts

Representations of the Borrower. The Borrower makes the following representations: (a) The Borrower is a Public Entity duly organized and existing under the laws of the State; has taken all proper action, including adoption of the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the System, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither the execution and delivery of the Loan Documents, the consummation of the transactions contemplated thereby, nor the fulfillment of, or compliance with the provisions of the Loan Documents will conflict with or result in the breach of any of the terms, conditions or provisions of the Act, or any restriction, agreement, or instrument to which the Borrower is a party, or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is . (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customer.

Representations of the Borrower. The Borrower makes the following representationsrepresentations as the basis for its undertakings herein contained: (a) The Borrower is a Public Entity Delaware corporation, duly organized organized, validly existing and existing in good standing under the laws of the State of Delaware and is in good standing and duly qualified to transact business in the State; , is not in violation of any provision of any of the Borrower's Organization Documents, has taken all full power and authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement by proper action, including adoption of the Borrower Resolution, to authorize the . (b) The execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in of this Agreement, the maximum amount of Reimbursement Agreement, the Committed Amount; Remarketing Agreement, the Tax Regulatory Agreement and has all other documents contemplated hereby to be executed by the necessary Borrower are within the Borrower's power and authority, together with have been duly authorized by all licenses and permits required to own and operate the System and carry on its current activities with respect to the Systemnecessary action, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither neither the execution and delivery of this Agreement, the Loan DocumentsReimbursement Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of, of or compliance with the provisions of the Loan Documents will conflict terms and conditions hereof and thereof, conflicts with or result results in the a breach of any of the terms, conditions or provisions of any of the ActBorrower's Organization Documents, or of any restrictionlaw, agreementstatute, rule, regulation, order, judgment, award, injunction, or decree or of any agreement or instrument to which the Borrower is now a party, party or by which it is boundbound or affected, or result constitutes a default (or would constitute a default with due notice or the passage of time or both) under any of the foregoing, or results in or requires the creation or imposition of any lien of any nature prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders agreement to which the BorrowerBorrower is now a party or by which it is bound. (c) The estimated Costs of the Project are as set forth in the Tax Regulatory Agreement and have been determined in accordance with sound engineering, its property construction, and accounting principles. All the information and representations in the Tax Regulatory Agreement are true and correct as of the date thereof. (d) The Project consists and will consist of those facilities described in Exhibit A and the Borrower shall not make any changes to the Project or operations are subjectto the operation thereof which would affect the qualification of the Project under the Act or would cause interest on the Bonds not to be Tax-exempt. The Borrower intends to own and operate the Project. The Borrower covenants and agrees to operate or cause the operation of the Project as a facility described by the Act until the principal of, the premium, if any, and the interest on the Bonds shall have been paid. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower has and will have title to the Project (including a leasehold interest in the land on which the Project is not in violation located) sufficient to carry out the purposes of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documentsthis Agreement. (f) The Borrower has duly acquired At the time of submission of an application to the Authority for financial assistance in connection with the Project and on the dates on which action was taken on such application, permanent financing for the Project had not otherwise been obtained those rights-of-wayor arranged. (g) To the best knowledge of the Borrower, easementsno member, permits, licenses, officer or other authorizations necessary for the conduct of its activities, including the ownership and operation official of the System and Authority has any financial interest whatsoever in the construction of Borrower or in the Projecttransactions contemplated by this Agreement. (h) All certificates, except those licensesapprovals, permits and authorizations with respect to the Construction of the Project of the State, the City of Long Beach, California, the federal government and other authorizations applicable local governmental agencies have been obtained, or if not yet obtained, are reasonably expected to be received upon completion obtained in due course. The Project will be consistent with any existing local or regional comprehensive plan. (i) No event has occurred and no condition exists which would constitute a Loan Default Event or which, with the passing of time or with the giving of notice or both, would constitute a Loan Default Event. (j) There is no litigation or proceeding pending or, to the knowledge of the ProjectBorrower, and agrees to acquire all such authorizations in threatened, against the future as may be required for its System and the operation thereof, Borrower which failure to obtain might materially and could adversely affect the validity of this Agreement, the Reimbursement Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the ability of the Borrower to operate its System as presently operated, or comply with the condition terms of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan this Agreement, the Borrower BondReimbursement Agreement, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, Remarketing Agreement or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is Tax Regulatory Agreement. (k) The total outstanding System Debt No consent, authorization or approval, except such consents authorizations or approvals as have been obtained prior to the execution and delivery of this Agreement, from any governmental, public or quasi-public body or authority of the Borrower (including, for these purposes, the Committed Amount United States or of the State or any department or subdivision of any thereof, is necessary for the due execution and delivery by the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customerthis Agreement.

Representations of the Borrower. The Borrower makes the following representations: (a) The Borrower is a Public Entity duly organized and existing under the laws of the State; has taken all proper action, including adoption of the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the System, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither the execution and delivery of the Loan Documents, the consummation of the transactions contemplated thereby, nor the fulfillment of, or compliance with the provisions of the Loan Documents will conflict with or result in the breach of any of the terms, conditions or provisions of the Act, or any restriction, agreement, or instrument to which the Borrower is a party, or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is 19,584. (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ $218 per capita (based on the second of the two figures set forth in (j)) and $ $803 per System customer.

Representations of the Borrower. The Borrower makes the following representationsrepresentations and warranties as the basis for its covenants herein: (a1) The Borrower is a Public Entity limited partnership duly organized and existing under the laws of the State; , is duly authorized to conduct its business in the State, has taken all proper action, including adoption of power to enter into the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Senior Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required Subordinate Loan Documents to own and operate the System and carry on its current activities with respect to the Systemwhich it is a party, and to enter into and consummate all transactions contemplated by use the Project for the purpose set forth in the Funding Loan DocumentsAgreement, the Borrower Loan Agreement, and to carry out its obligations hereunder this Subordinate Loan Agreement and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition proper action has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither authorized the execution and delivery of the Senior Loan DocumentsDocuments and the Subordinate Loan Documents to which it is a party, and has approved the Subordinate Indenture. (2) The execution and delivery of the Subordinate Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, nor and the fulfillment of, or compliance with the provisions of the Loan Documents terms and conditions thereof do not and will not conflict with or result in the a breach of any of the terms, terms or conditions or provisions of the ActLPA or the Senior Loan Documents, any restriction or any restriction, agreement, agreement or instrument to which the Borrower is now a party, party or by which it is boundbound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing, or cause the Borrower to be in violation of any order, decree, statute, rule or regulation of any court or any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Project, and do not and will not result in the creation or imposition of any lien lien, charge or encumbrance of any nature upon any of the property or assets of the Borrower under contrary to the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party or by which it is bound. (3) The design and plan of the Project comprise a multifamily rental housing development and the Project is a “project” within the provisions of the Act; and subject to the other provisions of this Subordinate Loan Agreement, it is presently intended and reasonably expected that the equipment, if any, purchased from the proceeds of the Subordinate Bonds will be permanently located and exclusively used on the Project Premises and that the Borrower will own and operate the Project on the Project Premises throughout the Term of Loan Agreement in the normal conduct of the Borrower’s business. (4) The Project and the operation of the Project following construction of the Project, will continue to conform in all material respects with the requirements of the Act as well as all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project. (5) During the term of this Subordinate Loan Agreement, the Borrower intends to and will utilize or cause the Project to be utilized as a “project” within the meaning of the Act as in effect on the date hereof. (6) There is (or will be after the completion of the construction of the Project) public access to the Project, and, as of the date of completion of the Project, the use of the Project will comply, in all material respects, with all presently applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the federal government and the State and the respective agencies thereof and the political subdivisions in which the Project is located (or, to the extent the Project does not so comply, correcting such noncompliance is a part of the scope of the construction of the Project); the Borrower has obtained or will obtain all necessary approvals of and licenses, permits, consents and franchises from federal, state, county, municipal or other governmental authorities having jurisdiction over the Project to acquire, construct, install, and operate the Project and to enter into, execute and perform its obligations under this Subordinate Loan Agreement and the other Borrower Documents. (7) The sum of the proceeds of the Subordinate Bonds and the proceeds of the Senior Bonds together with any other funds to be contributed to the Project by the Borrower or otherwise in accordance with this Subordinate Loan Agreement, will be sufficient to pay the cost of constructing the Project in a manner suitable for operation as a multifamily housing development as required in Article 3 hereof. (8) The Subordinate Bonds are issued within the legalexemption provided under Section 142(d) of the Code with respect to residential rental property, valid and binding obligations “substantially all” of the proceeds of the Subordinate Bonds will be used for expenditures chargeable to the capital account of the Project. (9) A major inducement to the Borrower to rehabilitate and agreements equip the Project was the source of financing provided under the Act and the assurance the Borrower received from the Issuer that such financing would be made available to the Borrower; all Project Costs heretofore incurred by the Borrower for which the Borrower will seek reimbursement from the proceeds of the Subordinate Bonds were incurred in anticipation of reimbursement from the proceeds of the Subordinate Bonds, if such proceeds should become available on terms acceptable to the Borrower; the Borrower investigated the possibility of such financing prior to incurring such Project Costs; and the Borrower did not commence construction of the Project more than sixty (60) days prior to [June 24, 2020], which is the date on which the Board of Directors of the Issuer gave preliminary approval to the Project and the financing thereof in whole or part through the Subordinate Bonds, and adopted a statement of official intent to reimburse an original expenditure pursuant to Section 1.150-2 of the Treasury Regulations. (10) The Borrower is not in the trade or business of selling properties such as the Project and the Borrower is acquiring the Project for investment purposes only or otherwise for use by the Borrower in its trade or business; therefore, the Borrower has no intention, now or in the foreseeable future to voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Project, except as contemplated by the partnership agreement of the Borrower. (11) There are no actions, suits, or proceedings pending or, to the knowledge of the Borrower, enforceable threatened against the Borrower according to their termsor any property of the Borrower in any court or before any federal, except as the enforceability thereof may be limited by laws relating to bankruptcystate, insolvency municipal or other similar laws affecting creditors’ rights generally governmental agency, which, if decided adversely to the Borrower, would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower or upon the validity or enforceability of the instruments referred to in subsection (1) above, or the ability of the Borrower to perform its obligations thereunder, and general principles the Borrower is not in default with respect to any order of equityany court or governmental agency. (h12) The Borrower is not in default in the payment of the principal of or interest on any indebtedness for borrowed money nor in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued. (13) The Borrower has filed all federal and state income tax returns which, to the knowledge of the Borrower, are required to be filed and has paid all taxes shown on said returns and all assessments and governmental charges received by it to the extent that they have become due. (14) To the best of the Borrower’s knowledge, none of the Issuer Indemnified Parties has any significant or conflicting interest, financial, employment, or otherwise, in the Borrower, the Project, or in any of the transactions contemplated under the Borrower Documents. (15) There has been no materially adverse change in the financial condition, prospects, or business affairs of the Borrower or the feasibility or physical condition of the Project subsequent to the date on which the Issuer granted its resolution approving the issuance of the Subordinate Bonds. (16) The Borrower (a) understands the nature of the structure of the transactions related to the financing and/or refinancing of the Project; (b) is familiar with all the provisions of the documents and instruments related to such financing to which the Borrower or the Issuer is a party or which the Borrower is a beneficiary; (c) understands the risk inherent in such transactions, including, without limitation, the risk of loss of the Project; and (d) has not relied on the Issuer for any guidance or expertise in analyzing the financial consequences of such financing transactions or otherwise relied on the Issuer in any manner, except to issue the Subordinate Bonds in order to provide funds for the Subordinate Loan. (17) Except for the Senior Obligations and the Equity Bridge Bonds, no other obligations have been or will be issued under Section 103 of the Code which are sold at substantially the same time as the Subordinate Bonds, pursuant to the same plan of financing, which are reasonably expected to be paid out of substantially the same source of funds as the Subordinate Bonds. (18) The Project consists will be eligible for low income housing tax credits under Section 42 of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to timeCode. (i19) The Borrower’s federal employer identification number is 00-0000000. (20) The Borrower hereby acknowledges receipt of the Subordinate Indenture and the Senior Loan Documents and agrees to be bound by their terms. (21) Neither the representations of the Borrower contained in the Borrower Documents nor any oral or written statement, furnished by or on behalf of the Borrower to the Issuer or Colliers in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is are no fact facts that the Borrower has not specifically disclosed to the Issuer or Colliers of the Subordinate Bonds in writing to the District that materially and adversely affects or, except affect or in the future may (so far as pending or proposed legislation or regulations that are a matter of general public information, that will the Borrower can now reasonably foresee) materially and adversely affect the properties, operations and finances business, prospects, profits, or condition (financial or otherwise) of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, or the Borrower’s ability of the Borrower to perform its obligations under the Loan Documents, Borrower Documents or to pledge any revenues documents or property to the payment of the Loan Paymentstransactions contemplated hereby or thereby. (j22) The population All representations of the BorrowerBorrower contained herein or in any certificate or other instrument delivered by the Borrower pursuant hereto, according to the most recent information available from Subordinate Indenture, or in connection with the U.S. Bureau transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale, and delivery of the Census, is [59,607]. The Borrower’s best estimate Subordinate Bonds as representations of its current population is 72,161 and the number of customers of the Borrower’s System facts existing as of the end date of its most recent fiscal year is . (k) The total outstanding System Debt execution and delivery of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customerinstrument containing such representation.

Representations of the Borrower. The Borrower makes the following representationsrepresentations and warranties as the basis for its covenants herein: (a1) The Borrower is a Public Entity limited liability limited partnership duly organized and existing under the laws of the State; , is duly authorized to conduct its business in the State, has taken all proper action, including adoption of power to enter into the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Related Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the Systemwhich it is a party, and to enter into use the Project for the purpose set forth in this Loan Agreement and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition proper action has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither authorized the execution and delivery of the Related Loan DocumentsDocuments to which it is a party. (2) The execution and delivery of the Related Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, nor and the fulfillment of, or compliance with the provisions of the Loan Documents terms and conditions thereof do not and will not conflict with or result in the a breach of any of the terms, terms or conditions or provisions of the Actpartnership agreement of the Borrower, any restriction or any restriction, agreement, agreement or instrument to which the Borrower is now a party, party or by which it is boundbound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing, or cause the Borrower to be in violation of any order, decree, statute, rule or regulation of any court or any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Project, and do not and will not result in the creation or imposition of any lien lien, charge or encumbrance of any nature upon any of the property or assets of the Borrower under contrary to the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited or by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equitywhich it is bound. (h3) The Project consists design and plan of the facilitiesProject comprise a multifamily rental housing development for seniors as contemplated by the Act, improvements and activities described in Appendix Asubject to the other provisions of this Loan Agreement, as such Appendix may it is presently intended and reasonably expected that the equipment purchased from the proceeds of the Subordinate Bonds will be amended from time to time. (i) There is no fact permanently located and exclusively used on the Project Premises and that the Borrower has not specifically disclosed will own and operate the Project on the Project Premises throughout the Term of Loan Agreement in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances normal conduct of the Borrower’s Systembusiness. (4) There is public access to the Project Premises, its status and, as a Public Entityof the date of completion of the Project, its ability the use of the Project will comply, in all material respects, with all presently applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the federal government and the State and the respective agencies thereof and the political subdivisions in which the Project is located. The Borrower has obtained or will obtain all necessary and material approvals of and licenses, permits, consents and franchises from federal, state, county, municipal or other governmental authorities having jurisdiction over the Project to own construct, equip, and operate the SystemProject and to enter into, in the manner it is currently operated, or the Borrower’s ability to execute and perform its obligations under the Related Loan DocumentsDocuments to which it is a party. (5) The sum of the proceeds of the Subordinate Bonds and the proceeds of the Senior Notes, together with any other funds to be contributed to the Project by the Borrower or otherwise in accordance with this Loan Agreement, will be sufficient to pay the cost of constructing the Project in a manner suitable for operation as a multifamily housing development for seniors as required in Article 3 hereof. (6) The Subordinate Bonds are issued within the exemption provided under Section 142(d) of the Code with respect to residential rental property, and “substantially all” of the proceeds of the Subordinate Bonds will be used for expenditures chargeable to the capital account of the Project. (7) A major inducement to the Borrower to construct and equip the Project was the source of financing provided under the Act and the assurance the Borrower received from the Issuer that such financing would be made available to the Borrower; all Project Costs heretofore incurred by the Borrower for which the Borrower will seek reimbursement from the proceeds of the Subordinate Bonds were incurred in anticipation of reimbursement from the proceeds of the Subordinate Bonds, if such proceeds should become available on terms acceptable to the Borrower; the Borrower investigated the possibility of such financing prior to incurring such Project Costs; and the Borrower did not commence construction of the Project more than sixty (60) days prior to April 16, 2018, which is the date on which the City Council of the Issuer gave preliminary approval to the Project and the financing thereof in whole or part through the Subordinate Bonds, and adopted a statement of official intent to reimburse an original expenditure pursuant to Section 1.150-2 of the Treasury Regulations. (8) The Borrower is not in the trade or business of selling properties such as the Project and the Borrower is acquiring the Project for investment purposes only or otherwise for use by the Borrower in its trade or business; therefore, the Borrower has no intention, now or in the foreseeable future to voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Project, except as contemplated by the partnership agreement of the Borrower. (9) There are no actions, suits, or proceedings pending or, to pledge the knowledge of the Borrower, threatened against the Borrower or any revenues property of the Borrower in any court or property before any federal, state, municipal or other governmental agency, which, if decided adversely to the Borrower, would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower or upon the validity or enforceability of the instruments referred to in subsection (1) above, or the ability of the Borrower to perform its obligations thereunder, and the Borrower is not in default with respect to any order of any court or governmental agency. (10) The Borrower is not in default in the payment of the Loan Paymentsprincipal of or interest on any indebtedness for borrowed money nor in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is . (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customer.

Representations of the Borrower. The Borrower makes the following representationsrepresentations and warranties as the basis for its covenants herein: (a1) The Borrower is a Public Entity limited liability limited partnership duly organized and existing under the laws of the State; , is duly authorized to conduct its business in the State, has taken all proper action, including adoption of power to enter into the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Related Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the Systemwhich it is a party, and to enter into use the Project for the purpose set forth in this Loan Agreement and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition proper action has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither authorized the execution and delivery of the Related Loan DocumentsDocuments to which it is a party. (2) The execution and delivery of the Related Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, nor and the fulfillment of, or compliance with the provisions of the Loan Documents terms and conditions thereof do not and will not conflict with or result in the a breach of any of the terms, terms or conditions or provisions of the Actpartnership agreement of the Borrower, any restriction or any restriction, agreement, agreement or instrument to which the Borrower is now a party, party or by which it is boundbound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing, or cause the Borrower to be in violation of any order, decree, statute, rule or regulation of any court or any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Project, and do not and will not result in the creation or imposition of any lien lien, charge or encumbrance of any nature upon any of the property or assets of the Borrower under contrary to the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited or by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equitywhich it is bound. (h3) The Project consists design and plan of the facilitiesProject comprise a multifamily rental housing development as contemplated by the Act, improvements and activities described in Appendix Asubject to the other provisions of this Loan Agreement, as such Appendix may it is presently intended and reasonably expected that the equipment purchased from the proceeds of the Subordinate Bonds will be amended from time to time. (i) There is no fact permanently located and exclusively used on the Project Premises and that the Borrower has not specifically disclosed will own and operate the Project on the Project Premises throughout the Term of Loan Agreement in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances normal conduct of the Borrower’s Systembusiness. (4) There is public access to the Project Premises, its status and, as a Public Entityof the date of completion of the Project, its ability the use of the Project will comply, in all material respects, with all presently applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the federal government and the State and the respective agencies thereof and the political subdivisions in which the Project is located. The Borrower has obtained or will obtain all necessary and material approvals of and licenses, permits, consents and franchises from federal, state, county, municipal or other governmental authorities having jurisdiction over the Project to own construct, equip, and operate the SystemProject and to enter into, in the manner it is currently operated, or the Borrower’s ability to execute and perform its obligations under the Related Loan DocumentsDocuments to which it is a party. (5) The sum of the proceeds of the Subordinate Bonds and the proceeds of the Senior Notes, together with any other funds to be contributed to the Project by the Borrower or otherwise in accordance with this Loan Agreement, will be sufficient to pay the cost of constructing the Project in a manner suitable for operation as a multifamily housing development as required in Article 3 hereof. (6) The Subordinate Bonds are issued within the exemption provided under Section 142(d) of the Code with respect to residential rental property, and “substantially all” of the proceeds of the Subordinate Bonds will be used for expenditures chargeable to the capital account of the Project. (7) A major inducement to the Borrower to construct and equip the Project was the source of financing provided under the Act and the assurance the Borrower received from the Issuer that such financing would be made available to the Borrower; all Project Costs heretofore incurred by the Borrower for which the Borrower will seek reimbursement from the proceeds of the Subordinate Bonds were incurred in anticipation of reimbursement from the proceeds of the Subordinate Bonds, if such proceeds should become available on terms acceptable to the Borrower; the Borrower investigated the possibility of such financing prior to incurring such Project Costs; and the Borrower did not commence construction of the Project more than sixty (60) days prior to December 18, 2017, which is the date on which the City Council of the Issuer gave preliminary approval to the Project and the financing thereof in whole or part through the Subordinate Bonds, and adopted a statement of official intent to reimburse an original expenditure pursuant to Section 1.150-2 of the Treasury Regulations. (8) The Borrower is not in the trade or business of selling properties such as the Project and the Borrower is acquiring the Project for investment purposes only or otherwise for use by the Borrower in its trade or business; therefore, the Borrower has no intention, now or in the foreseeable future to voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Project, except as contemplated by the partnership agreement of the Borrower. (9) There are no actions, suits, or proceedings pending or, to pledge the knowledge of the Borrower, threatened against the Borrower or any revenues property of the Borrower in any court or property before any federal, state, municipal or other governmental agency, which, if decided adversely to the Borrower, would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower or upon the validity or enforceability of the instruments referred to in subsection (1) above, or the ability of the Borrower to perform its obligations thereunder, and the Borrower is not in default with respect to any order of any court or governmental agency. (10) The Borrower is not in default in the payment of the Loan Paymentsprincipal of or interest on any indebtedness for borrowed money nor in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is . (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customer.

Representations of the Borrower. The Borrower makes the following representations: (a) The Borrower is a Public Entity duly organized and existing under the laws of the State; has taken all proper action, including adoption of the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the System, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its the System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither the execution and delivery of the Loan Documents, the consummation of the transactions contemplated thereby, nor the fulfillment of, or compliance with the provisions of the Loan Documents will conflict with or result in the breach of any of the terms, conditions or provisions of the Act, or any restriction, agreement, or instrument to which the Borrower is a party, or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its the System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its the System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is . (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customer$6,324,658.

Representations of the Borrower. The Borrower makes the following representations: (a) The Borrower is a Public Entity duly organized and existing under the laws of the State; has taken all proper action, including adoption of the Borrower Resolution, to authorize the execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in the maximum amount of the Committed Amount; and has the necessary power and authority, together with all licenses and permits required to own and operate the System and carry on its current activities with respect to the System, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its the System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither the execution and delivery of the Loan Documents, the consummation of the transactions contemplated thereby, nor the fulfillment of, or compliance with the provisions of the Loan Documents will conflict with or result in the breach of any of the terms, conditions or provisions of the Act, or any restriction, agreement, or instrument to which the Borrower is a party, or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders to which the Borrower, its property or operations are subject. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documents. (f) The Borrower has duly acquired and obtained those rights-of-way, easements, permits, licenses, or other authorizations necessary for the conduct of its activities, including the ownership and operation of the System and the construction of the Project, except those licenses, permits and other authorizations to be received upon completion of the Project, and agrees to acquire all such authorizations in the future as may be required for its the System and the operation thereof, which failure to obtain might materially and adversely affect the ability of the Borrower to operate its the System as presently operated, or the condition of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan Agreement, the Borrower Bond, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is . (k) The total outstanding System Debt of the Borrower (including, for these purposes, the Committed Amount of the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customer_.

Representations of the Borrower. The Borrower makes the following representationsrepresentations as the basis for its undertakings herein contained: (a) The Borrower is a Public Entity corporation, duly organized organized, validly existing and existing in good standing under the laws of the State and is duly qualified to transact business in the State; , is not in violation of any provision of any of the Borrower's Organization Documents, has taken all full power and authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement by proper action, including adoption of the Borrower Resolution, to authorize the . (b) The execution, delivery and performance of its obligations under the Loan Documents and the incurring of the debt represented by the Borrower Bond in of this Agreement, the maximum amount of Reimbursement Agreement, the Committed Amount; Remarketing Agreement, the Tax Regulatory Agreement and has all other documents contemplated hereby to be executed by the necessary Borrower are within the Borrower's power and authority, together with have been duly authorized by all licenses and permits required to own and operate the System and carry on its current activities with respect to the Systemnecessary action, and to enter into and consummate all transactions contemplated by the Loan Documents, and to carry out its obligations hereunder and thereunder. (b) There is no action, suit, proceeding, inquiry or investigation at law or in equity, by or before any judicial or administrative court, agency or body, pending or threatened against the Borrower or its System, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability of the Loan Documents or would materially adversely affect the ability of the Borrower to comply with its obligations under the Loan Documents. (c) No referendum petition has been filed with respect to any ordinance or resolution of the Borrower relating to the Loan Documents, and the period for filing any such petition has expired. (d) Neither neither the execution and delivery of this Agreement, the Loan DocumentsReimbursement Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of, of or compliance with the provisions of the Loan Documents will conflict terms and conditions hereof and thereof, conflicts with or result results in the a breach of any of the terms, conditions or provisions of any of the ActBorrower's Organization Documents, or of any restrictionlaw, agreementstatute, rule, regulation, order, judgment, award, injunction, or decree or of any material agreement or instrument to which the Borrower is now a party, party or by which it is boundbound or affected, or result constitutes a default (or would constitute a default with due notice or the passage of time or both) under any of the foregoing, or results in or requires the creation or imposition of any lien of any nature prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any such instrument or agreement, nor will such action result in the violation of any provisions of any laws, ordinances, governmental rules and regulations, or court or other governmental orders agreement to which the BorrowerBorrower is now a party or by which it is bound. (c) The estimated Costs of the Project to be paid with the proceeds of the Bonds are as set forth in the Tax Regulatory Agreement and have been determined in accordance with sound engineering, its property construction, and accounting principles. All the information and representations in the Tax Regulatory Agreement are true and correct as of the date thereof. (d) The Project consists and will consist of those facilities described in Exhibit A and the Borrower shall not make any changes to the Project or operations are subjectto the operation thereof which would affect the qualification of the Project under the Act or would cause interest on the Bonds not to be Tax-exempt. The Borrower intends to own and operate the Project. The Borrower covenants and agrees to operate or cause the operation of the Project as a facility described by the Act until the principal of, the premium, if any, and the interest on the Bonds shall have been paid. (e) No event of default has occurred in any agreement or instrument as to any outstanding indebtedness of the Borrower for money borrowed, and no condition, event or act exists which, with the lapse of time or the giving of notice, would constitute an event of default under any such agreement or instrument. The Borrower is not in violation has and will have title to the Project sufficient to carry out the purposes of any term of any restriction, agreement, indenture, ordinance, resolution, charter, or other instrument to which it is a party or which it or its property may be bound, which violation would materially adversely affect the transactions contemplated hereby or the compliance by the Borrower with the terms of the Loan Documentsthis Agreement. (f) The Borrower has duly acquired At the time of submission of an application to the Authority for financial assistance in connection with the Project and on the dates on which action was taken on such application, permanent financing for the Project had not otherwise been obtained those rights-of-wayor arranged. (g) To the best knowledge of the Borrower, easementsno member, permits, licenses, officer or other authorizations necessary for the conduct of its activities, including the ownership and operation official of the System and Authority has any financial interest whatsoever in the construction of Borrower or in the Projecttransactions contemplated by this Agreement. (h) All certificates, except those licensesapprovals, permits and authorizations with respect to the Construction of the Project of the State, the City of Lathrop, California, the federal government and other authorizations applicable local governmental agencies have been obtained, or if not yet obtained, are reasonably expected to be received upon completion obtained in due course. The Project will be consistent with any existing local or regional comprehensive plan. (i) No event has occurred and no condition exists which would constitute a Loan Default Event or which, with the passing of time or with the giving of notice or both, would constitute a Loan Default Event. (j) There is no litigation or proceeding pending or, to the knowledge of the ProjectBorrower, and agrees to acquire all such authorizations in threatened against the future as may be required for its System and the operation thereof, Borrower which failure to obtain might materially and could adversely affect the validity of this Agreement, the Reimbursement Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the ability of the Borrower to operate its System as presently operated, or comply with the condition terms of the Borrower’s System, financial or otherwise, or the Borrower’s ability to perform its obligations under the Loan Documents. (g) This Loan this Agreement, the Borrower BondReimbursement Agreement, and any Collateral Documents to which the Borrower is a party are the legal, valid and binding obligations and agreements of the Borrower, enforceable against the Borrower according to their terms, except as the enforceability thereof may be limited by laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity. (h) The Project consists of the facilities, improvements and activities described in Appendix A, as such Appendix may be amended from time to time. (i) There is no fact that the Borrower has not specifically disclosed in writing to the District that materially and adversely affects or, except so far as pending or proposed legislation or regulations that are a matter of general public information, that will materially adversely affect the properties, operations and finances of the Borrower’s System, its status as a Public Entity, its ability to own and operate the System, in the manner it is currently operated, Remarketing Agreement or the Borrower’s ability to perform its obligations under the Loan Documents, or to pledge any revenues or property to the payment of the Loan Payments. (j) The population of the Borrower, according to the most recent information available from the U.S. Bureau of the Census, is [59,607]. The Borrower’s best estimate of its current population is 72,161 and the number of customers of the Borrower’s System as of the end of its most recent fiscal year is Tax Regulatory Agreement. (k) The total outstanding System Debt No consent, authorization or approval, except such consents, authorizations or approvals as have been obtained prior to the execution and delivery of this Agreement, from any governmental, public or quasi- public body or authority of the Borrower (including, for these purposes, the Committed Amount United States or of the State or any department or subdivision thereof, is necessary for the due execution and delivery by the Borrower Bond) is $ per capita (based on the second of the two figures set forth in (j)) and $ per System customerthis Agreement.