Common use of Representations of the City Clause in Contracts

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a third-class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Lease and has been duly authorized to execute and deliver this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental Lease is a valid, legal and binding obligation of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property by the Trustee to the City, as provided in the Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Lease or the power or authority of the City to enter into the Lease or the validity or enforceability of the Lease or that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the interest of the Trustee under the Lease. (g) The City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a third-class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Base Lease and this Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Base Lease and this Lease and has been duly authorized to execute and deliver the Base Lease and this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental The Base Lease is a and this Lease are valid, legal and binding obligation obligations of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property by the Trustee to the City, as provided in the this Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the Base Lease or this Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Base Lease and this Lease or the power or authority of the City to enter into this Lease or the Base Lease or the validity or enforceability of this Lease or the Base Lease or that, if adversely determined, would adversely affect the transactions contemplated by this Lease or the Base Lease or the interest of the Trustee under this Lease or the Base Lease. (g) The To the City’s knowledge, the City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the this Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a thirdfourth-class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Base Lease and this Lease and the transaction transactions contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Base Lease and this Lease and has been duly authorized to execute and deliver the Base Lease and this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental The Base Lease is a and this Lease are valid, legal and binding obligation obligations of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property by the Trustee to the City, as provided in the this Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the Base Lease or this Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or or, to the City’s knowledge knowledge, threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Base Lease and this Lease or the power or authority of the City to enter into this Lease or the Base Lease or the validity or enforceability of this Lease or the Base Lease or that, if adversely determined, would adversely affect the transactions contemplated by this Lease or the Base Lease or the interest of the Trustee under this Lease or the Base Lease. (g) The To the City’s knowledge, the City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the this Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists. (i) Upon completion, the Project will be structurally sound and in compliance with all applicable building and design codes and the City’s requirements. (j) The City has complied or will comply with any public bidding requirements that may be applicable to this Lease and the acquisition, construction and equipping of the Project.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a third-city of the primary class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Site Lease and this Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Site Lease and this Lease and has been duly authorized to execute and deliver the Site Lease and this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental The Site Lease is a and this Lease are valid, legal and binding obligation obligations of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property Project by the Trustee to the City, as provided in the this Lease, is necessary, desirable, advisable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property Project and its current expectation that it will continue to need and use the Leased Property for Project throughout the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the Site Lease or this Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Site Lease and this Lease or the power or authority of the City to enter into this Lease or the Site Lease or the validity or enforceability of this Lease or the Site Lease or that, if adversely determined, would adversely affect the transactions contemplated by this Lease or the Site Lease or the interest of the Trustee under this Lease or the Site Lease. (g) The City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property Project will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Site Lease and the this Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists. (i) Upon completion, the Improvements will be structurally sound and in compliance with all applicable building and design codes and the City’s requirements. (j) The City has complied or will comply with any public bidding requirements that may be applicable to this Lease and the acquisition, construction and equipping of the Improvements.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a thirdfourth-class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Base Lease and the transaction Lease and the transactions contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Lease and has been duly authorized to execute and deliver this Fourth First Supplemental Lease by proper action by its governing body. This Fourth Supplemental The Lease is a valid, legal and binding obligation of the City enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property by the Trustee to the City, as provided in the Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Series 2018 Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, fairly the financial position of the City as at of their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the Base Lease or the Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or or, to the City’s knowledge knowledge, threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Base Lease or the Lease or the power or authority of the City to enter into the Base Lease or the Lease or the validity or enforceability of the Base Lease or the Lease or that, if adversely determined, would adversely affect the transactions contemplated by the Base Lease or the Lease or the interest of the Trustee under the Base Lease or the Lease. (g) The To the City’s knowledge, the City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists. (i) The City has complied or will comply with any public bidding requirements that may be applicable to the Lease and the 2018 Project.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a third-city of the first class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the License and Easement and this Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the License and Easement and this Lease and has been duly authorized to execute and deliver the License and Easement and this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental The License and Easement and this Lease is a are valid, legal and binding obligation obligations of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. The City is authorized by Section 19- 2421, Reissue Revised Statutes of Nebraska, as amended, to enter into contracts for the purchase of real or personal property, which contracts need not be restricted to a single year and may provide for the purchase of such property in installment payments to be made over more than one fiscal year. (c) The lease of the Leased Property Project by the Trustee to the City, as provided in the this Lease, is necessary, desirable, advisable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property Project and its current expectation that it will continue to need and use the Leased Property for Project throughout the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the License and Easement or this Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the License and Easement and this Lease or the power or authority of the City to enter into this Lease or the Lease License and Easement or the validity or enforceability of this Lease or the Lease License and Easement or that, if adversely determined, would adversely affect the transactions contemplated by this Lease or the Lease License and Easement or the interest of the Trustee under this Lease or the LeaseLicense and Easement. (g) The City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property Project will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease License and the Easement and this Lease. (h) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists. (i) Upon completion, the Project will be structurally sound and in compliance with all applicable building and design codes and the City’s requirements. (j) The City has complied or will comply with any public bidding requirements that may be applicable to this Lease and the acquisition, construction and installation of the Project. (k) The Basic Rent Payments, together with any additional rent payable hereunder, do not exceed any limitation imposed by law, and the rental payments are not such as may reasonably be expected to require to City to levy taxes in excess of any levy or budget limitation. The City further covenants and agrees that throughout the term of the Lease that it will observe all budget and spending limitations now or hereafter imposed by law in such a manner that a sufficient portion of the City’s tax levy or other money shall be lawfully available to make such Basic Rent Payments and any additional rent due hereunder.

Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows: (a) The City is a third-class home rule city duly created, organized and existing under its Charter and by virtue of the constitution and laws of the State with full power and authority to enter into the this Lease and the transaction transactions contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the this Lease and has been duly authorized to execute and deliver this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental Lease is a valid, legal and binding obligation of the City enforceable against the City in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally. (c) The lease of the Leased Property Equipment by the Trustee to the City, as provided in the this Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property Equipment and its current expectation that it will continue to need and use the Leased Property Equipment for the maximum Lease Term. (d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby. (e) Neither the execution and delivery of the this Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound. (fe) There is no proceeding pending or or, to the City’s knowledge knowledge, threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the this Lease or the power or authority of the City to enter into the this Lease or the validity or enforceability of the this Lease or thatwhich, if adversely determined, would adversely affect the transactions contemplated by the this Lease or the interest of the Trustee under the this Lease. (gf) The City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property Equipment will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the this Lease. (hg) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists. (h) The City has complied or will comply with any public bidding requirements that may be applicable to this Lease and the acquisition and delivery of the Equipment.

Representations of the City. The City represents makes the following representations and warrants, warranties to the Lender as of the date Effective Date (which representations and warranties shall survive the execution and delivery of delivery hereof, as follows:this Agreement): (a) The the City is a third-class city municipal corporation duly created, organized and existing under the Constitution and by virtue of the constitution and laws Laws of the State with and has the governmental power and authority to levy and collect Excise Taxes; (b) the City has full legal right, power and authority to enter into the Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder. (b) The City has full power and authority to enter into the transactions contemplated by the Lease and has been duly authorized to into, execute and deliver this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental Lease Agreement and the other Loan Documents to which the City is a validparty and to pledge the Excise Taxes to the payment of the Loans and the other Obligations due and owing to the Lender hereunder and under the Notes; and the City has duly authorized and approved the execution and delivery of this Agreement and the other Loan Documents to which the City is a party and the performance by the City of its obligations under this Agreement and the other Loan Documents to which the City is a party including the pledge of Excise Taxes set forth herein; (c) no further authorization or approval is required for the City’s execution and delivery of this Agreement and the Note; this Agreement and the Note have been duly executed and delivered by authorized officers of the City; and each of this Agreement and the Note constitutes the legal, legal valid and binding obligation of the City enforceable against the City in accordance with their terms its terms, except as enforceability such enforcement may be limited by bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other laws and equitable principles relating to or affecting creditor’s the enforcement of creditors’ rights generally. (c) The lease , by general principles of equity and by principles of public or governmental policy limiting the Leased Property enforceability of indemnification provisions; and no further authorization or approval is required for the performance by the Trustee to City of its obligations under this Agreement or the City, as provided in the Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term.Note; (d) The City’s financial statements that have been used in connection with any offering the payment of the Certificates present fairlyLoan and the other Obligations pursuant to this Agreement and the Note are secured by a valid pledge of Excise Taxes, in accordance which pledge is subordinate only to the payment of the Senior Obligations and Junior Obligations and is on parity with generally accepted accounting principles the payment of the Parity Obligations; no filing, registering, recording or publication of this Agreement or the Note or any other document or instrument or the taking of any other action is required to establish the validity of pledge of Excise Taxes hereunder or to perfect, protect or maintain the pledge of Excise Taxes created hereby; and applicable regulations consistently applied throughout the periods involved, Excise Taxes have not been pledged by the financial position City to support any obligations of the City as at their respective dates other than the Senior Obligations, the Junior Obligations, the Parity Obligations and the revenues and expenses and changes in fund balances for the periods covered thereby.Obligations; (e) Neither all approvals, consents and orders of, registration, declarations and filings (except, if any, under applicable state blue sky or securities laws) with, a federal, State or other governmental commission, board, regulatory body or instrumentality, having jurisdiction which would constitute a condition precedent to the execution performance by the City of its obligations under this Agreement and delivery of the Leaseother Loan Documents to which it is a party, nor the fulfillment of have been obtained or compliance with made; (f) all legislation necessary to fulfill the terms and conditions thereof or hereofof, nor and to carry out the consummation transactions contemplated by, this Agreement and the other Loan Documents is in full force and effect; (g) the execution, delivery and performance of, and the carrying out of the transactions contemplated thereby by this Agreement and the other Loan Documents to which the City is a party, do not and will not violate the City’s charter or herebyany existing Law or administrative regulation of the State or of any department, conflicts division, agency or instrumentality thereof or of the United States, or any court or administrative regulation, judgment, decree or order to which the City is subject, or conflict with or results in a breach material manner or constitute on the part of the termsCity a breach of, conditions or provisions a default under, any provision of any restriction material agreement, ordinance, resolution or any agreement or other instrument to which the City is a party or by which the City is bound. (f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Lease or the power or authority of the City to enter into the Lease or the validity or enforceability of the Lease or that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the interest of the Trustee under the Lease. (g) The City has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in any property now or hereafter included in the Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by the Base Lease and the Lease.otherwise subject; (h) No event except as disclosed prior to the execution of this Agreement in writing to the Lender, no action, suit or condition that constitutesproceeding, at law or in equity, or with before any court, public board or body is pending (or to the giving knowledge of notice the City, threatened) against the City or any officers of the City in their respective capacities as such (i) to restrain or enjoin the execution and delivery by the City of this Agreement or the lapse of time or both would constituteother Loan Documents, an Event of Default exists.or