Common use of Representations of the City Clause in Contracts

Representations of the City. The CITY represents and warrants that: (a) The CITY has the full power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof by the CITY (i) have the requisite approval of all governmental bodies, (ii) will not violate any judgment, order, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or (C) result in the creation of any lien, charge, encumbrance or security interest upon any assets of the CITY under any law, agreement or instrument to which the CITY is a party or by which the CITY or its assets may be bound or affected. (b) This Agreement has been duly authorized, executed and delivered by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, or by general equitable principles concerning remedies. (c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened against or affecting the CITY or the Landfill (i) challenging the validity of this Agreement or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determined, would materially adversely affect the ability of the CITY or OPERATOR to perform its obligations. (d) As of the date of this Agreement, the CITY holds merchantable fee simple title to the property described on Exhibit B.

Representations of the City. The CITY represents and warrants thatCity makes the following representations on which the Trust is deemed to have relied in taking possession or purchasing the PACE Charge Liens. The representations speak as of each Conveyance Date as follows: (ai) The CITY City is validly existing as a municipal corporation under the laws of the State of New York, including the Constitution of the State of New York, with full power and authority to execute and deliver this Agreement and to carry out its terms; the City has the full power, authority and legal right to enter into effect a transfer the PACE Charge Liens to the Trust and perform this Agreement the City shall have duly authorized such transfer to the Trust by all necessary action; and the execution, delivery and performance hereof by the CITY (i) have the requisite approval of all governmental bodies, (ii) will not violate any judgment, order, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or (C) result in the creation of any lien, charge, encumbrance or security interest upon any assets of the CITY under any law, agreement or instrument to which the CITY is a party or by which the CITY or its assets may be bound or affected. (b) This this Agreement has been duly authorized, executed and delivered authorized by the CITY; this City by all necessary action. (ii) This Agreement constitutes a legal, valid and binding obligation of the CITY, City enforceable in accordance with its terms, except to the extent that the enforceability thereof is subject to (a) the overriding State interest in promoting the health, safety and welfare of the people of the State, (b) bankruptcy, insolvency, moratorium or other similar laws validly enacted and applicable to the enforcement of creditors’ rights, and (c) general principles of equity regardless of whether the enforcement of a particular remedy is considered in a proceeding at law or in equity. (iii) The consummation by the City of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof do not, to the City’s knowledge, in any material way conflict with, result in any material breach of any of the material terms and provisions of, nor constitute (with or without notice or lapse of time) a material default under any indenture, agreement or other instrument to which the City is a party or by which it shall be bound; nor violate any law or, to the City’s knowledge, any order, rule or regulation applicable to the City of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the City. (iv) To the City’s knowledge, there are no material proceedings or investigations pending against the City, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the City: (i) asserting the invalidity of any of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, or (iii) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of any of the Transaction Documents. (v) The PACE Charge Liens transferred or sold to the Trust arose by operation of state law and the Tax Lien Enabling Act and are a legal, valid, binding and enforceable lien on the related Subject Property and an enforceable obligation of the related Property Owner to pay the Redemptive Value thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, or and by general equitable principles concerning remedies.of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (cvi) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to To the best knowledge of the CITY threatened against or affecting City, after due inquiry, the CITY or unpaid PACE Charges included in such PACE Charge Liens represent a first priority lien on the Landfill underlying Subject Property, subject only to the priority of all required payments accruing subsequently to the subject PACE Charge Lien for the Subject Property that if not paid could result in the creation of a further “tax lien” (i) challenging the validity of this Agreement or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determined, would materially adversely affect the ability as defined in Section 11-301 of the CITY or OPERATOR City Admin. Code) on such Subject Property (“Subsequent Taxes and Assessments”), City property tax liens, City property-related liens and water and sewer liens; and other charges included in such PACE Charge Liens represent a first priority lien on the underlying Subject Property, subject only to perform its obligations. (d) As the priority of Subsequent Taxes and Assessments, City property tax liens, City property-related liens and water and sewer liens, and to the lien of such unpaid PACE Charges, and, except in each case with respect to a Bankruptcy PACE Charge Lien, such Bankruptcy PACE Charge Lien may have been subordinated to the lien of other creditors under the provisions of the date of this Agreement, the CITY holds merchantable fee simple title to the property described on Exhibit B.Bankruptcy Code.

Representations of the City. The CITY City represents and warrants that:covenants as follows:‌ (a) The CITY City is a political subdivision of the State and has the full power, legal right and authority and legal right all necessary licenses and permits required as of the date hereof to enter into own, operate and perform maintain the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to execute, issue and deliver the Bonds, to pledge the revenues necessary to secure the payment of the Bonds, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (b) The proceedings of the Governing Authority approving this Loan Agreement and the Bonds and authorizing their execution, issuance and delivery by the City and authorizing the City to undertake and complete the Project, including, without limitation the Authorizing Ordinance, have been duly and lawfully adopted in accordance with the laws of the State, including the Open Meetings Law (R.S. 42:11, et seq.). (c) The Authorizing Ordinance was duly adopted by the Governing Authority and was published in the official journal of the City no less than 30 days prior to the delivery date of the Bonds, and since the said publication no actions or proceedings have been filed or threatened contesting the legality of the Authorizing Ordinance, the Bonds or any provision for payment of the Bonds. (d) This Loan Agreement and the Bonds have been duly authorized and have been or will be duly executed and delivered by the Authorized Officer, and assuming that the Department has all the requisite power and authority to authorize, execute and deliver and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement and the Bonds will constitute the legal, valid and binding obligations of the City, enforceable in accordance with their respective terms. (e) To the best of the City's knowledge, there is no fact that the City has not disclosed to the Department in writing on the City's application for the Loan or otherwise that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the City or the System or the ability of the City to make all Loan repayments and otherwise to observe and perform its duties, covenants, obligations and agreements under this Loan Agreement and the Bonds. (f) To the best of the City's knowledge, the authorization, execution and delivery of this Loan Agreement and the Bonds by the City, the observance and performance hereof by the CITY (i) have City of its duties, covenants, obligations and agreements thereunder and under the requisite approval Authorizing Ordinance and the consummation of all governmental bodiesthe transactions provided for in this Loan Agreement, (ii) the Authorizing Ordinance and the Bonds, the compliance by the City with the provisions of this Loan Agreement, the Authorizing Ordinance and the Bonds and the undertaking and completion of the Project will not violate result in any judgmentbreach of any of the terms, order, law conditions or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) provisions of or constitute a default under or (C) result in the creation or imposition of any lien, charge, charge or other encumbrance or security interest upon any property or assets of the CITY under City pursuant to any lawordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of the Authorizing Ordinance and the Bonds and any ordinance, resolution or indenture which authorized outstanding debt obligations to which the CITY City is a party or by which the CITY City, the System or any of its property or assets may be bound bound), nor will such action result in any violation of the provisions of any laws, ordinances, resolutions, governmental rules, regulations or affectedcourt orders to which the City, the System or its properties or operations are subject. (bg) This Agreement has been duly authorized, executed and delivered by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallyThere are no proceedings pending, or by general equitable principles concerning remedies. (c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened City threatened, against or affecting the CITY City in any court or before any governmental authority or arbitration board or tribunal that have not been disclosed in writing to the Landfill (i) challenging Department in the validity of this Agreement City's application for the Loan or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) whichotherwise that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the CITY or OPERATOR City to make all Loan repayments and otherwise observe and perform its obligationsduties, covenants, obligations and agreements under this Loan Agreement and the Bonds. (dh) As To the best of the date City's knowledge, no event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement and the Bonds or receipt of the amount of the Loan, or upon the happening of any such event and the giving of notice and/or the passage of time, would constitute an Event of Default hereunder or under the Authorizing Ordinance. The City is not in violation of and has not received notice of any claimed violation of any term of any agreement or other instrument to which it is a party or by which it or the System or its properties may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the City to make all Loan repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement, the CITY holds merchantable fee simple title Authorizing Ordinance and the Bonds. (i) The City has obtained all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bonds or for the undertaking or completion of the Project and the financing or refinancing thereof and the City has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bonds or with the undertaking or completion of the Project and the financing or refinancing thereof. No consent, approval or authorization of, or filing, registration or qualification with any governmental body or officer that has not been obtained is required on the part of the City as a condition to the authorization, execution and delivery of this Loan Agreement and the Bonds, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. (j) The City is in compliance with all laws, resolutions, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project, or the condition (financial or otherwise) of the City or its System; and the City has obtained or will obtain all licenses, permits, franchises or other governmental authorizations presently necessary for the ownership of its property described on Exhibit B.or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the City or its System. (k) The City has not previously pledged the revenues being used to repay the Bonds to the payment of any indebtedness of the City or any other entity, other than the Parity Obligations, if any, defined in Section 1.01.

Representations of the City. The CITY represents and warrants thatCity makes the following representations as the basis for the undertakings on the part of District #6 herein contained: (aA) The CITY City is duly organized and validly existing as a municipal corporation and public body corporate and politic of the State. (B) The City has the full power, power and authority and legal right to enter into and perform the transactions contemplated by this Agreement and the execution, delivery and performance hereof by the CITY (i) have the requisite approval of all governmental bodies, (ii) will not violate any judgment, order, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or carry out its obligations hereunder. (C) result The City is not in the creation of default under any lien, charge, encumbrance or security interest upon any assets provisions of the CITY laws of the State material to the performance of its obligations under any law, agreement or instrument to which the CITY is a party or by which the CITY or its assets may be bound or affectedthis Agreement. (bD) This The City has duly authorized the execution and delivery of this Agreement has been duly authorizedand, executed assuming the due authorization, execution and delivered delivery by the CITY; District #6, this Agreement constitutes a legal, valid and legally binding obligation of the CITYCity, enforceable in accordance with its terms, except as enforcement to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally, or by the exercise of judicial discretion in accordance with general equitable principles concerning remediesof equity. (cE) There To the City’s knowledge, the authorization, execution and delivery of this Agreement and the compliance by the City with the provisions hereof will not conflict with or constitute a material breach of, or default under, any existing law, court or administrative regulation, decree, order or any provision of the Constitution or laws of the State relating to the City or its affairs, or any ordinance, resolution, agreement, mortgage, lease or other instrument to which the City is subject or by which it is bound. (F) To the City’s knowledge, there is no litigation, administrative action, site investigationsuit, proceeding or similar action proceedinginvestigation at law or in equity before or by any court, public board or body pending or, to the best knowledge of the CITY City, threatened against or affecting the CITY City, wherein an unfavorable decision, ruling or finding would materially adversely affect the Landfill (i) challenging transactions contemplated hereby or issuance of the validity of this Agreement Bonds, or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determinedin any way, would materially adversely affect the ability validity of the CITY Bonds, this Agreement or OPERATOR any agreement or instrument to perform its obligations. (d) As which the City is a party and which is used or contemplated for use in the consummation of the date of this Agreement, the CITY holds merchantable fee simple title to the property described on Exhibit B.transactions contemplated hereby.

Representations of the City. The CITY represents and warrants that:City makes the (aA) The CITY City is duly organized and validly existing as a political subdivision of the State. (B) The City has the full power, power and authority and legal right to enter into and perform the transactions contemplated by this Agreement and the execution, delivery and performance hereof by the CITY (i) have the requisite approval of all governmental bodies, (ii) will not violate any judgment, order, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or carry out its obligations hereunder. (C) result The City is not in the creation of default under any lien, charge, encumbrance or security interest upon any assets provisions of the CITY laws of the State material to the performance of its obligations under any law, agreement or instrument to which the CITY is a party or by which the CITY or its assets may be bound or affectedthis Agreement. (bD) This The City has duly authorized the execution and delivery of this Agreement has been duly authorizedand assuming the due authorization, executed execution and delivered delivery by the CITY; District #6, this Agreement constitutes a legal, valid and legally binding obligation of the CITYCity, enforceable in accordance with its terms, except as enforcement to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles concerning remediesof equity. (cE) There To the City's knowledge, the authorization, execution and delivery of this Agreement and the compliance by the City with the provisions hereof will not conflict with or constitute a material breach of, or default under, any existing law, court or administrative regulation, decree, order or any provision of the Constitution or laws of the State relating to the City or its affairs, or any ordinance, resolution, agreement, mortgage, lease or other instrument to which the City is subject or by which it is bound. (F) To the City's knowledge, there is no litigation, administrative action, site investigationsuit, proceeding or similar action proceedinginvestigation at law or in equity before or by any court, public board or body pending or, to the best knowledge of the CITY City, threatened against or affecting the CITY City, wherein an unfavorable decision, ruling or finding would materially adversely affect the Landfill (i) challenging transactions contemplated hereby or issuance of the validity of this Agreement Bonds, or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determinedin any way, would materially adversely affect the ability validity of the CITY Bonds, this Agreement or OPERATOR any agreement or instrument to perform its obligations. (d) As which the City is a party and which is used or contemplated for use in the consummation of the date of this Agreement, the CITY holds merchantable fee simple title to the property described on Exhibit B.transactions contemplated hereby.

Representations of the City. The CITY City represents and warrants thatcovenants as follows: (a) The CITY City is a political subdivision of the State and has the full power, legal right and authority and legal right all necessary licenses and permits required as of the date hereof to enter into own, operate and perform maintain the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to execute, issue and deliver the Bond, to pledge the revenues necessary to secure the payment of the Bond, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (b) The proceedings of the Governing Authority approving this Loan Agreement and the Bond and authorizing their execution, issuance and delivery by the City and authorizing the City to undertake and complete the Project, including, without limitation the Authorizing Ordinance, have been duly and lawfully adopted in accordance with the laws of the State, including the Open Meetings Law (R.S. 42:11, et seq.). (c) The Authorizing Ordinance was duly adopted by the Governing Authority and was published in the official journal of the City no less than 30 days prior to the delivery date of the Bond, and since the said publication no actions or proceedings have been filed or threatened contesting the legality of the Authorizing Ordinance, the Bond or any provision for payment of the Bond. (d) This Loan Agreement and the Bond have been duly authorized and have been or will be duly executed and delivered by the Authorized Officer, and assuming that the Department has all the requisite power and authority to authorize, execute and deliver and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement and the Bond will constitute the legal, valid and binding obligations of the City, enforceable in accordance with their respective terms. (e) To the best of the City's knowledge, there is no fact that the City has not disclosed to the Department in writing on the City's application for the Loan or otherwise that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the City or the System or the ability of the City to make all Loan repayments and otherwise to observe and perform its duties, covenants, obligations and agreements under this Loan Agreement and the Bond. (f) To the best of the City's knowledge, the authorization, execution and delivery of this Loan Agreement and the Bond by the City, the observance and performance hereof by the CITY (i) have City of its duties, covenants, obligations and agreements thereunder and under the requisite approval Authorizing Ordinance and the consummation of all governmental bodiesthe transactions provided for in this Loan Agreement, (ii) the Authorizing Ordinance and the Bond, the compliance by the City with the provisions of this Loan Agreement, the Authorizing Ordinance and the Bond and the undertaking and completion of the Project will not violate result in any judgmentbreach of any of the terms, order, law conditions or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) provisions of or constitute a default under or (C) result in the creation or imposition of any lien, charge, charge or other encumbrance or security interest upon any property or assets of the CITY under City pursuant to any lawordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of the Authorizing Ordinance and the Bond and any ordinance, resolution or indenture which authorized outstanding debt obligations to which the CITY City is a party or by which the CITY City, the System or any of its property or assets may be bound bound), nor will such action result in any violation of the provisions of any laws, ordinances, resolutions, governmental rules, regulations or affectedcourt orders to which the City, the System or its properties or operations are subject. (bg) This Agreement has been duly authorized, executed and delivered by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallyThere are no proceedings pending, or by general equitable principles concerning remedies. (c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened City threatened, against or affecting the CITY City in any court or before any governmental authority or arbitration board or tribunal that have not been disclosed in writing to the Landfill (i) challenging Department in the validity of this Agreement City's application for the Loan or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) whichotherwise that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the CITY or OPERATOR City to make all Loan repayments and otherwise observe and perform its obligationsduties, covenants, obligations and agreements under this Loan Agreement and the Bond. (dh) As To the best of the date City's knowledge, no event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement and the Bond or receipt of the amount of the Loan, or upon the happening of any such event and the giving of notice and/or the passage of time, would constitute an Event of Default hereunder or under the Authorizing Ordinance. The City is not in violation of and has not received notice of any claimed violation of any term of any agreement or other instrument to which it is a party or by which it or the System or its properties may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the City to make all Loan repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement, the CITY holds merchantable fee simple title Authorizing Ordinance and the Bond. (i) The City has obtained all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bond or for the undertaking or completion of the Project and the financing or refinancing thereof and the City has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bond or with the undertaking or completion of the Project and the financing or refinancing thereof. No consent, approval or authorization of, or filing, registration or qualification with any governmental body or officer that has not been obtained is required on the part of the City as a condition to the authorization, execution and delivery of this Loan Agreement and the Bond, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. (j) The City is in compliance with all laws, resolutions, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project, or the condition (financial or otherwise) of the City or its System; and the City has obtained or will obtain all licenses, permits, franchises or other governmental authorizations presently necessary for the ownership of its property described on Exhibit B.or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the City or its System. (k) The City has not previously pledged the revenues being used to repay the Bond to the payment of any indebtedness of the City or any other entity, other than the Parity Obligations, if any, defined in Section 0.

Representations of the City. The CITY City represents and warrants that:covenants as follows:‌ (a) The CITY City is a political subdivision of the State and has the full power, legal right and authority and legal right all necessary licenses and permits required as of the date hereof to enter into own, operate and perform maintain the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to execute, issue and deliver the Bond, to pledge the revenues necessary to secure the payment of the Bond, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (b) The proceedings of the Governing Authority approving this Loan Agreement and the Bond and authorizing their execution, issuance and delivery by the City and authorizing the City to undertake and complete the Project, including, without limitation the Authorizing Ordinance, have been duly and lawfully adopted in accordance with the laws of the State, including the Open Meetings Law (R.S. 42:11, et seq.). (c) The Authorizing Ordinance was duly adopted by the Governing Authority and was published in the official journal of the City no less than 30 days prior to the delivery date of the Bond, and since the said publication no actions or proceedings have been filed or threatened contesting the legality of the Authorizing Ordinance, the Bond or any provision for payment of the Bond. (d) This Loan Agreement and the Bond have been duly authorized and have been or will be duly executed and delivered by the Authorized Officer, and assuming that the Department has all the requisite power and authority to authorize, execute and deliver and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement and the Bond will constitute the legal, valid and binding obligations of the City, enforceable in accordance with their respective terms. (e) To the best of the City's knowledge, there is no fact that the City has not disclosed to the Department in writing on the City's application for the Loan or otherwise that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the City or the System or the ability of the City to make all Loan repayments and otherwise to observe and perform its duties, covenants, obligations and agreements under this Loan Agreement and the Bond. (f) To the best of the City's knowledge, the authorization, execution and delivery of this Loan Agreement and the Bond by the City, the observance and performance hereof by the CITY (i) have City of its duties, covenants, obligations and agreements thereunder and under the requisite approval Authorizing Ordinance and the consummation of all governmental bodiesthe transactions provided for in this Loan Agreement, (ii) the Authorizing Ordinance and the Bond, the compliance by the City with the provisions of this Loan Agreement, the Authorizing Ordinance and the Bond and the undertaking and completion of the Project will not violate result in any judgmentbreach of any of the terms, order, law conditions or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) provisions of or constitute a default under or (C) result in the creation or imposition of any lien, charge, charge or other encumbrance or security interest upon any property or assets of the CITY under City pursuant to any lawordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of the Authorizing Ordinance and the Bond and any ordinance, resolution or indenture which authorized outstanding debt obligations to which the CITY City is a party or by which the CITY City, the System or any of its property or assets may be bound bound), nor will such action result in any violation of the provisions of any laws, ordinances, resolutions, governmental rules, regulations or affectedcourt orders to which the City, the System or its properties or operations are subject. (bg) This Agreement has been duly authorized, executed and delivered by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallyThere are no proceedings pending, or by general equitable principles concerning remedies. (c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened City threatened, against or affecting the CITY City in any court or before any governmental authority or arbitration board or tribunal that have not been disclosed in writing to the Landfill (i) challenging Department in the validity of this Agreement City's application for the Loan or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) whichotherwise that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the CITY or OPERATOR City to make all Loan repayments and otherwise observe and perform its obligationsduties, covenants, obligations and agreements under this Loan Agreement and the Bond. (dh) As To the best of the date City's knowledge, no event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement and the Bond or receipt of the amount of the Loan, or upon the happening of any such event and the giving of notice and/or the passage of time, would constitute an Event of Default hereunder or under the Authorizing Ordinance. The City is not in violation of and has not received notice of any claimed violation of any term of any agreement or other instrument to which it is a party or by which it or the System or its properties may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the City or its System or the ability of the City to make all Loan repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement, the CITY holds merchantable fee simple title Authorizing Ordinance and the Bond. (i) The City has obtained all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bond or for the undertaking or completion of the Project and the financing or refinancing thereof and the City has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the City of its duties, covenants, obligations and agreements under this Loan Agreement and the Bond or with the undertaking or completion of the Project and the financing or refinancing thereof. No consent, approval or authorization of, or filing, registration or qualification with any governmental body or officer that has not been obtained is required on the part of the City as a condition to the authorization, execution and delivery of this Loan Agreement and the Bond, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. (j) The City is in compliance with all laws, resolutions, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project, or the condition (financial or otherwise) of the City or its System; and the City has obtained or will obtain all licenses, permits, franchises or other governmental authorizations presently necessary for the ownership of its property described on Exhibit B.or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the City to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the City or its System. (k) The City has not previously pledged the revenues being used to repay the Bond to the payment of any indebtedness of the City or any other entity, other than the Parity Obligations, if any, defined in Section 0.

Representations of the City. The CITY represents City makes the following representations, all of which will survive the purchase and warrants thatoffering of the Bonds: (a) The CITY City is a political subdivision of the State of Mississippi (the “State”), duly organized and existing under the laws of the State. (b) The City is authorized by the provisions of the Act and the Bond Resolution to issue the Bonds secured as set forth in the Bond Resolution. (c) The City has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power, power and authority to authorize and legal right to enter into and perform thereafter consummate all transactions contemplated by this Agreement and the executionBonds. (d) The City has duly adopted the necessary resolutions and has duly authorized the execution of this Agreement and the issuance and sale of the Bonds, delivery and performance hereof has taken all actions and obtained all approvals necessary and appropriate to carry out the same except as set forth in Paragraph 9 of this Agreement. (e) The City has duly authorized all necessary actions to be taken by the CITY City for (i) have the requisite approval issuance and sale of all governmental bodiesthe Bonds upon the terms set forth herein and in the Bond Resolution, (ii) will not violate the execution, delivery, receipt and due performance of this Agreement and the Bonds, and any judgmentand all other agreements and documents as may be required to be executed, orderdelivered and received by the City in order to consummate the transactions contemplated hereby, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or (C) result in the creation of any lien, charge, encumbrance or security interest upon any assets consummation of the CITY under transactions contemplated hereby. (f) There is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any lawcourt, public board or body pending or, to the best of the City's knowledge, threatened against or affecting the City (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or the validity of the Bonds, this Agreement or any agreement or instrument to which the CITY City is or is expected to be a party and which is used or by which contemplated for use in the CITY or its assets may be bound or affectedconsummation of the transactions contemplated hereby. (bg) This Agreement has been duly authorized, executed The execution and delivered delivery by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, or by general equitable principles concerning remedies. (c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened against or affecting the CITY or the Landfill (i) challenging the validity of this Agreement or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determined, would materially adversely affect the ability of the CITY or OPERATOR to perform its obligations. (d) As of the date City of this Agreement, the CITY holds merchantable fee simple title Bonds, and other agreements contemplated hereby and compliance with the provisions thereof will not conflict with or constitute, on the part of the City, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the City is subject or by which the City is or may be bound. (h) Any certificate signed by any of the City's authorized officers and delivered to the property described on Exhibit B.Purchaser shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein. (i) To the knowledge of the City, the City is not in default, and at no time has been in default, in the payment of principal of, premium, if any, interest on, or otherwise in default with respect to bonds, notes, or other obligations which it has issued, assumed or guaranteed.