Common use of Representations of the Issuer Clause in Contracts

Representations of the Issuer. (a) The Issuer has authorized or, prior to the delivery of the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreement.

Representations of the Issuer. (a) a. The Issuer has authorized orauthorized, or prior to the delivery of the Bonds, Bonds the Issuer will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond OrdinanceResolution; (b) Except for the b. The information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information contained in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Datedate of Closing, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; , in light of the circumstances under which they were made, not misleading; (c) Except as is specifically disclosed in c. To the Official Statement, knowledge of the Issuer there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance Resolution or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, Escrow Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement; (d) d. The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, Escrow Agreement and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement decree or other instrument order by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the date of Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) e. All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance Resolution, the Escrow Agreement, and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, made have been obtained or made or will be obtained or made prior to delivery of the Bonds;; and (f) f. The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") its counsel in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, request provided however that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation or warranty made by the Issuer;. (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) g. The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause acknowledges and agrees that (i) the proceeds from the purchase and sale of the Bonds pursuant to be applied this Bond Purchase Agreement is an arm's-length commercial transaction between the Issuer and the Underwriter; (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a manner other than principal and not as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after an agent or a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) fiduciary of the Rule for Issuer; (iii) the last five (5) years Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best offering of the knowledge of Bonds or the Issuerprocess leading thereto (whether or not the Underwriter, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval affiliate of the Underwriter, has advised or is currently advising the Issuer on other matters) nor has it assumed any other obligation to the Issuer except for the obligations expressly set forth in this Agreement, (iv) the Underwriter has financial and other interests that differ from those of the Issuer's Taxable Water ; and Sewer Revenue Bonds, Series 2016A (v) the Issuer has consulted with its own legal and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As financial advisors to the extent it deemed appropriate in connection with the offering of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase AgreementBonds.

Representations of the Issuer. To induce the Administrative Agent to enter into this Agreement, the Issuer represents and warrants to the Administrative Agent that: (a) The the Issuer has authorized oris a limited partnership duly incorporated, prior validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the delivery nature of the Bonds, will duly authorize all necessary action its business requires it to be taken by it for: so qualified, except where the failure to so qualify would not have a material adverse effect on its business, condition or operations; (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3b) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received performance by the Issuer in order to carry outof this Agreement are within the Issuer's corporate powers, give effect tohave been duly authorized by all necessary corporate action, and consummate do not contravene (i) the transactions contemplated herebyIssuer's partnership agreement, by (ii) any law, rule or regulation applicable to the BondsIssuer, (iii) any contractual restriction binding on or affecting the Official StatementIssuer or its property or (iv) any order, and writ, judgment, award, injunction or decree binding on or affecting the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations Issuer or warranties are made) is and, as of the Closing Date, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleadingits property; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry pending or investigation at law threatened action or in equity or proceeding affecting the Issuer before or by any court, public board governmental agency or body pending against arbitrator which may materially adversely affect the financial condition or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence operations of the Issuer or the Governing Authority or the validity ability of the Act Issuer to perform its obligations under this Agreement, or wherein an unfavorable decision, ruling or finding would adversely which purports to affect the transactions contemplated hereby or by the Official Statement or the legality, validity or due adoption enforceability of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement; (d) The authorizationno consent of any other person (including, execution and delivery by the Issuer without limitation, stockholders or creditors of the Official Statement, this Bond Purchase Agreement, the Disclosure CertificateIssuer), and the other documents contemplated hereby and by the Official Statementno consent, and compliance by the Issuer license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with any governmental authority, is required in connection with the provisions execution, delivery, performance, validity or enforceability of such instruments, do not and will not conflict with this Agreement by or constitute on against the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the OrdinanceIssuer; (e) All consents of this Agreement has been duly executed and notices to or filings with governmental authorities necessary for the consummation delivered by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds;Issuer; and (f) The Issuer agrees to cooperate with the Underwriter this Agreement constitutes a legal, valid and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent binding obligation of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of enforceable against the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of accordance with its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreementsterms, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as enforceability may be otherwise disclosed to limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Underwriter in accordance with this Bond Purchase Agreementenforcement of creditors' rights generally or by general principles of equity.

Representations of the Issuer. (a) The shares of Stock being issued hereunder will be free and clear of any liens, encumbrances, or claims of any kind whatsoever, and Issuer has authorized orwarrants free, prior clear and marketable title to said shares to the delivery of Purchaser, subject to said shares being restricted under the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance;securities laws. (b) Except for Issuer has no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the information which is permitted to be omitted from transfer of these shares into the Preliminary Official Statement pursuant to Section (b)(1) name of the RulePurchaser, subject only to the information provision of the securities laws governing restricted stock. (c) There have been no changes in the Official Statement capital structure of Company including outstanding shares, options, warrants or related matters since the March 31, 1997, financial statements which have been provided to Purchaser. There also have been no material items of expense or income incurred or accrued since such date. (excluding therefrom the information d) The Issuer has been duly organized, is validly existing and is in good standing under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as laws of the Closing DateState of Florida. (e) The Issuer is, will be correct to the best of Issuer's knowledge and belief, in compliance in all material respects with all applicable laws and regulations of Federal, State and local government agencies having jurisdiction over it. (f) The Issuer's articles of incorporation specifically exclude Issuer from the Control Share Acquisition Provisions contained in Section 607.0902 of the Corporation Law of Florida or Issuer is otherwise excepted from said provisions such information that the issuance of these shares to Purchaser as contemplated by this agreement will not be affected by such provisions and Purchaser shall have the full unaffected right to vote all shares purchased hereunder. (g) The Stock will be duly authorized, validly issued, fully paid and non-assessable and the delivery to Purchaser of the Stock pursuant to the provisions of this Agreement will constitute valid title in said stock, free and clear of all liens, encumbrances, restrictions, claims and commitments of every kind. (h) The execution and delivery of this Agreement and the Stock does not contain and will not contain violate any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light provision of the circumstances under which they were made, not misleading; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting applicable to the Issuer or conflict with or result in a breach or termination of any provision of, or constitute a default, or will result in the Governing Authority creation of any lien, charge or to encumbrance upon any of the best knowledge property or assets of the Issuer threatened against pursuant to or affecting the Issuer under any corporate charter, by-laws, mortgage, deed of trust, indenture or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer other agreement or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificateinstrument, or any agreement order, judgment, decree, statute, regulation or instrument any other restriction of any kind or character to which the Issuer is a party and or by which is used or contemplated for use in the consummation any of the transaction contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part assets of the Issuer a breach may be bound with or without the giving of notice, the passage of time or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, boundboth, except as provided by the Bonds and the Ordinance; (e) All consents of and notices with respect to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky applicable laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance;affecting creditors' rights. (i) The Issuer hereby certifies that, Subsequent to the best execution of its knowledge after a diligent reviewthis agreement and prior to the appointment of Purchaser as sole officer and director, it has timely complied with the continuing disclosure obligations under Section (b)(5) Issuer will ensure that no person takes any action on behalf of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, Issuer except as otherwise described in the Preliminary Official Statement;contemplated herein. (j) To Issuer will have caused all corporate action necessary to appoint Purchaser as the best sole officer and director of Issuer to be taken and upon such action Purchaser will be the knowledge sole officer and director of the Issuer with all necessary authority to act on behalf of Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented;. (k) Prior Issuer has taken all corporate action necessary to issue the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any subject shares of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; andstock to Purchaser. (l) As Issuer shall turn all books and records of Issuer to Purchaser upon the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementexecution hereof.

Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on the part of the Borrower herein contained: (a) The Issuer has authorized oris a body corporate and politic duly organized and validly existing under the laws of the State. (b) The financing of the Project, prior to the delivery issuance and sale of the Bonds, will duly authorize the execution and delivery of this Agreement and the Indenture, and the performance of all necessary action to be taken by it for: (1) the sale covenants and agreements of the Bonds upon Issuer contained in this Agreement and the terms set forth herein Indenture, and in of all other acts and things required under the Official Statement; (2) the approval laws of the Official Statement State to make this Agreement and the signing Indenture valid and binding special, limited obligations of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry outaccordance with their terms, give effect to, and consummate the transactions contemplated hereby, are authorized by the Bonds, the Official Statement, Act and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) have been duly authorized by resolutions of the Rule, Issuer’s Governing Body adopted at meetings xxxxxxx xxxx called and held by the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as affirmative vote of the Closing Date, will be correct in all material respects and such information does not contain and will not contain any untrue statement less than a majority of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading;its members. (c) Except as is specifically disclosed in The execution and delivery of this Agreement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions other agreements contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party party, including without limitation the Indenture, and which is used or contemplated for use in the consummation of the transaction transactions contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificatethereby, and the other documents contemplated hereby fulfillment of the terms hereof and by the Official Statement, and compliance by the Issuer with the provisions of such instrumentsthereof, do not and will not conflict with with, or constitute on the part of the Issuer a breach of or a default under under, any provisions existing (i) law, or (ii) other legislative act, constitution or other proceeding establishing or relating to the establishment of the Louisiana Constitution of 1974, as amendedIssuer or its affairs or its resolutions, or any existing law, court or administrative regulation, decree, judgement, loan (iii) agreement, indenture, bondmortgage, note, resolution, ordinance, order, agreement lease or other instrument by to which the Issuer is subject or is a party or by which it is bound. (d) No officer of the Issuer who is authorized to take part in any manner in making this Agreement or the members of the Governing Authority, Indenture or any of its officers contract contemplated hereby or thereby has a personal financial interest in their respective capacities as such) or its properties are or, on has personally and financially benefited from this Agreement or the Closing Date will be, bound, except as provided by the Bonds and the Ordinance;Indenture or any such contract. (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall There is not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies thatpending or, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of threatened any suit, action or proceeding against or affecting the Issuer included in [Appendices A B before or by any court, arbitrator, administrative agency or other governmental authority which materially and C] adversely affects the validity, as to the Official Statement present fairly Issuer, of this Agreement or the financial position and the results Indenture, any of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer its obligations hereunder or issue any bonds, notes thereunder or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, transactions contemplated hereby or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementthereby.

Representations of the Issuer. (a) The Issuer represents that: (i) it is a public facility corporation organized and existing under laws of the State and particularly the Act; (ii) it has authorized or, or will have as of the Closing Date duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds, will duly authorize all necessary action to be taken by it for: (1) Bonds and the sale execution and delivery of the Bonds upon Issuer Documents; (iii) it is not in violation of or in conflict with any provisions of the terms set forth herein and laws of the State that would impair its ability to carry out its obligations contained in the Official StatementIssuer Documents; (2iv) it has the approval of legal right and is empowered to enter into the Official Statement and transactions contemplated by the signing of the Official Statement by a Issuer Documents; (v) it has duly authorized officer; and (3) the execution, delivery and receipt performance of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer Documents; and (vi) it will do all things in its power in order to carry out, give effect to, and consummate maintain its existence or assure the transactions contemplated hereby, assumption of its obligations under the Issuer Documents by the Bonds, the Official Statement, and the Bond Ordinance;any successor public body. (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information The Issuer will not take any action inconsistent with its expectations stated in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct in all material respects and such information does not contain Tax Exemption Agreement and will not contain any untrue statement of a material fact comply with the covenants and does not omit and will not omit to state a material fact required to be requirements stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading;and incorporated by reference herein. (c) Except THE ISSUER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF; THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES; THE DESIGN OR CONDITION THEREOF; THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF; LATENT DEFECTS THEREIN; THE VALUE THEREOF; FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY LEGAL REQUIREMENTS. (d) THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE PROCEEDS OF THE BONDS WILL BE SUFFICIENT TO FINANCE THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE PROJECT OR THAT THE PROJECT WILL BE ADEQUATE OR SUFFICIENT FOR THE BORROWER’S INTENDED PURPOSES. (e) The Issuer makes no representation as is specifically disclosed in to the Official Statementfinancial position or business condition of the Borrower and does not represent or warrant as to any of the statements, there is no actionmaterials (financial or otherwise), suit, proceeding, inquiry representations or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority certifications furnished or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization be made and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or furnished by the Official Statement or Borrower in connection with the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution sale of the Bonds, this Bond Purchase Agreementor as to the correctness, the Disclosure Certificate, completeness or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions accuracy of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds;statements. (f) The Issuer agrees to cooperate with finds and determines that financing the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement Project by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale issuance of the Bonds to be applied in a manner other than as provided in will further public purposes under the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase AgreementAct.

Representations of the Issuer. (a) The Issuer represents and warrants to GSCP on and as of the date hereof and each Purchase Date with respect to each Participation Interest sold on such date that: (i) The Issuer (i) is duly incorporated and validly existing under the laws of the Cayman Islands, (ii) is in good standing under such laws and (iii) has authorized orfull power and authority to execute, prior deliver and perform its obligations hereunder and under the this Agreement and the Warehouse Agreement. (ii) The Issuer’s execution, delivery, and performance of this Agreement and the Warehouse Agreement has not resulted and will not result in a breach or violation of any provision of (i) the Issuer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any governmental authority applicable to the delivery Issuer, which could reasonably be expected to have a material adverse effect on the Issuer or its assets, (iii) any judgment, injunction, decree or determination applicable to the Issuer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other instrument by which the Issuer may be bound or to which any of the Bondsassets of the Issuer are subject. (iii) This Agreement and the Warehouse Agreement (A) have been duly and validly authorized, will duly authorize all necessary executed, and delivered by the Issuer and (B) are the legal, valid, and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except that such enforceability against the Issuer may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by the court’s discretion in relation to equitable remedies; and no notice to, registration with, consent or approval of, or any other action by, any relevant governmental authority or other person (including but not limited to any notice, consent, or approval required to be taken delivered or obtained by it for: (1) the Issuer on the Purchase Date in connection with the sale of the Bonds upon Participation Interest hereunder) is or will be required for the terms set forth herein Issuer to execute, deliver, and perform its obligations under, this Agreement and the Warehouse Agreement. (iv) Other than the security interest granted to GSCP pursuant to Section 3 of this Agreement, the Issuer will be the sole legal and beneficial owner of and has good title to such Participation Interest, free and clear of any encumbrance, and such Participation Interest is not subject to any prior sale, transfer, assignment or participation by the Issuer or any agreement to assign, convey, transfer or participate, in whole or in part to any person other than GSCP. (v) No proceedings are (i) pending against the Issuer or (ii) to the best of the Issuer’s knowledge, threatened against the Issuer before any relevant governmental authority that, in the Official Statementaggregate, will materially and adversely affect (A) the Participation Interest or (B) the ability of the Issuer to perform its obligations under this Agreement. (vi) Except for any Unfunded Amounts, there is no funding obligation of any kind (whether fixed, contingent, conditional, or otherwise) in respect of such Participation Interest (including any obligation to make advances or to purchase participations in letters of credit under the Underlying Instruments or any obligation relating to any currency or interest rate swap, hedge, or similar arrangement arising under the Underlying Instruments) that the Issuer or GSCP is or shall be required to pay or otherwise perform that the Issuer has not paid or otherwise performed in full. (vii) No broker, finder or other person acting under the Issuer’s authority is entitled to any broker’s commission or other fee in connection with such Participation Interest or otherwise in connection with the transactions contemplated by this Agreement for which GSCP could be responsible. (viii) The Issuer (i) has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the sale of the Participation Interest and (ii) has independently and without reliance upon GSCP, and based on such information as the Issuer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Issuer has relied upon GSCP’s express representations, warranties and covenants in this Agreement. The Issuer acknowledges that GSCP has not given the Issuer any investment advice, credit information, or opinion on whether the sale of the Participation Interest is prudent. (ix) The Issuer acknowledges that (i) GSCP may have, and later may come into possession of, information with respect to the Participation Interest, any Borrower or its Affiliates that is not known to the Issuer and that may be material to a decision to sell the Participation Interest (“Issuer Excluded Information”), (ii) the Issuer may sell the Participation Interest notwithstanding its lack of knowledge of the Issuer Excluded Information and (iii) GSCP shall have no liability to the Issuer, and the Issuer waives and releases any claims that it might have against GSCP or any Indemnitee whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Issuer Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Issuer Excluded Information shall not and does not affect the truth or accuracy of GSCP’s representations or warranties in this Agreement. (x) Without characterizing the Participation Interest as a “security” within the meaning of applicable securities laws, the Issuer has not made any offers to sell, or solicitations of offers to buy, any portion of the Participation Interest in violation of any applicable securities laws. (xi) The Issuer acknowledges that: (i) its sale of the Participation Interest to GSCP is irrevocable; (2ii) the approval of Issuer shall have no recourse to the Official Statement and the signing of the Official Statement by a duly authorized officerParticipation Interest; and (3iii) the executionIssuer shall have no recourse to GSCP, delivery and receipt except for GSCP’s or breach of their respective representations, warranties, covenants or agreements, in each case as expressly stated in this Bond Purchase Agreement, the Disclosure CertificateWarehouse Agreement or in any of the other documents or agreements executed in connection with the transactions contemplated herein or therein. (xii) The Issuer has not engaged in any acts or conduct or made any omissions that will result in GSCP receiving proportionately less in payments or distributions under, or less favorable treatment (including the timing of payments or distributions) for, the Participation Interest than is received by other lenders holding loans or commitments of the same tranche as the related Collateral Debt Obligation. (xiii) The Issuer does not hold any funds or property of or owe any amounts or property to the Borrower and has not effected or received the benefit of any setoff against the Borrower on account of the Participation Interest. (xiv) The Issuer has not received any written notice other than those publicly available that (i) any payment or other transfer made to or for the account of the Issuer from or on account of the Borrower under the related Collateral Debt Obligation is or may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer or (ii) the Participation Interest, or any portion of it is void, voidable, unenforceable or subject to any similar impairment. (xv) The Issuer is not a party to any document, instrument or agreement (other than any the Underlying Instruments) that could materially and adversely affect the Participation Interest or GSCP’s rights and remedies under this Agreement. (xvi) The principal amount of the Collateral Debt Obligation outstanding and any Unfunded Amounts and all such permanent commitment reductions, permanent repayments of principal and all amendment, consent, waiver and other agreements and documents as may be required to be executed, delivered and similar non-ordinary course fees received by the Issuer in order to carry out, give effect to, and consummate connection with the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, related Collateral Debt Obligation as of the Closing Purchase Date, will be correct are accurately stated in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required the Loan Transaction Schedule. (xvii) The Issuer has provided, or has caused to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (orprovided, to the knowledge GSCP (i) true, correct and complete copies of the Issuereach Underlying Instrument, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decisionif any, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use (ii) to the extent and in the consummation of the transaction contemplated hereby or form received by the Official Statement; (d) The authorizationIssuer, execution any other Underlying Instruments. A true and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions accurate description of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described Underlying Instruments is set forth in the Official Statementapplicable Loan Transaction Schedule. 14. Borrower Information With respect to each Collateral Debt Obligation and subject to any applicable confidentiality provisions, (a) the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authorityfurnish, or any officercause to be furnished, employee promptly to GSCP (i) such reports, certificates and other written information as are received by or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official on behalf of the Issuer and required to be delivered to or on behalf of the Underwriter shall be deemed a representation and warranty by lenders under any of the Issuerloan documentation relating to such Collateral Debt Obligation, (ii) such other information regarding the operations, business affairs or financial condition of the Borrower, or compliance with the terms of such loan documentation, as appropriate, GSCP may reasonably request and that the Issuer is entitled to the Underwriter as to the truth of the statements therein contained; request under such loan documentation or otherwise and (hiii) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided such loan documentation in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information possession of the Issuer included or the Collateral Manager as GSCP may reasonably request and (b) the Issuer agrees to notify GSCP promptly, but in [Appendices A B and C] to no event later than two Business Days following the Official Statement present fairly receipt by the financial position and Collateral Manager of actual notice, of any event of default under the results Collateral Debt Obligation, or the merger or consolidation by the Borrower with or into, or any conveyance, transfer, lease or disposal by the Borrower of operations (whether in one transaction or a series of transactions) all or substantially all of the Issuer at Borrower’s assets to, any person or entity or any other event which is likely to have a material adverse affect on the respective dates and for the respective periods indicated thereinoperations, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer business affairs or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any financial condition of the revenues which will secure the Bonds without the prior approval of the UnderwriterBorrower. GSCP agrees to be bound by, except for the Issuer's Taxable Water and Sewer Revenue Bondsto comply with, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change applicable confidentiality provisions set forth in the financial position, results of operations, any Collateral Debt Obligation or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementany document related thereto.

Representations of the Issuer. The Issuer hereby represents and warrants to the Tenant as follows: (a) The Issuer is a municipal corporation and political subdivision duly organized and existing under the Constitution and laws of the State. (b) Under the provisions of the Act, the Issuer has the power to enter into and perform the transactions contemplated by this Lease and the Indenture and to carry out its obligations hereunder and thereunder. By proper action of its governing body, the Issuer has duly authorized orthe execution and delivery of this Lease and the Indenture and the issuance, prior to the execution and delivery of the Bonds, will duly authorize all necessary action to be taken by it for: . (1c) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the The execution, delivery and receipt performance of this Bond Purchase AgreementLease and the Indenture by the Issuer, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate consummation of the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) fulfillment of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" terms and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct in all material respects and such information does conditions hereof do not contain and will not contain conflict with or result in a breach of any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were madeterms or conditions of any restriction, not misleading; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is now a party or by which it is bound or to which any property of the Issuer is subject, and which is used do not and will not constitute a default under any of the foregoing, or contemplated for use to the best of the Issuer's knowledge, cause the Issuer to be in violation of any law, ordinance, decision, order, decree, rule or regulation of any court or governmental authority having jurisdiction over the Issuer or its properties, including the Project, and do not and will not result in the consummation creation or imposition of any lien, charge or encumbrance of any nature upon any of the transaction contemplated hereby property or assets of the Issuer contrary to the terms of any instrument or agreement to which the Issuer is a party or by the Official Statement;which it is bound. (d) The authorizationIssuer has not, execution in whole or in part, assigned, leased, hypothecated or otherwise created any other interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against, the Project, except for this Lease, the Sublease and delivery by the Issuer pledge of the Official Statement, this Bond Purchase Agreement, Project pursuant to the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance;Indenture. (e) All consents The Issuer has obtained the consent to and/or approval of and notices to the issuance of the Bonds by each municipal corporation or filings with governmental authorities necessary for political subdivision the consummation consent or approval of which is required by the Issuer provisions of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds;Act. (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge Issuer's knowledge, no member of the Issuer, the financial statements and other financial information governing body of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations or any other officer of the Issuer at the respective dates and for the respective periods indicated thereinhas any significant or conflicting interest, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closingfinancial, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial employment or otherwise, of the Issuer from that described in the Official Statement other than Tenant, the Project or in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementtransactions contemplated hereby.

Representations of the Issuer. The Issuer represents that: (a) The Issuer has authorized or, prior it is a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the delivery of Issuer which would impair its ability to carry out its obligations contained in this Agreement or the Bonds, will duly authorize all necessary action other Operative Documents to be taken by which it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statementis a party; (2c) it is legally empowered to enter into and perform the approval of the Official Statement transactions contemplated by this Agreement and the signing of the Official Statement by other Operative Documents to which it is a duly authorized officerparty; and (3d) the execution, delivery and receipt performance of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, Agreement and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as other Operative Documents to which no representations or warranties are made) it is and, as of the Closing Date, will be correct in all material respects and such information does a party do not contain and will not contain violate or conflict with any untrue statement provision of a material fact and does not omit and will not omit law applicable to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading; (c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer do not, and will not, conflict with or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or result in a default under any agreement or instrument to which the Issuer is a party and or by which it is used or contemplated for use in bound which would have an adverse effect on the consummation Issuer’s ability to perform its obligations under any of the transaction contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer Operative Documents to which it is a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement or other instrument by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement party (other than such consentsadverse effect which is not material); (e) its Legislative Authority has duly authorized the execution, notices delivery and filings, if any, as may be required under performance of this Agreement and the securities or blue sky laws of any federal or state jurisdiction) required other Operative Documents to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; which it is a party; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement this Agreement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authorityother Operative Documents to which it is a party, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer when executed and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriatewill constitute the legal, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure valid and binding obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter enforceable against it in accordance with the respective terms thereof, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Series 2023B Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Bond Purchase AgreementAgreement and the other Operative Documents to which it is a party by any successor public body.

Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on the part of the Borrower herein contained: (a) The Issuer has authorized or, prior to is a body corporate and politic duly organized and validly existing under the delivery laws of the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance;State. (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) The financing of the RuleProject, the information issuance and sale of the Series 2021 Bonds, the execution and delivery of this Agreement and the Indenture, and the performance of all covenants and agreements of the Issuer contained in this Agreement and the Official Statement (excluding therefrom the information Indenture, and of all other acts and things required under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as laws of the Closing Date, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary State to make this Agreement and the statements in such Official Statement; in light Indenture valid and binding special, limited obligations of the circumstances under which they were madeIssuer in accordance with their terms, are authorized by the Act and have been duly authorized by resolutions of the Issuer’s Governing Body adopted at meetings thereof duly called and held by the affirmative vote of not misleading;less than a majority of its members. (c) Except as is specifically disclosed in The execution and delivery of this Agreement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions other agreements contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party party, including without limitation the Indenture, and which is used or contemplated for use in the consummation of the transaction transactions contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificatethereby, and the other documents contemplated hereby fulfillment of the terms hereof and by the Official Statement, and compliance by the Issuer with the provisions of such instrumentsthereof, do not and will not conflict with with, or constitute on the part of the Issuer a breach of or a default under under, any provisions existing (i) law, or (ii) other legislative act, constitution or other proceeding establishing or relating to the establishment of the Louisiana Constitution of 1974, as amendedIssuer or its affairs or its resolutions, or any existing law, court or administrative regulation, decree, judgement, loan (iii) agreement, indenture, bondmortgage, note, resolution, ordinance, order, agreement lease or other instrument by to which the Issuer is subject or is a party or by which it is bound. (d) No officer of the Issuer who is authorized to take part in any manner in making this Agreement or the members of the Governing Authority, Indenture or any of its officers contract contemplated hereby or thereby has a personal financial interest in their respective capacities as such) or its properties are or, on has personally and financially benefited from this Agreement or the Closing Date will be, bound, except as provided by the Bonds and the Ordinance;Indenture or any such contract. (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall There is not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies thatpending or, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of threatened any suit, action or proceeding against or affecting the Issuer included in [Appendices A B before or by any court, arbitrator, administrative agency or other governmental authority which materially and C] adversely affects the validity, as to the Official Statement present fairly Issuer, of this Agreement or the financial position and the results Indenture, any of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer its obligations hereunder or issue any bonds, notes thereunder or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, transactions contemplated hereby or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementthereby.

Representations of the Issuer. The Issuer represents to the Company, the Placement Agent and the Remarketing Agent: (a) The Issuer has authorized or, prior to the delivery Each of the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale representations of the Bonds upon Issuer contained in the terms set forth herein Loan Agreement and in the Official Statement; (2) the approval Indenture are true and correct on and as of the Official Statement date hereof and are hereby made to the Placement Agent and the signing of the Official Statement by a duly authorized officer; and (3) the executionRemarketing Agent, delivery and receipt of as if set forth this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance; (b) Except All actions required on the part of the Issuer for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) issuance of the RuleBonds and the execution and delivery of, and the performance of its obligations under, this Agreement and under the Loan Agreement, the information Indenture and the Bonds have been duly and effectively taken; this Agreement has been duly authorized, executed and delivered and, assuming the due authorization, execution and delivery by the other parties thereto is a valid, binding and enforceable agreement of the Issuer, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; and the Bonds have been duly authorized, executed, issued and delivered, and in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as hands of the Closing Dateowners thereof constitute, will be correct in all material respects legal, valid and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light binding special limited obligations of the circumstances under which they were madeIssuer, not misleadingenforceable against the Issuer in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; (c) Except as is specifically disclosed in To the Official Statementbest knowledge of the Issuer, there is no action, suit, proceeding, inquiry proceeding or investigation at law or in equity or pending before or by any court, public board or body pending against or affecting the Issuer other governmental authority, or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, or any basis therefor) , to restrain or enjoin the issuance or delivery of the Bonds or the collection, application or pledge of the revenues pledged under the Indenture for the Bonds or in any way contesting or affecting the due organization authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Loan Agreement, the Indenture or this Agreement or the power of the Issuer to execute and valid deliver such documents or to consummate the transactions contemplated therein or the existence or powers of the Issuer or the Governing Authority or the validity titles of the Act its officers to their respective offices, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby or by and in the Official Statement Indenture or the Loan Agreement, or which in any way would materially adversely affect the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, the Indenture, the resolutions adopted in connection with the issuance of the Bonds, the Loan Agreement or this Bond Purchase Agreement, nor to the Disclosure Certificate, or any agreement or instrument to which best knowledge and belief of the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statementthere any basis therefor; (d) The authorizationexecution, execution delivery and delivery performance by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure CertificateLoan Agreement, the Indenture and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, Bonds do not and will not conflict with violate any order, injunction, ruling or constitute on the part of decree by which the Issuer is bound, and do not and will not constitute a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bondmortgage, notelease, resolution, ordinance, order, agreement note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer (or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, property is bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities contravene or blue sky laws constitute a violation of any federal or state jurisdiction) State constitutional or statutory provision, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required to be obtained or made, have in connection therewith that has not been obtained or made accomplished, other than any filings, registrations or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter consents that may reasonably request; provided, however, that the Issuer shall not be required pursuant to register as a dealer any federal or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016State securities laws; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreement.

Representations of the Issuer. The Issuer makes the following representations, all of which will survive the Closing: (a) The Issuer has authorized oris a non-stock, prior to non-profit industrial development corporation organized and existing under the delivery laws of the BondsState of Texas, will duly authorize including particularly the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon’s Texas Civil Statutes (the “Act”), to act on behalf of the Gulf Coast Waste Disposal Authority (the “Unit”) to provide financing for certain “projects”, as defined in the Act, located within the boundaries of the Issuer. The Issuer has complied in all necessary action to be taken by it for: (1) respects with, and the sale issuance of the Bonds upon pursuant to, and the terms set forth herein and in the Official Statement; (2) the approval consummation of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the executionother transactions contemplated by, delivery and receipt of this Bond Purchase Agreement, the Disclosure CertificateIndenture and the Loan Agreement, and any and in accordance with the terms thereof, will comply in all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bondsrespects with, the Official Statement, Constitution and laws of the Bond Ordinance;State of Texas and particularly the Act. (b) Except for The Issuer is a duly constituted authority and public instrumentality of the information which is permitted to be omitted from Unit, a political subdivision of the Preliminary Official Statement State of Texas, within the meaning of the Regulations and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section (b)(1) 103 of the RuleCode, and the Issuer is functioning and acting solely on behalf of the Unit. (c) The information about the Issuer contained in the Official Statement (excluding therefrom the information Limited Offering Memorandum under the captions "heading “THE BONDS – Book- Entry-Only System"ISSUER” is true, "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" correct and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct in all material respects complete and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary in order to make the statements in such Official Statement; made therein, in light of the circumstances under which they were made, not misleading;. The Issuer has authorized the delivery of the Limited Offering Memorandum and approves and consents to the use of the information about the Issuer under the heading “THE ISSUER” therein by the Underwriter. (cd) Except The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of the Loan Agreement and the Indenture and the performance of its obligations thereunder, the issuance and sale of the Bonds, and all actions necessary or appropriate to carry out the same. (e) This Bond Purchase Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms, subject to general principles of equity and except as is specifically disclosed may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights in general. The Loan Agreement, the Official StatementBonds and the Indenture, there when executed and delivered by the Issuer, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to general principles of equity and federal and state laws affecting the enforcement of creditors’ rights generally. (f) The Issuer has obtained or will obtain the approval of the proceedings relating to the Bonds of the Attorney General of the State of Texas required by the provisions of the Act and other applicable Texas law in connection with the issuance and sale of the Bonds and the execution, delivery and performance by the Issuer of its obligations under the Bonds, the Loan Agreement, the Indenture and this Bond Purchase Agreement. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of threatened against or affecting the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement Limited Offering Memorandum or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution enforceability of the Bonds, the Loan Agreement, the Indenture or this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement;. (dh) The authorization, execution and delivery by the Issuer of the Official StatementBonds, the Loan Agreement, the Indenture and this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, Agreement and compliance by the Issuer with the provisions of such instruments, do not and thereof will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree, judgement, loan decree or order or any agreement, indenture, bondmortgage, note, resolution, ordinance, order, agreement lease or other instrument to which the Issuer is subject or by which the Issuer (is or the members of the Governing Authority, or any of its officers in their respective capacities as such) or its properties are or, on the Closing Date will be, bound, except as provided by the Bonds and the Ordinance; (e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Official Statement, the Bond Ordinance and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, have been obtained or made or will be obtained or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer; (g) Any Bond and certificate signed by an official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer, as appropriate, to the Underwriter as to the truth of the statements therein contained; (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Ordinance; (i) The Issuer hereby certifies that, to the best of its knowledge after a diligent review, it has timely complied with the continuing disclosure obligations under Section (b)(5) of the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement; (j) To the best of the knowledge of the Issuer, the financial statements and other financial information of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreementbound.

Representations of the Issuer. The Issuer represents to and agrees with the Underwriter and the Institution that: (a) The Issuer has authorized or, prior to the delivery As of the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreementits date, the Disclosure Certificate, statements and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance; (b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information contained in the Official Statement (excluding therefrom the information under the captions "headings “INTRODUCTION – The Issuer,” “THE BONDS ISSUER” and “LITIGATION – Book- Entry-Only System"The Issuer” are true, "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" correct and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct complete in all material respects and such information does not contain and will not contain omit any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or information which is necessary to make the statements and information therein in such Official Statement; in the light of the circumstances under which they were made, not misleading;. The Issuer neither has nor assumes any responsibility for the accuracy or completeness of any information contained in the Official Statement or in the Appendices thereto (other than under the headings “INTRODUCTION – The Issuer,” “THE ISSUER” and “LITIGATION – The Issuer”) all of which has been furnished by others. (b) The Issuer is a not-for-profit corporation under the laws of the State of New York (the “State”), duly organized and existing with full legal right, power and authority to issue the Bonds, to enter into this Bond Purchase Agreement, the Indenture and the Loan Agreement, to execute and deliver the Preliminary Official Statement and to execute and deliver the Official Statement and all other Financing Documents to which it is a party (collectively referred to herein as the “Issuer Documents”), to adopt the Resolution and to issue, sell and deliver the Bonds to the Underwriter as provided herein and to carry out and consummate all other transactions contemplated by each of the aforesaid documents on its part to be performed. (c) Except as is specifically disclosed in The execution and delivery of this Bond Purchase Agreement and the Official Statementadoption of the Resolution do not, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting and the execution and delivery of the Issuer or Documents and compliance with the Governing Authority or provisions thereof, under the circumstances contemplated thereby, will not, to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, in any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decisionmaterial respect, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Official Statement; (d) The authorization, execution and delivery by the Issuer of the Official Statement, this Bond Purchase Agreement, the Disclosure Certificate, and the other documents contemplated hereby and by the Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of other agreement or instrument to which the Louisiana Constitution of 1974, as amended, Issuer is a party or any existing law, court or administrative regulation, decree, judgement, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement court order or other instrument by consent decree to which the Issuer is subject. (or d) With respect to the members issuance of the Governing AuthorityBonds, or any the Issuer has, and at the date of its officers in their respective capacities as such) or its properties are or, on the Closing Date will behave, bound, except as provided by in all material respects complied with the Bonds Indenture and the Ordinance;Act. (e) The Resolution has not been amended, modified, supplemented or repealed, and is in full force and effect. (f) All approvals, consents and orders of and notices any Governmental Authority which would constitute a condition precedent to or filings with governmental authorities necessary for the consummation performance by the Issuer of the transactions described in the Official Statement, the Bond Ordinance its obligations hereunder and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made, Issuer Documents have been obtained or made or or, if not, will be obtained at the time of or made prior to delivery of the Bonds; (f) The Issuer agrees to cooperate with the Underwriter and Dentons US LLP, New Orleans, Louisiana, and Xxxxxxxxxx Xxxxx & Associates, APLC, Bossier City, Louisiana, (together "Underwriter's Counsel") in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably requestClosing; provided, however, that no representation is made concerning compliance with federal securities laws or the Issuer shall not be required to register as a dealer securities or a broker in any such state or jurisdiction or qualify as a foreign corporation or consent to suit or file any general consents to service of process under the Blue Sky laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation made by the Issuer;various states. (g) Any Bond and certificate signed by an official of the Issuer The Bonds, when duly issued, authenticated and delivered to in accordance with the Underwriter shall be deemed a representation Indenture and warranty by the Issuer, as appropriate, sold to the Underwriter as provided herein, will be the validly issued and outstanding special and limited obligations of the Issuer entitled to the truth benefits and security of the statements therein contained;Indenture and enforceable in accordance with their terms and the terms of the Indenture. The Bonds will be limited obligations of the Issuer payable solely out of revenues or other receipts, funds or moneys pledged therefor. (h) The Issuer will not knowingly take or omit to take any actionDocuments when executed and delivered by the Issuer will, which action or omission will in any way cause assuming due authorization, execution and delivery by the proceeds from the sale other respective parties thereto, constitute valid and binding special and limited obligations of the Bonds Issuer enforceable in accordance with their terms, subject to be applied in a manner any applicable bankruptcy, insolvency or other than as provided in the Bond Ordinance;laws affecting creditors’ rights or remedies heretofore or hereafter enacted. (i) The Issuer hereby certifies thatrepresentations, warranties and agreements contained herein shall survive the Closing under the Bond Purchase Agreement and shall extend to any investigation made by or on behalf of the Underwriter or any person who controls any of such parties of any matters described in or related to the best of its knowledge after a diligent review, it has timely complied with transactions contemplated hereby and by the continuing disclosure obligations under Section (b)(5) of Official Statement and the Rule for the last five (5) years with respect to each of its existing continuing disclosure agreements, except as otherwise described in the Preliminary Official Statement;Issuer Documents. (j) To the best of the Issuer’s knowledge without independent investigation or inquiry no litigation is pending or, to the knowledge of the Issuer, threatened (i) seeking to restrain or enjoin the financial statements issuance or delivery of any of the Bonds or the application of proceeds of the Bonds as provided in the Indenture or the collection of revenues pledged under the Indenture and other financial information the Loan Agreement, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Issuer included in [Appendices A B and C] to the Official Statement present fairly the financial position and the results of operations of the Issuer at the respective dates and for the respective periods indicated therein, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented; (k) Prior to the Closing, the Issuer will not offer Documents or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter, except for the Issuer's Taxable Water and Sewer Revenue Bonds, Series 2016A and Refunding Bonds (Independence Stadium Project) Series 2016; and (l) As of the date of the Closing, there will not be any material adverse change in the financial position, results of operations, or condition, financial or otherwise, of the Issuer from that described in the Official Statement other than in the ordinary course of business or as may be otherwise disclosed to the Underwriter in accordance with this Bond Purchase Agreement, or (iii) in any way contesting the existence or powers of the Issuer.