Common use of Representations, Warranties and Agreements of the Corporation Clause in Contracts

Representations, Warranties and Agreements of the Corporation. The Corporation represents, warrants to, covenants and agrees with, the Underwriter that: (a) The Corporation is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California (the “State”) and has, and at the Closing Date, will have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under this Purchase Contract, the Trust Agreement, the Lease Agreement, the Site Lease and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement and as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents and the Official Statement. To the best knowledge of the Corporation, each of the Corporation Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (b) The Corporation has complied, and will at the Closing Date be in compliance, in all respects with the Corporation Documents. (c) The Board of Directors of the Corporation has, by all necessary action of the Corporation, including the adoption of a resolution adopted by the Board of Directors of the Corporation on , 2012 (the “Corporation Resolution”), duly and validly: (i) approved and authorized the execution and delivery of the Corporation Documents, the Certificates and the Official Statement and approved the distribution of the Preliminary Official Statement, and (ii) authorized and approved the performance by the Corporation of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, the Corporation Resolution and each of such documents. The Corporation Resolution was duly adopted at a meeting of the Corporation called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (d) Except as described in the Official Statement, to the best knowledge of the Corporation, the Corporation is not in any material respect in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, and the performance by the Corporation of its obligations under the Corporation Resolution, the Certificates, the Corporation Documents or any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict, in any material way, with or constitute a material breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Corporation of its obligations under the Corporation Resolution, the Certificates or the Corporation Documents. (e) Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Corporation of its obligations under each of the Corporation Documents and the Certificates have been obtained by the Corporation. (f) The information concerning the Corporation contained in the Preliminary Official Statement, as of its date and as of the date hereof, and in the Official Statement, as of its date and at all times after the date of the Official Statement up to and including the Closing Date, relating to the Corporation, is true, correct and complete in all material respects and does not, and on the Closing Date such information concerning the Corporation will not, contain any untrue statement of a material fact or omit to state any material fact which is necessary to make such statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. (g) If after the date of this Purchase Contract and until twenty-five (25) days after the End of the Underwriting Period (as hereinafter defined), any event shall occur, of which the Corporation has notice, as a result of which it may be necessary to supplement the Official Statement to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Corporation shall immediately notify the City and the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter such event requires an amendment or supplement to the Official Statement, the Corporation will at its own expense, or will cause the City, at its own expense, to amend or supplement the Official Statement in a form and manner jointly approved by the City, the Corporation and the Underwriter so that the statements therein as so amended or supplemented will not be misleading in the light or the circumstances existing at such time and the Corporation will promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. As used herein the term “End of the Underwriting Period” means the later of such time as (i) the Corporation delivers the Certificates to the Underwriter, or (ii) the Underwriter does not retain an unsold balance of the Certificates for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Corporation at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.”

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants to, covenants and agrees with, with the Underwriter thatas follows: (a) The Corporation is and will be on the Closing Date a nonprofit public benefit corporation duly of the State organized and validly existing under operating pursuant to the Constitution and laws of the State of California (the “State”) and has, and at the Closing Date, will have, with full legal right, power and authority (i) to conduct its business, to adopt the Corporation Resolution, to enter into, execute, deliver and perform its obligations under into this Purchase Contract, the Trust Agreement, the Lease Agreement, the Site Lease Agreement and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) Financing Documents to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement and as provided hereinbe executed by it, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents hereby and the Official Statement. To the best knowledge of the Corporation, each of the Corporation Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.thereby; (b) The Corporation has complied, and will at the Closing Date be in compliance, in all respects with the Corporation Documents. (c) The Board of Directors of the Corporation has, by all necessary action of the Corporation, including the adoption of a resolution has duly adopted by the Board of Directors of the Corporation on Resolution, 2012 (and the “Corporation Resolution”), has duly authorized and validly: (i) approved and authorized the execution and delivery of the Corporation Documents, the Certificates and the Official Statement and approved the distribution of the Preliminary Official Statementof, and (ii) authorized and approved the performance by the Corporation of the obligations on its obligations part contained in, the Financing Documents to be executed by it and the taking consummation by it of any and all action as may be necessary to carry out, give effect to and consummate the other transactions contemplated by, the Corporation Resolution and each of such documents. The Corporation Resolution was duly adopted at a meeting of the Corporation called contemplated by the Official Statement and held pursuant this Purchase Agreement; (c) This Purchase Agreement and the Financing Documents to law be executed by Corporation and the other documents contemplated hereby and by the Official Statement to which the Corporation is a party, when executed and delivered by the Corporation and assuming due execution and delivery by all other parties thereto, will constitute the valid and binding obligations of the Corporation enforceable in accordance with all public notice required by law their respective terms except as the enforceability may be subject to applicable limitations of bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or equitable principles affecting the enforcement of creditors’ rights. The enforcement of this Purchase Agreement and at which a quorum was present the Financing Documents are subject to the effect of the general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and acting throughoutfair dealing, and is the possible unavailability of specific performance or injunctive relief, regardless of whether considered in full force a proceeding in equity or at law, and effect to the exercise of judicial discretion in appropriate cases and has not been amended or repealed.to the limitations on legal remedies against public entities in the State; (d) Except as described in The execution and delivery by the Official Statement, to the best knowledge Corporation of the Financing Documents to be executed by it and this Purchase Agreement, and compliance with the provisions on the Corporation’s part contained herein and therein, will not, as of the Corporation is not in any date hereof or as of the Closing Date, conflict with or constitute a material respect in breach of or in material default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court State or federal law, administrative decree or orderregulation, or under any judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, contractbond, note resolution, agreement or other instrument, except as provided in the Financing Documents; (e) The Corporation is not in material breach of or in material default under any existing law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or is otherwise subject or boundsubject, and no event has occurred and is continuing which which, with the passage of time or the giving of notice, notice or both, would constitute a material default or event of default under any loan agreementsuch instrument and which would adversely affect the Financing Documents or the payment of Base Rental Payments; (f) There is no action, notesuit, resolutionproceeding, indentureinquiry or investigation at law or in equity or before or by any State or federal court, contractpublic board or body pending or, to the knowledge of the Corporation, threatened against the Corporation (i) to restrain or enjoin the issuance, sale or delivery of any of the Series 2017 Bonds or the payment of Base Rental Payments under the Facility Lease, or (ii) in any way contesting or affecting (a) the validity or enforceability of the Series 2017 Bonds, this Purchase Agreement, or the Financing Documents to which the Corporation is a party, (b) the existence or powers of the Corporation, (c) the transactions contemplated hereby or by the Official Statement or any agreement or other instrument to which the Corporation is a party or that is otherwise subject used or bound, and contemplated for use in the performance consummation of the transactions contemplated hereby or by the Official Statement, (d) the completeness or accuracy of the Official Statement, or (e) the tax-exempt status of the interest on the Series 2017 Bonds; (g) The Corporation of its obligations will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order to qualify the Series 2017 Bonds for offer and sale under the Corporation Resolution, the Certificates, the Corporation Documents blue sky or any other instruments contemplated by any securities laws and regulations of such documents, states and compliance with the provisions other jurisdictions of each thereof, will not conflict, in any material way, with or constitute a material breach of or default under any applicable law or administrative rule or regulation of the State, the United States of AmericaAmerica as the Underwriter may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2017 Bonds, and consents to and ratifies the use of the Official Statement by the Underwriter in obtaining such qualifications; provided, however, that in no event shall the Corporation be required to take any action which would subject it to general or unlimited service of process in any department, division, agency or instrumentality jurisdiction in which it is not now so subject; (h) As of either the date thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, in any manner which would materially information and adversely affect the performance by the Corporation of its obligations under the Corporation Resolution, the Certificates or the Corporation Documents. (e) Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Corporation of its obligations under each of the Corporation Documents and the Certificates have been obtained by the Corporation. (f) The information concerning the Corporation statements contained in the Preliminary Official Statement, as of its date and as of the date hereof, and in the Official Statement, as of its date and at all times after the date of the Official Statement up to and including the Closing Date, relating to the Corporation, Corporation (excluding information relating to DTC and the book-entry system as to which no representation is true, correct and complete in all material respects and does not, and on the Closing Date such information concerning the Corporation will not, made) did not contain any untrue statement of a material fact or omit to state any a material fact which is required to be stated therein or necessary to make such statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. (g) If after the date of this Purchase Contract and until twenty-five (25) days after the End of the Underwriting Period (as hereinafter defined), any event shall occur, of which the Corporation has notice, as a result of which it may be necessary to supplement the Official Statement to make the statements therein, in the light of the circumstances existing at under which they were made, not misleading, except for information permitted to be omitted therefrom by Rule 15c2-12; and the information and statements contained in the Official Statement relating to the Corporation (excluding information relating to DTC and the book-entry system as to which no representation is made) does not and will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Series 2017 Bonds, an event occurs which might or would cause the information contained in the Official Statement as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such timeinformation therein, in the light of the circumstances under which it was made, not misleading, the Corporation shall immediately will notify the City Authority and the Underwriter of any such event of which it has knowledge Underwriter, and, if in the opinion of the Underwriter Authority or the Underwriter, such event requires an the preparation and publication of a supplement or amendment or supplement to the Official Statement, the Corporation will forthwith prepare and furnish to the Underwriter (at its own expense, the expense of the Corporation) (i) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will cause the City, at its own expense, to amend or supplement the Official Statement in a form and manner jointly approved by the City, the Corporation and the Underwriter so that it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein as so amended or supplemented will not be misleading therein, in the light or of the circumstances existing at such time under which they were made, not misleading; and the Corporation will promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. As used herein the term “End of the Underwriting Period” means the later of such time as (i) the Corporation delivers the Certificates to the Underwriter, or (ii) if such event takes place subsequent to the Closing, such certificates, instruments and other documents as the Underwriter does not retain an unsold balance may deem necessary to evidence the truth and accuracy of the Certificates for sale such supplement or amendment to the publicOfficial Statement. Unless For the Underwriter gives notice to purposes of this subsection, between the contrary, date hereof and the date which is 25 days after the End of the Underwriting Period shall be deemed to be for the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to Series 2017 Bonds, the Corporation at or prior will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; (j) On the Closing Date, each of the representations and certifications of the Corporation in the Financing Documents to be executed by it and in this Purchase Agreement will be true, accurate and complete; (k) Any certificate signed by an authorized officer of the Corporation delivered to the Underwriter shall specify be deemed a representation and warranty by the Corporation to the Underwriter as to the statements made therein; (l) Between the date (other than of this Purchase Agreement and the Closing Date) to be deemed , the “End Corporation will not, without the prior written consent of the Underwriting PeriodUnderwriter, offer or issue any bonds, notes or other obligations for borrowed money.”

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants to, covenants and agrees with, with the Underwriter thatas follows: (a) The Corporation is and will be on the Closing Date a nonprofit public benefit corporation duly of the State organized and validly existing under operating pursuant to the Constitution and laws of the State of California (the “State”) and has, and at the Closing Date, will have, with full legal right, power and authority (i) to conduct its business, to adopt the Corporation Resolution, to enter into, execute, deliver and perform its obligations under into this Purchase Contract, the Trust Agreement, the Lease Agreement, the Site Lease Agreement and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) Financing Documents to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement and as provided hereinbe executed by it, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents hereby and the Official Statement. To the best knowledge of the Corporation, each of the Corporation Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.thereby; (b) The Corporation has complied, and will at the Closing Date be in compliance, in all respects with the Corporation Documents. (c) The Board of Directors of the Corporation has, by all necessary action of the Corporation, including the adoption of a resolution has duly adopted by the Board of Directors of the Corporation on Resolution, 2012 (and the “Corporation Resolution”), has duly authorized and validly: (i) approved and authorized the execution and delivery of the Corporation Documents, the Certificates and the Official Statement and approved the distribution of the Preliminary Official Statementof, and (ii) authorized and approved the performance by the Corporation of the obligations on its obligations part contained in, the Financing Documents to be executed by it and the taking consummation by it of any and all action as may be necessary to carry out, give effect to and consummate the other transactions contemplated by, the Corporation Resolution and each of such documents. The Corporation Resolution was duly adopted at a meeting of the Corporation called contemplated by the Official Statement and held pursuant this Purchase Agreement; (c) This Purchase Agreement and the Financing Documents to law be executed by Corporation and the other documents contemplated hereby and by the Official Statement to which the Corporation is a party, when executed and delivered by the Corporation and assuming due execution and delivery by all other parties thereto, will constitute the valid and binding obligations of the Corporation enforceable in accordance with all public notice required by law their respective terms except as the enforceability may be subject to applicable limitations of bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or equitable principles affecting the enforcement of creditors’ rights. The enforcement of this Purchase Agreement and at which a quorum was present the Financing Documents are subject to the effect of the general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and acting throughoutfair dealing, and is the possible unavailability of specific performance or injunctive relief, regardless of whether considered in full force a proceeding in equity or at law, and effect to the exercise of judicial discretion in appropriate cases and has not been amended or repealed.to the limitations on legal remedies against public entities in the State; (d) Except as described in The execution and delivery by the Official Statement, to the best knowledge Corporation of the Financing Documents to be executed by it and this Purchase Agreement, and compliance with the provisions on the Corporation’s part contained herein and therein, will not, as of the Corporation is not in any date hereof or as of the Closing Date, conflict with or constitute a material respect in breach of or in material default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court State or federal law, administrative decree or orderregulation, or under any judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, contractbond, note resolution, agreement or other instrument, except as provided in the Financing Documents; (e) The Corporation is not in material breach of or in material default under any existing law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or is otherwise subject or boundsubject, and no event has occurred and is continuing which which, with the passage of time or the giving of notice, notice or both, would constitute a material default or event of default under any loan agreementsuch instrument and which would adversely affect the Financing Documents or the payment of Base Rental Payments; (f) There is no action, notesuit, resolutionproceeding, indentureinquiry or investigation at law or in equity or before or by any State or federal court, contractpublic board or body pending or, to the knowledge of the Corporation, threatened against the Corporation (i) to restrain or enjoin the issuance, sale or delivery of any of the Series 2018 Bonds or the payment of Base Rental Payments under the Facility Lease, or (ii) in any way contesting or affecting (a) the validity or enforceability of the Series 2018 Bonds, this Purchase Agreement, or the Financing Documents to which the Corporation is a party, (b) the existence or powers of the Corporation, (c) the transactions contemplated hereby or by the Official Statement or any agreement or other instrument to which the Corporation is a party or that is otherwise subject used or bound, and contemplated for use in the performance consummation of the transactions contemplated hereby or by the Official Statement, (d) the completeness or accuracy of the Official Statement, or (e) the tax-exempt status of the interest on the Series 2018 Bonds; (g) The Corporation of its obligations will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order to qualify the Series 2018 Bonds for offer and sale under the Corporation Resolution, the Certificates, the Corporation Documents Blue Sky or any other instruments contemplated by any securities laws and regulations of such documents, states and compliance with the provisions other jurisdictions of each thereof, will not conflict, in any material way, with or constitute a material breach of or default under any applicable law or administrative rule or regulation of the State, the United States of AmericaAmerica as the Underwriter may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2018 Bonds, and consents to and ratifies the use of the Official Statement by the Underwriter in obtaining such qualifications; provided, however, that in no event shall the Corporation be required to take any action which would subject it to general or unlimited service of process in any department, division, agency or instrumentality jurisdiction in which it is not now so subject; (h) As of either the date thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, in any manner which would materially information and adversely affect the performance by the Corporation of its obligations under the Corporation Resolution, the Certificates or the Corporation Documents. (e) Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Corporation of its obligations under each of the Corporation Documents and the Certificates have been obtained by the Corporation. (f) The information concerning the Corporation statements contained in the Preliminary Official Statement, as of its date and as of the date hereof, and in the Official Statement, as of its date and at all times after the date of the Official Statement up to and including the Closing Date, (excluding information relating to DTC and the Corporation, book-entry system as to which no representation is true, correct and complete in all material respects and does not, and on the Closing Date such information concerning the Corporation will not, made) did not contain any untrue statement of a material fact or omit to state any a material fact which is required to be stated therein or necessary to make such statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. (g) If after the date of this Purchase Contract and until twenty-five (25) days after the End of the Underwriting Period (as hereinafter defined), any event shall occur, of which the Corporation has notice, as a result of which it may be necessary to supplement the Official Statement to make the statements therein, in the light of the circumstances existing at under which they were made, not misleading, except for information permitted to be omitted therefrom by Rule 15c2-12; and the information and statements contained in the Official Statement as of its date (excluding information relating to DTC and the book-entry system as to which no representation is made) does not and will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) No consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any State or federal court or State or federal governmental agency or public body is required by the Corporation in connection with the issuance, delivery or sale of the Series 2018 Bonds or the consummation of the other transactions effected or contemplated herein or hereby, except for such timeactions as may be necessary to qualify the Series 2018 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States of America as the Underwriter may reasonably request, or which have not been taken or obtained; provided, however, that the Corporation shall not be required to subject itself to service of process in any jurisdiction in which it is not so subject as of the date hereof; (j) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Series 2018 Bonds, an event occurs which might or would cause the information contained in the Official Statement as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was made, not misleading, the Corporation shall immediately will notify the City Authority and the Underwriter of any such event of which it has knowledge Underwriter, and, if in the opinion of the Underwriter Authority or the Underwriter, such event requires an the preparation and publication of a supplement or amendment or supplement to the Official Statement, the Corporation will forthwith prepare and furnish to the Underwriter (at its own expense, the expense of the Corporation) (i) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will cause the City, at its own expense, to amend or supplement the Official Statement in a form and manner jointly approved by the City, the Corporation and the Underwriter so that it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein as so amended or supplemented will not be misleading therein, in the light or of the circumstances existing at such time under which they were made, not misleading; and the Corporation will promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. As used herein the term “End of the Underwriting Period” means the later of such time as (i) the Corporation delivers the Certificates to the Underwriter, or (ii) if such event takes place subsequent to the Closing, such certificates, instruments and other documents as the Underwriter does not retain an unsold balance may deem necessary to evidence the truth and accuracy of the Certificates for sale such supplement or amendment to the publicOfficial Statement. Unless For the Underwriter gives notice to purposes of this subsection, between the contrary, date hereof and the date which is 25 days after the End of the Underwriting Period shall be deemed to be for the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to Series 2018 Bonds, the Corporation at or prior will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; (k) On the Closing Date, each of the representations and certifications of the Corporation in the Financing Documents to be executed by it and in this Purchase Agreement will be true, accurate and complete; (l) Any certificate signed by an authorized officer of the Corporation delivered to the Underwriter shall specify be deemed a representation and warranty by the Corporation to the Underwriter as to the statements made therein; (m) Between the date (other than of this Purchase Agreement and the Closing Date) to be deemed , the “End Corporation will not, without the prior written consent of the Underwriting PeriodUnderwriter, offer or issue any bonds, notes or other obligations for borrowed money.”

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants to, covenants and agrees with, with the Underwriter Purchaser that: (aA) The Corporation is a nonprofit public benefit corporation duly organized and validly existing under and by virtue of the laws of the State of California (the “State”) and has), and at the Closing Date, will have, full legal has all requisite right, power and authority (i) to enter intoconduct its business, execute, deliver and perform its obligations under this Purchase Contractto adopt the resolution approving the Sublease, the Trust AgreementLease, the Lease AgreementAssignment Agreement and this Contract of Purchase (the “Corporation Resolution”), to execute and sell the Sublease and to execute this Contract of Purchase, the Site Lease and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) and to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement and as provided hereinperform its obligations under each such document or instrument, and (iii) to carry out, give effect to out and consummate effectuate the transactions contemplated by the Corporation Documents and the Official Statement. To the best knowledge of the Corporation, each of the Corporation Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (b) The Corporation has complied, and will at the Closing Date be in compliance, in all respects with the Corporation Documents. (cB) The Board of Directors of At or prior to the Corporation hasClosing, by all necessary action of the Corporation, including the adoption of a resolution adopted by the Board of Directors of the Corporation on , 2012 (the “Corporation Resolution”), duly and validly: (i) approved and authorized the execution and delivery of the Corporation DocumentsSublease, the Certificates Lease, the Assignment Agreement and this Contract of Purchase, the Official Statement and approved the distribution of the Preliminary Official Statement, and (ii) authorized and approved the performance adoption by the Corporation of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, the Corporation Resolution and each of such documents. The Corporation Resolution was duly adopted at a meeting of the Corporation called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (d) Except as described in the Official Statement, to the best knowledge of the Corporation, the Corporation is not in any material respect in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or boundResolution, and the performance by the Corporation of its the obligations under the Corporation Resolution, the Certificates, contained in the Corporation Documents or any have been duly authorized and such authorization will be in full force and effect at the time of the Closing; (ii) the Corporation Documents will be duly executed and delivered and will constitute the valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other instruments similar laws in effect for the protection of debtors and by application of general principles of equity; and (iv) the Corporation will be duly authorized to consummate all transactions contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict, in any material way, with or constitute a material breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Corporation of its obligations under the Corporation Resolution, the Certificates or the Corporation Documents. (eC) Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all All approvals, consents, authorizations, elections certifications and other orders of, or filings or registrations with, of any governmental authority, board, agency or commission having jurisdiction jurisdiction, and all filing with any such entities, which would constitute a condition conditions precedent to, or the absence of which would materially adversely affect, to the performance by the Corporation of its obligations hereunder and under each the other Corporation Documents or the consummation of the Corporation Documents and the Certificates transactions contemplated hereby have been obtained by the Corporationduly obtained. (fD) The information concerning Lease and the Corporation contained Sublease will be assigned, transferred or sold only in whole to (i) an affiliate of the Preliminary Official StatementPurchaser (each, a “Purchaser Affiliate”) or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”) or (ii) a QIB that is a commercial bank organized under the laws of its date the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date hereofof any transfer pursuant to this clause (D), and in of not less than $5,000,000,000 (each, transferee pursuant to this clause (D) referred to herein as a “Permitted Transferee”). (E) To the Official Statementbest knowledge of the Corporation, as of its date and the time of acceptance hereof, there is no action, suit, proceeding, inquiry or investigation, at all times after the date of the Official Statement up to and including the Closing Datelaw or in equity, relating to before any court or public body, pending or threatened against the Corporation, is true, correct and complete in all material respects and does not, and on the Closing Date such information concerning the Corporation will not, contain any untrue statement of a material fact or omit to state any material fact which is necessary to make such statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. (g) If after the date of this Purchase Contract and until twenty-five (25) days after the End of the Underwriting Period (as hereinafter defined), any event shall occur, of which the Corporation has notice, as a result of which it may be necessary to supplement the Official Statement to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Corporation shall immediately notify the City and the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter such event requires an amendment or supplement to the Official Statement, the Corporation will at its own expense, or will cause the City, at its own expense, to amend or supplement the Official Statement in a form and manner jointly approved by the City, the Corporation and the Underwriter so that the statements therein as so amended or supplemented will not be misleading in the light or the circumstances existing at such time and the Corporation will promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. As used herein the term “End of the Underwriting Period” means the later of such time as : (i) in any way affecting the existence of the Corporation delivers or in any way challenging the Certificates powers of the Corporation or the entitlement of the officials of the Corporation to the Underwriter, their respective offices; or (ii) seeking to restrain or enjoin the Underwriter does not retain an unsold balance sale of the Certificates for sale Sublease, or in any way contesting the validity of the Sublease, the Lease or the Contract of Purchase or the Assignment Agreement, or contesting the powers of the Corporation with respect to the public. Unless Sublease, the Underwriter gives notice Lease or the Contract of Purchase or the Assignment Agreement; or (iii) in which a final adverse decision could (a) materially adversely affect the consummation of the transactions contemplated by this Contract of Purchase, the Lease or the Sublease or the Assignment Agreement, (b) declare this Contract of Purchase, the Lease or the Sublease or the Assignment Agreement to be invalid or unenforceable in whole or in material part. (F) Any certificates signed by any official of the Corporation and delivered to the contrary, the End of the Underwriting Period Purchaser shall be deemed to be a representation and warranty by the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered Corporation to the Corporation at or prior Purchaser as to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End statements made therein but not of the Underwriting Periodperson signing the same.”