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

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants and agrees with the Purchaser that: (A) The Corporation is a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the “State”), and has all requisite right, power and authority to conduct its business, to adopt the resolution approving the Sublease, the Lease, the Assignment Agreement and this Contract of Purchase (the “Corporation Resolution”), to execute and sell the Sublease and to execute this Contract of Purchase, the Lease and the Assignment Agreement (collectively, the “Corporation Documents”), and to perform its obligations under each such document or instrument, and to carry out and effectuate the transactions contemplated by the Corporation Documents. (B) At or prior to the Closing, (i) the execution and delivery of the Sublease, the Lease, the Assignment Agreement and this Contract of Purchase, the adoption by the Corporation of the Corporation Resolution, and the performance by the Corporation of the obligations contained in the Corporation Documents 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 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 the Corporation Documents. (C) All approvals, consents, authorizations, certifications and other orders of any governmental authority, board, agency or commission having jurisdiction, and all filing with any such entities, which would constitute conditions precedent to the performance by the Corporation of its obligations hereunder and under the other Corporation Documents or the consummation of the transactions contemplated hereby have been duly obtained. (D) The Lease and the Sublease will be assigned, transferred or sold only in whole to (i) an affiliate of the Purchaser (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 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 of any transfer pursuant to this clause (D), 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 best knowledge of the Corporation, as of the time of acceptance hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or threatened against the Corporation: (i) in any way affecting the existence of the Corporation or in any way challenging the powers of the Corporation or the entitlement of the officials of the Corporation to their respective offices; or (ii) seeking to restrain or enjoin the sale of the 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 Sublease, the 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 Purchaser shall be deemed a representation and warranty by the Corporation to the Purchaser as to the statements made therein but not of the person signing the same.

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants and agrees with the Purchaser thatUnderwriter as follows: (Aa) The Corporation is and will be on the Closing Date a nonprofit public benefit corporation duly of the State organized and existing under operating pursuant to the Constitution and by virtue of the laws of the State of California (the “State”), and has all requisite right, with full power and authority to conduct its business, to adopt the resolution approving the SubleaseCorporation Resolution, the Lease, the Assignment to enter into this Purchase Agreement and this Contract of Purchase (the “Corporation Resolution”), Financing Documents to execute and sell the Sublease and to execute this Contract of Purchase, the Lease and the Assignment Agreement (collectively, the “Corporation Documents”)be executed by it, and to perform its obligations under each such document or instrument, and to carry out and effectuate consummate the transactions contemplated by hereby and thereby; (b) The Board of Directors of the Corporation Documents. (B) At or prior to has duly adopted the ClosingCorporation Resolution, (i) and the Corporation has duly authorized and approved the execution and delivery of the Sublease, the Lease, the Assignment Agreement and this Contract of Purchase, the adoption by the Corporation of the Corporation Resolutionof, and the performance by the Corporation of the obligations on its part contained in in, the Financing Documents to be executed by it and the consummation by it of all other transactions of the Corporation contemplated by the Official Statement and this Purchase Agreement; (c) This Purchase Agreement and the Financing Documents have been duly authorized to be executed by Corporation and such authorization will be in full force the other documents contemplated hereby and effect at by the time of the Closing; (ii) Official Statement to which the Corporation Documents will be duly 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 legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, terms except as the enforceability may be limited by 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 other similar laws in the Financing Documents are subject to the effect for of the protection of debtors and by application of general principles of equity; , including, without limitation, concepts of materiality, reasonableness, good faith and (iv) fair dealing, and the Corporation will be duly authorized possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to consummate all transactions contemplated by the Corporation Documents.exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State; (Cd) All approvals, consents, authorizations, certifications The execution and other orders of any governmental authority, board, agency or commission having jurisdiction, and all filing with any such entities, which would constitute conditions precedent to the performance delivery by the Corporation of its obligations hereunder the Financing Documents to be executed by it and under this Purchase Agreement, and compliance with the other Corporation Documents or provisions on the consummation of the transactions contemplated hereby have been duly obtained. (D) The Lease Corporation’s part contained herein and the Sublease therein, will be assignednot, transferred or sold only in whole to (i) an affiliate of the Purchaser (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 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 of any transfer pursuant to this clause (D), 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 best knowledge of the Corporation, hereof or as of the Closing Date, conflict with or constitute a material breach of or material default under any State or federal law, administrative regulation, 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, bond, 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, and no event has occurred and is continuing which, with the passage of time or the giving of acceptance hereofnotice or both, there would constitute a material default under any such instrument and which would adversely affect the Financing Documents or the payment of Base Rental Payments; (f) There is no action, suit, proceeding, inquiry or investigation, investigation at law or in equityequity or before or by any State or federal court, before any court public board or public bodybody pending or, pending or to the knowledge of the Corporation, threatened against the Corporation: Corporation (i) in any way affecting the existence of the Corporation or in any way challenging the powers of the Corporation or the entitlement of the officials of the Corporation to their respective offices; or (ii) seeking to restrain or enjoin the issuance, sale or delivery of any of the SubleaseSeries 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 SubleaseSeries 2017 Bonds, the Lease or the Contract of this Purchase or the Assignment Agreement, or contesting 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 instrument to which the Corporation with respect to the Sublease, the Lease is a party or the Contract of Purchase that is used or the Assignment Agreement; or (iii) contemplated for use in which a final adverse decision could (a) materially adversely affect the consummation of the transactions contemplated hereby or by this Contract the Official Statement, (d) the completeness or accuracy of Purchasethe Official Statement, or (e) the tax-exempt status of the interest on the Series 2017 Bonds; (g) The Corporation 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 blue sky or other securities laws and regulations of such states and other jurisdictions of the United States of America 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 jurisdiction in which it is not now so subject; (h) As of the date thereof, the Lease information and statements contained in the Preliminary Official Statement relating to the Corporation (excluding information relating to DTC and the book-entry system as to which no representation is made) did not 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, 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 information therein, in the light of the circumstances under which it was made, not misleading, the Corporation will notify the Authority and the Underwriter, and, if in the opinion of the Authority or the Sublease Underwriter, such event requires the preparation and publication of a supplement or amendment to the Assignment Agreement, (b) declare this Contract of PurchaseOfficial Statement, the Lease Corporation will forthwith prepare and furnish to the Underwriter (at the expense of the Corporation) (i) a reasonable number of copies of an amendment of or supplement to the Sublease Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Assignment Agreement Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact required to be invalid stated therein or unenforceable necessary in whole order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) if such event takes place subsequent to the Closing, such certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or in material part.amendment to the Official Statement. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Series 2017 Bonds, the Corporation will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; (Fj) Any certificates signed by any official 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 Purchaser Underwriter shall be deemed a representation and warranty by the Corporation to the Purchaser Underwriter as to the statements made therein but not therein; (l) Between the date of this Purchase Agreement and the Closing Date, the Corporation will not, without the prior written consent of the person signing the sameUnderwriter, 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 Purchaser Underwriter 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 has all requisite at the Closing Date, will have, full legal right, power and authority (i) to conduct enter into, execute, deliver and perform its business, to adopt the resolution approving the Subleaseobligations under this Purchase Contract, the LeaseTrust Agreement, the Assignment Agreement and this Contract of Purchase (the “Corporation Resolution”), to execute and sell the Sublease and to execute this Contract of PurchaseLease Agreement, the Site Lease and the Assignment Agreement (collectively, the “Corporation Documents”), (ii) to execute and deliver the Certificates to perform its obligations under each such document or instrumentthe Underwriter pursuant to the Trust Agreement and as provided herein, and (iii) to carry out out, give effect to and effectuate 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. (Bc) At or prior to The Board of Directors of the ClosingCorporation 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 SubleaseCorporation Documents, the LeaseCertificates and the Official Statement and approved the distribution of the Preliminary Official Statement, and (ii) authorized and approved the Assignment Agreement and this Contract of Purchase, the adoption 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 ResolutionResolution 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 obligations contained in Corporation Resolution, the Certificates, the Corporation Documents have been duly authorized or any other instruments contemplated by any of such documents, and such authorization compliance with the provisions of each thereof, will be not conflict, in full force and effect at the time any material way, with or constitute a material breach of or default under any applicable law or administrative rule or regulation of the Closing; (ii) 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 Documents will be duly executed is a party or is otherwise subject or bound, in any manner which would materially and delivered and will constitute adversely affect the valid and legally binding obligations of performance by the Corporation enforceable against of its obligations under the Corporation in accordance with their respective termsResolution, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other 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 Certificates or the Corporation Documents. (Ce) All Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, certifications elections and other orders of of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction, and all filing with any such entities, jurisdiction which would constitute conditions a condition precedent to to, or the absence of which would materially adversely affect, the performance by the Corporation of its obligations hereunder and under each of the other Corporation Documents or and the consummation of the transactions contemplated hereby Certificates have been duly obtainedobtained by the Corporation. (Df) The Lease 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 Sublease 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 assigned, transferred misleading in the light or sold only in whole 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) an affiliate of the Purchaser (eachCorporation delivers the Certificates to the Underwriter, a “Purchaser Affiliate”) or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser AffiliateUnderwriter does not retain an unsold balance of the Certificates for sale to the public. Unless the Underwriter gives notice to the contrary, 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 End of the United States, or any state thereof, or any other country which is a member of Underwriting Period shall be deemed to be 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 of any transfer Closing Date. Any notice delivered pursuant to this clause (D), 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 best knowledge of the Corporation, as of the time of acceptance hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or threatened against the Corporation: (i) in any way affecting the existence of the Corporation or in any way challenging the powers of the Corporation or the entitlement of the officials of the Corporation to their respective offices; or (ii) seeking to restrain or enjoin the sale of the 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 Sublease, the 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 provision shall be invalid or unenforceable in whole or in material part. (F) Any certificates signed by any official of the Corporation and written notice delivered to the Purchaser Corporation at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed a representation and warranty by the Corporation to the Purchaser as to the statements made therein but not “End of the person signing the sameUnderwriting Period.”

Representations, Warranties and Agreements of the Corporation. The Corporation hereby represents, warrants and agrees with the Purchaser thatUnderwriter as follows: (Aa) The Corporation is and will be on the Closing Date a nonprofit public benefit corporation duly of the State organized and existing under operating pursuant to the Constitution and by virtue of the laws of the State of California (the “State”), and has all requisite right, with full power and authority to conduct its business, to adopt the resolution approving the SubleaseCorporation Resolution, the Lease, the Assignment to enter into this Purchase Agreement and this Contract of Purchase (the “Corporation Resolution”), Financing Documents to execute and sell the Sublease and to execute this Contract of Purchase, the Lease and the Assignment Agreement (collectively, the “Corporation Documents”)be executed by it, and to perform its obligations under each such document or instrument, and to carry out and effectuate consummate the transactions contemplated by hereby and thereby; (b) The Board of Directors of the Corporation Documents. (B) At or prior to has duly adopted the ClosingCorporation Resolution, (i) and the Corporation has duly authorized and approved the execution and delivery of the Sublease, the Lease, the Assignment Agreement and this Contract of Purchase, the adoption by the Corporation of the Corporation Resolutionof, and the performance by the Corporation of the obligations on its part contained in in, the Financing Documents to be executed by it and the consummation by it of all other transactions of the Corporation contemplated by the Official Statement and this Purchase Agreement; (c) This Purchase Agreement and the Financing Documents have been duly authorized to be executed by Corporation and such authorization will be in full force the other documents contemplated hereby and effect at by the time of the Closing; (ii) Official Statement to which the Corporation Documents will be duly 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 legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, terms except as the enforceability may be limited by 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 other similar laws in the Financing Documents are subject to the effect for of the protection of debtors and by application of general principles of equity; , including, without limitation, concepts of materiality, reasonableness, good faith and (iv) fair dealing, and the Corporation will be duly authorized possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to consummate all transactions contemplated by the Corporation Documents.exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State; (Cd) All approvals, consents, authorizations, certifications The execution and other orders of any governmental authority, board, agency or commission having jurisdiction, and all filing with any such entities, which would constitute conditions precedent to the performance delivery by the Corporation of its obligations hereunder the Financing Documents to be executed by it and under this Purchase Agreement, and compliance with the other Corporation Documents or provisions on the consummation of the transactions contemplated hereby have been duly obtained. (D) The Lease Corporation’s part contained herein and the Sublease therein, will be assignednot, transferred or sold only in whole to (i) an affiliate of the Purchaser (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 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 of any transfer pursuant to this clause (D), 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 best knowledge of the Corporation, hereof or as of the Closing Date, conflict with or constitute a material breach of or material default under any State or federal law, administrative regulation, 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, bond, 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, and no event has occurred and is continuing which, with the passage of time or the giving of acceptance hereofnotice or both, there would constitute a material default under any such instrument and which would adversely affect the Financing Documents or the payment of Base Rental Payments; (f) There is no action, suit, proceeding, inquiry or investigation, investigation at law or in equityequity or before or by any State or federal court, before any court public board or public bodybody pending or, pending or to the knowledge of the Corporation, threatened against the Corporation: Corporation (i) in any way affecting the existence of the Corporation or in any way challenging the powers of the Corporation or the entitlement of the officials of the Corporation to their respective offices; or (ii) seeking to restrain or enjoin the issuance, sale or delivery of any of the SubleaseSeries 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 SubleaseSeries 2018 Bonds, the Lease or the Contract of this Purchase or the Assignment Agreement, or contesting 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 instrument to which the Corporation with respect to the Sublease, the Lease is a party or the Contract of Purchase that is used or the Assignment Agreement; or (iii) contemplated for use in which a final adverse decision could (a) materially adversely affect the consummation of the transactions contemplated hereby or by this Contract the Official Statement, (d) the completeness or accuracy of Purchasethe Official Statement, or (e) the tax-exempt status of the interest on the Series 2018 Bonds; (g) The Corporation 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 Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America 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 jurisdiction in which it is not now so subject; (h) As of the date thereof, the Lease information and statements contained in the Preliminary Official Statement (excluding information relating to DTC and the book-entry system as to which no representation is made) did not 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, 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 Sublease consummation of the other transactions effected or contemplated herein or hereby, except for such actions 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 will notify the Authority and the Underwriter, and, if in the opinion of the Authority or the Assignment AgreementUnderwriter, (b) declare this Contract such event requires the preparation and publication of Purchasea supplement or amendment to the Official Statement, the Lease Corporation will forthwith prepare and furnish to the Underwriter (at the expense of the Corporation) (i) a reasonable number of copies of an amendment of or supplement to the Sublease Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Assignment Agreement Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact required to be invalid stated therein or unenforceable necessary in whole order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) if such event takes place subsequent to the Closing, such certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or in material part.amendment to the Official Statement. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Series 2018 Bonds, the Corporation will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; (Fk) Any certificates signed by any official 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 Purchaser Underwriter shall be deemed a representation and warranty by the Corporation to the Purchaser Underwriter as to the statements made therein but not therein; (m) Between the date of this Purchase Agreement and the Closing Date, the Corporation will not, without the prior written consent of the person signing the sameUnderwriter, offer or issue any bonds, notes or other obligations for borrowed money.