Common use of Representations, Warranties and Covenants of the Issuer Clause in Contracts

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants and agrees with each Purchaser that, as of the Closing Date: (a) The Issuer is a statutory trust duly formed, organized and existing under the laws of the state of Delaware and has the full legal right, power and authority to (i) adopt the resolutions authorizing the issuance of the Bonds, (ii) enter into the Transaction Documents (defined below) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a party. (b) All necessary official action has been taken by the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (c) Assuming that the representations, warranties and covenants of each Purchaser contained in this Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto), dated as of September 29, 2015 (the “Final PPM”), and the applicable Transaction Documents (as defined below), no registration of the Bonds under the Securities Act is required for the offer, sale and delivery of the Bonds at the time and in the manner contemplated by this Agreement and the Indenture. (d) All of the representations and warranties made by the Issuer in the Transaction Documents to which Issuer is a party are true and correct in all material respects as of the Closing Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrantswarrants and covenants, covenants for the benefit of the Lender and agrees with each Purchaser thatthe Borrower, as of the Closing Datefollows: (a) The Issuer is a statutory trust joint exercise of powers agency duly formed, organized and existing under the laws of the state of Delaware State, and has the full legal right, power and authority is duly authorized to (i) adopt the resolutions authorizing the issuance of the Bonds, (ii) enter into the Transaction Issuer Documents (defined below) to which it is a party and to carry out perform its obligations under the terms thereofIssuer Documents. By proper action, (iii) issuethe Issuer has duly authorized the execution, sell delivery and deliver performance of its obligations under the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a partyIssuer Documents. (b) All necessary official action has The Issuer represents, covenants and warrants that all requirements have been taken by met and procedures have occurred such that the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation obligations of the Issuer enforceable in accordance with its terms, subject, their respective terms except as to enforcement, to applicable enforcement may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors creditors’ rights generally, by equitable principles, by the exercise of judicial discretion in generalappropriate cases and by the limitation on legal remedies against agencies of the State. The Issuer has taken all necessary action and has complied with all applicable provisions of the Act, including but not limited to the making of any findings required by the Act, required to make the Issuer Documents the valid and except as such enforceability may be limited by general principles binding obligations of equity (whether considered in a suit at law or in equity)the Issuer. (c) Assuming that Pursuant to this Loan Agreement and the representationsAssignment Agreement, warranties the Issuer has assigned to the Lender all of the Issuer’s rights (except Reserved Issuer Rights) in the Project, this Loan Agreement, the Payments and covenants of each Purchaser contained in this Agreement are true and correct in any all material respects and have been and will be complied with in all material respects and that other Loan Documents except the Bonds are offered and sold in accordance with the final Private Placement Memorandum (Tax Regulatory Agreement, including the Appendices thereto), dated as assignment of September 29, 2015 all rights in any security interest granted to the Issuer by the Borrower thereunder. (the “Final PPM”), and the applicable Transaction Documents (as defined below), no registration of the Bonds under the Securities Act is required for the offer, sale d) The execution and delivery of the Bonds Loan Agreement and compliance with the provisions of the Loan Agreement under the circumstances contemplated thereby will not in any respect conflict with, or constitute on the part of the Issuer a material breach or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regulation, court order or consent decree to which the Issuer is subject in a manner that is reasonably likely to have a material adverse effect on the Issuer’s ability to issue or deliver the Issuer Loans, or its ability to execute, deliver or comply with the Issuer Documents and the transactions contemplated thereby. (e) To the current actual knowledge of the officers of the Issuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly completed as to the Issuer and, to the current actual knowledge of the Issuer’s officers, there is no action, suit or proceeding before any court threatened against the Issuer or any proceeding, inquiry or investigation threatened by or pending before any public body against the Issuer, challenging the Issuer’s authority to enter into the Issuer Documents or any other action wherein an unfavorable ruling or finding would have a Materially Adverse Effect the enforceability of the Issuer Documents, or the exclusion of the interest from gross income for federal tax purposes under the Code, or would have a Material Adverse Effect on the Issuer’s ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreement. (f) The Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 8038 (or other information reporting statement) at the time and in the manner form required by the Code. (g) To the best knowledge of the Issuer’s officers, no officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the IndentureLoan Agreement. (d) All of the representations and warranties made by the Issuer in the Transaction Documents to which Issuer is a party are true and correct in all material respects as of the Closing Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrantswarrants and covenants, covenants for the benefit of the Lender and agrees with each Purchaser thatthe Borrower, as of the Closing Datefollows: (a) The Issuer is a statutory trust joint exercise of powers agency duly formed, organized and existing under the laws of the state of Delaware State, and has the full legal right, power and authority is duly authorized to (i) adopt the resolutions authorizing the issuance of the Bonds, (ii) enter into the Transaction Issuer Documents (defined below) to which it is a party and to carry out perform its obligations under the terms thereofIssuer Documents. By proper action, (iii) issuethe Issuer has duly authorized the execution, sell delivery and deliver performance of its obligations under the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a partyIssuer Documents. (b) All necessary official action has The Issuer represents, covenants and warrants that all requirements have been taken by met and procedures have occurred such that the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation obligations of the Issuer enforceable in accordance with its terms, subject, their respective terms except as to enforcement, to applicable enforcement may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors creditors’ rights generally, by equitable principles, by the exercise of judicial discretion in generalappropriate cases and by the limitation on legal remedies against agencies of the State. The Issuer has taken all necessary action and has complied with all applicable provisions of the Act, including but not limited to the making of any findings required by the Act, required to make the Issuer Documents the valid and except as such enforceability may be limited by general principles binding obligations of equity (whether considered in a suit at law or in equity)the Issuer. (c) Assuming that Pursuant to this Loan Agreement and the representationsAssignment Agreement, warranties the Issuer has assigned to the Lender all of the Issuer’s rights (except Reserved Issuer Rights) in the Project, this Loan Agreement, the Payments and covenants of each Purchaser contained in this Agreement are true and correct in any all material respects and have been and will be complied with in all material respects and that other Loan Documents except the Bonds are offered and sold in accordance with the final Private Placement Memorandum (Tax Regulatory Agreement, including the Appendices thereto), dated as assignment of September 29, 2015 all rights in any security interest granted to the Issuer by the Borrower thereunder. (the “Final PPM”), and the applicable Transaction Documents (as defined below), no registration of the Bonds under the Securities Act is required for the offer, sale d) The execution and delivery of the Bonds Loan Agreement and compliance with the provisions of the Loan Agreement under the circumstances contemplated thereby will not in any respect conflict with, or constitute on the part of the Issuer a material breach or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regulation, court order or consent decree to which the Issuer is subject in a manner that is reasonably likely to have a Material Adverse Effect on the Issuer’s ability to issue or deliver the Issuer Loan Obligations, or its ability to execute, deliver or comply with the Issuer Documents and the transactions contemplated thereby. (e) To the current actual knowledge of the officers of the Issuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly completed as to the Issuer and, to the current actual knowledge of the Issuer’s officers, there is no action, suit or proceeding before any court threatened against the Issuer or any proceeding, inquiry or investigation threatened by or pending before any public body against the Issuer, challenging the Issuer’s authority to enter into the Issuer Documents or any other action wherein an unfavorable ruling or finding would have a Materially Adverse Effect the enforceability of the Issuer Documents, or the exclusion of the interest from gross income for federal tax purposes under the Code, or would have a Material Adverse Effect on the Issuer’s ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreement. (f) The Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 8038 (or other information reporting statement) at the time and in the manner form required by the Code. (g) To the best knowledge of the Issuer’s officers, no officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the IndentureLoan Agreement. (d) All of the representations and warranties made by the Issuer in the Transaction Documents to which Issuer is a party are true and correct in all material respects as of the Closing Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants and agrees with each the Purchaser that, as of the Closing Upsize Date: (a) The Issuer is a statutory trust company duly formed, organized validly existing and existing in good standing under the laws of the state State of Delaware and has in each jurisdiction where the full legal rightconduct of its business requires such license, power and authority qualification or good standing, except where the failure to (i) adopt be so licensed or qualified or in good standing would not have a material adverse effect on the resolutions authorizing ownership or use of its assets, the issuance validity or enforceability of the Bonds, (ii) enter into the Transaction Operative Documents (as defined belowherein) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a party. (b) All necessary official action has been taken by the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, or the ability of the Issuer to perform its obligations hereunder or thereunder. (b) The Issuer has the power and authority to execute and deliver the related authorizing resolutions and such authorizations and approvals are Operative Documents, as well as to carry out the terms thereof in full force and effect and have not been amended, modified or rescinded. all material respects. (c) The Bonds Subordinated Notes have been duly authorized by the Issuer and, when the Bonds Subordinated Notes are authenticated, delivered and paid for pursuant to this Agreement, such Bonds Subordinated Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Operative Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (cd) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Operative Documents will not contravene any provision of applicable law or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations under the Operative Documents, except such as may be required under state securities or blue sky laws in any jurisdiction in connection with the purchase and resale of the Subordinated Notes by the Purchaser and such other approvals as have been obtained and are in full force and effect. (e) Assuming that the representations, warranties and covenants of each the Purchaser contained in this Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds Subordinated Notes are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto)supplemental offering circular, dated as December 4, 2014, relating to the offering of September 29, 2015 the Subordinated Notes (the “Final PPMOffering Circular”), and the applicable Transaction Documents (as defined below), no registration of the Bonds Subordinated Notes under the Securities Act is required for the offer, sale and delivery of the Bonds at the time and Subordinated Notes in the manner contemplated by this Agreement and the Indenture. (df) All of the representations and warranties made by the Issuer in pursuant to the Transaction Documents to which Issuer is a party Indenture are true and correct in all material respects as of the Closing Upsize Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants and agrees with each the Purchaser that, as of the Closing Date: (a) The Issuer is a statutory trust company duly formed, organized validly existing and existing in good standing under the laws of the state State of Delaware and has in each jurisdiction where the full legal rightconduct of its business requires such license, power and authority qualification or good standing, except where the failure to (i) adopt be so licensed or qualified or in good standing would not have a material adverse effect on the resolutions authorizing ownership or use of its assets, the issuance validity or enforceability of the Bonds, (ii) enter into the Transaction Operative Documents (as defined belowherein) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a party. (b) All necessary official action has been taken by the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, or the ability of the Issuer to perform its obligations hereunder or thereunder. (b) The Issuer has the power and authority to execute and deliver the related authorizing resolutions and such authorizations and approvals are Operative Documents, as well as to carry out the terms thereof in full force and effect and have not been amended, modified or rescinded. all material respects. (c) The Bonds Subordinated Notes have been duly authorized by the Issuer and, when the Bonds Subordinated Notes are authenticated, delivered and paid for pursuant to this Agreement, such Bonds Subordinated Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Operative Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (cd) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Operative Documents will not contravene any provision of applicable law or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations under the Operative Documents, except such as may be required under state securities or blue sky laws in any jurisdiction in connection with the purchase and resale of the Subordinated Notes by the Purchaser and such other approvals as have been obtained and are in full force and effect. (e) Assuming that the representations, warranties and covenants of each the Purchaser contained in this Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds Subordinated Notes are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto)second supplemental offering circular, dated as May 20, 2013, relating to the offering of September 29, 2015 the Subordinated Notes (the “Final PPMOffering Circular”), and the applicable Transaction Documents (as defined below), no registration of the Bonds Subordinated Notes under the Securities Act is required for the offer, sale and delivery of the Bonds at the time and Subordinated Notes in the manner contemplated by this Agreement and the Indenture. (df) All of the representations and warranties made by the Issuer in pursuant to the Transaction Documents to which Issuer is a party Indenture are true and correct in all material respects as of the Closing Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants and agrees with each the Purchaser that, as of the Closing Date: (a) The Issuer is a statutory trust company duly formed, organized validly existing and existing in good standing under the laws of the state State of Delaware and has in each jurisdiction where the full legal rightconduct of its business requires such license, power and authority qualification or good standing, except where the failure to (i) adopt be so licensed or qualified or in good standing would not have a material adverse effect on the resolutions authorizing ownership or use of its assets, the issuance validity or enforceability of the Bonds, (ii) enter into the Transaction Operative Documents (as defined belowherein) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a party. (b) All necessary official action has been taken by the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, or the ability of the Issuer to perform its obligations hereunder or thereunder. (b) The Issuer has the power and authority to execute and deliver the related authorizing resolutions and such authorizations and approvals are Operative Documents, as well as to carry out the terms thereof in full force and effect and have not been amended, modified or rescinded. all material respects. (c) The Bonds Subordinated Notes have been duly authorized by the Issuer and, when the Bonds Subordinated Notes are authenticated, delivered and paid for pursuant to this Agreement, such Bonds Subordinated Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Operative Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (cd) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Operative Documents will not contravene any provision of applicable law or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations under the Operative Documents, except such as may be required under state securities or blue sky laws in any jurisdiction in connection with the purchase and resale of the Subordinated Notes by the Purchaser and such other approvals as have been obtained and are in full force and effect. (e) Assuming that the representations, warranties and covenants of each the Purchaser contained in this Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds Subordinated Notes are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto)supplemental offering circular, dated as January 2, 2013, relating to the offering of September 29, 2015 the Subordinated Notes (the “Final PPMOffering Circular”), and the applicable Transaction Documents (as defined below), no registration of the Bonds Subordinated Notes under the Securities Act is required for the offer, sale and delivery of the Bonds at the time and Subordinated Notes in the manner contemplated by this Agreement and the Indenture. (df) All of the representations and warranties made by the Issuer in pursuant to the Transaction Documents to which Issuer is a party Indenture are true and correct in all material respects as of the Closing Date.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, represents and warrants to and covenants with the Underwriter and agrees with each Purchaser the Company that, as of the Closing Date: (a) The Issuer is a statutory trust public ____________ duly formed, organized created and existing under the laws of the state State of Delaware and has the full legal right, power and authority to (i) adopt the resolutions authorizing the issuance of the Bonds, (ii) enter into the Transaction Documents (defined below) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a partyAlabama. (b) All The Issuer has duly adopted a resolution on _____________________ (the “Bond Resolution”), duly authorizing the execution and delivery of the Lease Agreement, the Indenture, the Tax Agreement, the Remarketing Agreement, the DTC Agreement and this Bond Purchase Agreement, the issuance and sale of the Bonds and all actions necessary official or appropriate to carry out the same. The Lease Agreement, the Indenture, the Tax Agreement, the Remarketing Agreement, the DTC Agreement and the Bonds are collectively referred to as the “Issuer Documents.” (c) The Issuer has full power and authority to issue and sell the Bonds as provided in the Lease Agreement, the Indenture and the Official Statement and to enter into the Issuer Documents and this Bond Purchase Agreement. (d) Each meeting of the governing body of the Issuer at which action was taken or considered in connection with the Issuer Documents, including the meeting at which the Bond Resolution was adopted, was a duly noticed and held meeting, open to the public at all times. (e) This Bond Purchase Agreement has been taken duly authorized, executed and delivered by the Issuer with respect toand, and assuming the Issuer has duly authorized and approved the adoption or due authorization, execution and delivery by the Issuer ofother parties hereto, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is constitutes a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations obligation of the Issuer entitled to the benefits provided by the IndentureIssuer, and enforceable in accordance with its terms and conditions therein, subject, as to enforcement, (subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors creditors’ rights in generalgenerally and to the availability of equitable remedies). (f) The Issuer Documents, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When when executed and delivered by the Issuer, each and assuming the due authorization, execution and delivery by the other parties thereto, will constitute valid and binding obligations of the Transaction Documents Issuer, enforceable in accordance with their respective terms (subject to which it is a party applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to the availability of equitable remedies). (g) When delivered to and paid for by the Underwriter in accordance with the terms of this Bond Purchase Agreement and duly authenticated by the Trustee, the Bonds will have been duly authorized, executed, issued and delivered, and will constitute the legal, valid and binding obligation limited obligations of the Issuer Issuer, enforceable in accordance with its terms, subject, as to enforcement, their terms (subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors creditors’ rights in general, generally and except as such enforceability may be limited by general principles to the availability of equity (whether considered in a suit at law or in equity). (c) Assuming that the representations, warranties and covenants of each Purchaser contained in this Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto), dated as of September 29, 2015 (the “Final PPM”equitable remedies), and the applicable Transaction Documents (as defined below), no registration Bonds will be entitled to the benefits of the Bonds under the Securities Act is required for the offer, sale and delivery of the Bonds at the time and in the manner contemplated by this Agreement and the Indenture. (dh) All The information with respect to the Issuer contained under the heading “The Issuer” in the Official Statement does not at the date hereof, and will not as of the representations Closing, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. (i) There is no action, suit, proceeding or investigation at law or in equity before or by any court, either state or federal, r public board or body, pending or threatened, calling into question the existence or operations (except as may be disclosed in the Official Statement) of the Issuer, the validity of the Issuer Documents or this Bond Purchase Agreement or the authority of the Issuer to enter into the Issuer Documents or to issue the Bonds. (j) The authorization, execution and warranties made delivery by the Issuer of the Issuer Documents and this Bond Purchase Agreement will not violate any existing decree, writ or injunction and will not contravene the provisions of, constitute a default under, or result in the Transaction Documents creation of a lien, charge or encumbrance prohibited by, any existing agreement, indenture, bond resolution or other instrument to which the Issuer is a party or by which the Issuer or any of its assets are true bound. (k) The Issuer is not in default, and correct at no time has been in all material respects default, in the payment of principal of, premium, if any, or interest on, or otherwise in default with respect to, any bonds, notes or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest. (l) The Issuer will cooperate with the Company in preparing and making available to the Underwriter any amendments or supplements to the Official Statement pursuant to Section 3(j) hereof at the Company’s expense. (m) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offering and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the Closing DateUnited States as the Underwriter may request; provided, that in no event shall the Issuer be obligated to consent to service of process in any jurisdiction other than the State of Alabama. Any certificate signed by any official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to statements made therein.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, represents and warrants to and covenants and agrees with each Purchaser the Underwriter that, as of the Closing Date: (ai) The Issuer is a statutory trust duly formed, organized nonprofit corporation designated as a political subdivision under the Constitution and existing under the laws of the state State of Delaware and Arizona. (ii) The Issuer has the full legal right, power and authority to (i) adopt issue and sell the resolutions authorizing Bonds as provided in the issuance of Loan Agreement, the Bonds, (ii) Indenture and the Official Statement and to enter into the Transaction Documents Loan Agreement, the Indenture, the Tax Agreement and this Bond Purchase Agreement. (defined belowiii) to which it is The Issuer has adopted a party Resolution on July 18, 2006 (the "Bond Resolution"), authorizing the execution and delivery of the Loan Agreement, the Indenture, the Tax Agreement and this Bond Purchase Agreement, the issuance and sale of the Bonds and all actions necessary or appropriate to carry out the terms thereofsame. The Loan Agreement, (iii) issue, sell the Indenture and deliver the Bonds Tax Agreement are collectively referred to Purchasers as provided herein and the "Issuer Documents." (iv) carry out Each meeting of the Issuer at which action was taken or considered in connection with the Project, the Issuer Documents, this Bond Purchase Agreement and consummate the transactions as Bonds, including the meeting at which the Bond Resolution was adopted, was a duly noticed and held meeting of the Issuer open to the Bonds on its part contemplated by the Transaction Documents to which it is a partypublic at all times. (bv) All necessary official action This Bond Purchase Agreement has been taken authorized, executed and delivered by the Issuer Issuer. (vi) The information with respect toto the Issuer contained under the heading "THE ISSUER" in the Official Statement does not at the date hereof, and will not as of the Closing, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. (vii) To the best knowledge of the undersigned officer of the Issuer, there is no action, suit, proceeding or investigation at law or in equity before or by any court, either state or federal, or public board or body, pending or threatened, calling into question the existence or operations of the Issuer, the validity of the Issuer has duly authorized and approved Documents or this Bond Purchase Agreement or the adoption authority of the Issuer to enter into the Issuer Documents or to issue the Bonds. (viii) The authorization, execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, Documents and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (c) Assuming that the representations, warranties and covenants of each Purchaser contained in this Bond Purchase Agreement are true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto), dated as of September 29, 2015 (the “Final PPM”), and the applicable Transaction Documents (as defined below), no registration issuance of the Bonds under will not violate any existing decree, writ or injunction and will not contravene the Securities Act is required for the offerprovisions of, sale and delivery of the Bonds at the time and constitute a default under, or result in the manner contemplated by this Agreement and the Indenture. (d) All creation of the representations and warranties made by the Issuer in the Transaction Documents a lien, charge or encumbrance prohibited by, any existing agreement, indenture, bond resolution or other instrument to which the Issuer is a party or by which the Issuer or any of its assets are true bound. (ix) The Issuer will cooperate with the Company in preparing and correct making available to the Underwriter any amendments or supplements to the Official Statement pursuant to Section 3(x) hereof at the Company's expense. (x) The Issuer will furnish such information, execute such instruments and take such other action in all material respects cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offering and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the Closing DateUnited States as the Underwriter may request; provided, that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction or consent to service of process in any jurisdiction other than the State of Arizona. Any certificate signed by any official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to statements made therein.

Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants represents and agrees with each Purchaser warrants to the Underwriters that, as of the Closing Date: (a) The Issuer is a statutory trust unified school district, duly formed, organized and validly existing under and by virtue of the Constitution and laws of the state State of Delaware California (the “State”), and has the full legal right, power and authority to (i) adopt enter into this Purchase Agreement, the resolutions authorizing Resolution and the issuance of the Bonds, Continuing Disclosure Certificate (ii) enter into cause the Transaction Documents (defined below) issuance, execution, authentication, sale and delivery of the Notes to which it is a party the Underwriters, and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the perform all other transactions as to the Bonds on its part contemplated by this Purchase Agreement, the Transaction Documents to which it is a partyResolution and the Official Statement, including the execution of the Continuing Disclosure Certificate. (b) All necessary By official action has been taken by of the Issuer with respect toduly taken prior to the execution and delivery of this Purchase Agreement, and the Issuer has duly authorized and approved (i) the adoption or of the Resolution, the execution and delivery of the Notes, this Purchase Agreement and the Continuing Disclosure Certificate, and the performance of its obligations under the Resolution and such documents, (ii) the distribution of the Preliminary Official Statement and the Official Statement in connection with the sale of the Notes, and (iii) the taking of all action required by the Issuer to carry out the transactions contemplated by the Notes, this Purchase Agreement, the Continuing Disclosure Certificate and the Resolution. (c) This Purchase Agreement, assuming due execution and delivery by the Issuer ofother parties hereto, the Continuing Disclosure Certificate, the Resolution and the performance by the Issuer of its obligations underNotes, the Transaction Documents to which it is a partyupon their issuance, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation obligations of the Issuer enforceable against the Issuer in accordance with its terms, their respective terms (subject, as to enforcementenforcement of remedies, to applicable bankruptcy, insolvency, reorganization, insolvency and similar laws, judicial discretion, the application of equitable principles if equitable remedies are sought, to moratorium laws from time to time in effect and to limitations and remedies applicable to school districts in the State). (d) As of the Closing Date, the Resolution shall have been duly adopted by the Board of Education of the Issuer, and shall not have been amended, supplemented or modified and shall remain in full force and effect. (e) The Issuer has complied with all provisions of the laws of the State in connection with the transactions contemplated by this Purchase Agreement, the Continuing Disclosure Certificate, the Resolution and the Official Statement, and the execution and delivery by the Issuer of this Purchase Agreement, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a violation by the Issuer of or default by the Issuer under, the Constitution of the State or any existing State law, regulation, decree or order applicable to the Issuer or any resolution of the Issuer and will not violate any law, rule, regulation, court decree or order applicable to the Issuer and will not conflict in any material respect with, or constitute a material breach of or default under, any resolution, charter, agreement, instrument or commitment applicable to or binding upon the Issuer. (f) Except as may be required under Blue Sky or other similar securities laws now of any state or hereafter the federal government, for final filings with or notices to the California Debt and Investment Advisory Commission and for filings to be made with the Internal Revenue Service on Form 8038-G, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory entity having jurisdiction over the Issuer required for the execution and delivery of this Purchase Agreement or the consummation by the Issuer of the transactions contemplated herein or in effect affecting the enforcement of creditors rights in generalResolution, and except as such enforceability may be limited by general principles of equity (whether considered which has not been duly obtained or made on or prior to the date hereof. The Issuer agrees to file in a suit timely manner all filings in connection with the Notes required by the California Debt and Investment Advisory Commission and the Internal Revenue Service. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity)equity before or by any court or governmental or public entity pending with respect to which the Issuer has been served with process or, to the best knowledge of the person signing this Purchase Agreement on behalf of the Issuer, threatened against the Issuer that (i) affects or seeks to prohibit, restrain or enjoin the execution or delivery of the Notes or the use of the Preliminary Official Statement or the Official Statement or the execution or delivery by the Issuer of this Purchase Agreement or the adoption of the Resolution, (ii) affects or questions the validity or enforceability of the Notes, this Purchase Agreement or the Resolution, (iii) questions the tax exempt status of the interest payable on the Notes or the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or (iv) questions the power of the Issuer to enter into or perform its obligations under this Purchase Agreement or the Resolution, or the existence or powers of the Issuer, or the title to office of any official of the Issuer. (ch) Assuming that The distribution of the representationsPreliminary Official Statement has been duly authorized by the Issuer and the Preliminary Official Statement was as of its date, warranties and covenants is as of each Purchaser contained in this Agreement are the date hereof true and correct in all material respects and have been and will be complied with in all material respects and that the Bonds are offered and sold in accordance with the final Private Placement Memorandum (including the Appendices thereto)did not, dated as of September 29its date, 2015 and does not as of the date hereof contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except for the information specifically permitted to be omitted therefrom pursuant to paragraph (b)(1) of the Rule and provided, however, that no view is expressed with respect to information concerning DTC and the book-entry only system and the information provided by the Underwriters under the caption “Final PPMUNDERWRITING”), and the applicable Transaction Documents (as defined below), no registration . For purposes of the Bonds under Rule, the Securities Act is required Issuer has deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriters, except for the offer, sale and delivery information specifically permitted to be omitted therefrom pursuant to paragraph (b)(1) of the Bonds at the time and in the manner contemplated by this Agreement and the IndentureRule. (di) All The distribution of the representations and warranties made Official Statement has been duly authorized by the Issuer in and the Transaction Documents to which Issuer Official Statement is a party are true and correct in all material respects as and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that no view is expressed with respect to information concerning DTC and the book-entry only system and the information provided by the Underwriters under the caption “UNDERWRITING”). (j) The Issuer agrees that, if at any time within 25 days from the Closing DateDate any event of which it has actual knowledge occurs as a result of which the Official Statement as then in effect would include any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the Issuer shall reasonably cooperate with the Representative in the preparation of an amendment or supplement to the Official Statement that will correct such statement or omission. The Issuer agrees to so amend or supplement the Official Statement and shall effect such amendment or supplement whenever requested by the Representative when in the reasonable judgment of the Representative such amendment or supplement is required. The Issuer shall promptly advise the Underwriters of the institution of any action, suit, inquiry or investigation seeking to prohibit, restrain or otherwise affect the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Notes. (k) The proceeds from the sale of the Notes to the Underwriters will be applied as set forth in the Resolution. (l) The Issuer shall furnish or cause to be furnished to the Underwriters, in such quantities as shall be reasonably required by the Underwriters, a copy of the Official Statement (in word-searchable PDF format) and all amendments and supplements thereto, in each case as soon as available. Copies of the Official Statement shall be delivered, in any event, to the Underwriters within seven (7) business days of the date of this Purchase Agreement. (m) Any certificate signed by any official of the Issuer designated in the Resolution and delivered to the Issuer in connection with the transactions contemplated by the Official Statement, this Purchase Agreement and the Resolution shall be deemed to be a representation and warranty by the Issuer to the Underwriters as to the statements made therein. (n) The Issuer agrees to cooperate with the Underwriters in endeavoring to qualify the Notes for offer and sale under the securities or Blue Sky laws of as many jurisdictions of the states of the United States as the Underwriters may request; provided, however, that the Issuer will not be required to expend any of its own funds in connection with such qualifications and will not be required to consent to service of process in any such jurisdiction or to qualify as a broker or a foreign corporation in connection with any such qualification in any jurisdiction. (o) Not later than the date required therefor, the Issuer will prepare and file with the Internal Revenue Service Form 8038-G as required by Section 149(e) of the Code. (p) This Purchase Agreement complies in all respects with the requirements of the Act. (q) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Issuer has not failed to comply in the last five years in any material respect with its continuing disclosure obligations entered into in accordance with the Rule.