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

Representations, Warranties and Covenants of the Issuer. The Issuer (a) The Issuer is a separate public body corporate and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer makes the following representations, warranties and covenants: (a) The Issuer is a separate public body body, corporate and politic duly politic, organized and created by the Board of County Commissioners of Escambia County, Florida, existing under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master IndentureState. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full necessary power and authority to consummate all transactions contemplated by issue the Bonds and to execute and deliver this Origination Junior Loan Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any the other Junior Loan Documents to which it is a party, and all other agreements, documents to perform its duties and instruments relating theretodischarge its obligations hereunder and thereunder. (c) The Issuer proposes to issue Bonds from time to time to finance Programs has taken all action on its part for the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds issuance of the Bonds) Bonds and for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities execution and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Programdelivery thereof. (d) In respect Each of Mortgage Loans purchased the Junior Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with proceeds its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of Bondscreditors generally and general equitable principles. (e) To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Junior Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Program Bonds and the Junior Loan Documents by to which the IssuerIssuer is a party, the issuance consummation of the Bonds by transactions on the part of the Issuer in the manner contemplated by the Indenture, thereby and the performance fulfillment of and or compliance with the terms of and conditions thereof do not conflict with or result in the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of the Program Documents and the Indentureany instrument or agreement. (ef) This Agreement, as supplemented with respect to each Program by a related Invitation and To the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations best knowledge of the Issuer, enforceable no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, any of the Junior Loan Documents, which has not been obtained. (g) To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation pending or threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Junior Loan Documents or the issuance, execution or delivery of the Bonds, as applicable; (iii) affects or questions the validity or enforceability of the Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Bonds or to carry out the transactions contemplated by the Bonds and the Junior Loan Documents. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in accordance connection with their termsthe issuance, except execution and delivery of the Bonds, as the enforcement thereof may be limited by applicable bankruptcy, moratoriumapplicable, or other laws affecting creditors’ rights generallyas to the correctness, completeness or accuracy of such statements.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer hereby covenants, represents and warrants that: (a) The Issuer is a separate public body corporate and politic duly quasi-municipal corporation organized and existing pursuant to the Community Reinvestment Agency Act, created by the Board of County Commissioners of Escambia County, Florida, and validly existing under the Constitution and laws of the State of Utah, and authorized to act for the purpose of exercising the powers contained in the Act. Pursuant to Under the Act and certain resolutions duly adopted by the IssuerAct, the Issuer has duly is authorized to issue the making of this Origination Agreement Bonds, and to use the execution and delivery of a Master proceeds for the purposes described in the Indenture. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, Act and has the full power and authority pursuant to the Act to consummate and act with respect to all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the IndentureIssuer Financing Documents, and any to issue, sell and deliver the Bonds to the Underwriter as provided herein and to carry out and consummate all other agreements, documents transactions contemplated hereby and instruments relating theretoby each of the aforesaid documents. (c) The Issuer proposes When delivered to issue Bonds from time to time to finance Programs on and paid for by the Underwriter in accordance with the terms of this Purchase Agreement, the Bonds will have been duly authorized, issued, executed, authenticated and basis to be set forth in delivered, and the Series Indenture Bonds and covenants to use this Purchase Agreement will, at the proceeds thereof (including proceeds of bonds refunded with Closing Date, constitute the proceeds legal, valid and binding obligations of the Bonds) for the purpose of purchasing GNMA CertificatesIssuer enforceable in accordance with their respective terms, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residencessubject only to applicable bankruptcy, as specified herein and in the Series Indenture for such Programinsolvency or other similar laws generally affecting creditors’ rights. (d) In respect The execution and delivery of Mortgage Loans purchased the Issuer Financing Documents, and compliance with the provisions thereof, will not conflict with or constitute on the part of the Issuer a violation of the Constitution of the State of Utah or a violation of, breach of or default under any statute, indenture, mortgage, deed of trust, lease, bond, note, loan agreement or other agreement or instrument to which the Issuer is a party or by which the Issuer or any of its property may be bound, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. All consents, approvals, authorizations and orders of governmental or regulatory authorities which are required or necessary for the consummation of the transactions contemplated by the Issuer Financing Documents have been obtained. (e) The Issuer will apply the proceeds from the sale of the Bonds for the purposes specified in the Indenture. (f) No litigation in the State of Utah or federal courts has been served on the Issuer, or to the Issuer’s knowledge, is threatened against the Issuer, challenging any of the Issuer Financing Documents or affecting the corporate existence of the Issuer or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or in any way contesting or affecting the transactions contemplated hereby or the validity or enforceability of the Bonds, the Indenture or this Purchase Agreement or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of this Purchase Agreement. (g) Any certificate signed by an authorized officer of the Program Documents Issuer and delivered to the Underwriter shall be deemed, in accordance with its terms, a representation and warranty by the Issuer, as applicable, to the issuance of Underwriter as to the Bonds statements made therein. (h) The information contained in the Preliminary Official Statement (except as changed by the Issuer in the manner contemplated by the IndentureOfficial Statement) was, and the performance information contained in the Official Statement is, true and correct in all material respects and did not and does not omit any statement or information which is necessary to make the statements and the information contained therein not misleading in any material respect (except for any information therein regarding the Book-Entry Only System or DTC). (i) If between the date of this Purchase Agreement and compliance with 25 days following the terms “end of the Program Documents underwriting period,” (which shall be the Closing Date unless the Issuer is otherwise notified by the Underwriter) any event shall occur which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstance under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the Indenture by opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter. If the Official Statement is so supplemented or amended prior to the Closing Date, such approval by the Underwriter of a supplement or amendment to the Official Statement shall not violate (i) preclude the instruments creating Underwriter from thereafter terminating this Bond Purchase Agreement; specifically, if the Official Statement is amended or supplemented subsequent to the date hereof and prior to the Closing Date, the Underwriter may terminate this Bond Purchase Agreement by notification to the Issuer at any time prior to the Closing Date if, in the reasonable judgment of the Underwriter, such amendment or governing its operations in any respect, supplement has or (ii) any laws in any respect that could will have any a material adverse effect whatsoever upon on the validity, performance, or enforceability of any marketability of the terms of the Program Documents and the IndentureBonds. (ej) This By acceptance and approval of this Purchase Agreement, the Issuer hereby authorizes the use of copies of the Official Statement in connection with the public offering and sale of the Bonds. The Issuer hereby agrees to provide to the Underwriter within seven business days of the date hereof sufficient copies of the Official Statement in print or electronic form to enable the Underwriter to comply with the requirements of paragraph (b)(4) of Rule 15c2-12 under the Securities Exchange Act of 1934, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelinesamended (“Rule 15c2-12”), and all documents with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. The Issuer has heretofore “deemed final” the Preliminary Official Statement for purposes of paragraph (b)(1) of Rule 15c2-12 and instruments contemplated hereby that are executed acknowledges and delivered ratifies the use by the Issuer, and Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents, warrants and covenants for the benefit of Lender and Borrower, as follows: (a) The Issuer is a separate public body corporate and politic duly organized and created by with perpetual corporate succession, constituting an instrumentality of the Board of County Commissioners of Escambia County, Florida, State. (b) Issuer is authorized under the Constitution and laws of the State to enter into this Agreement, the Tax Regulatory Agreement and the Act. Pursuant transactions contemplated hereby, to issue the Act Bond and certain resolutions duly adopted by the Issuer, the to perform all of its obligations hereunder. (c) Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all of this Agreement, the Bond and the Tax Regulatory Agreement under the terms and provisions of the Interlocal Agreements resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement, the Bond and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such ProgramTax Regulatory Agreement against Issuer. (d) In respect The officer of Mortgage Loans purchased with proceeds of BondsIssuer executing this Agreement and any related documents has been duly authorized to execute and deliver this Agreement, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, Bond and the performance of Tax Regulatory Agreement and compliance with such related documents under the terms and provisions of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or a resolution of Issuer's governing its operations in any respectbody, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture.by other appropriate official action. -------------------------------------------------------------------------------- 7 - LOAN AND SECURITY AGREEMENT (e) This Agreement, as supplemented with respect to each Program by a related Invitation the Bond and the applicable Administrator’s GuidelinesTax Regulatory Agreement are legal, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except as to the enforcement thereof may be extent limited by applicable bankruptcy, moratorium, reorganization or other laws affecting of general application relating to effecting the enforcement of creditors’ ' rights. (f) Issuer has assigned to Lender all of Issuer's rights generallyin the Project and this Agreement (except for Retained Rights) including the assignment of all rights in the security interest granted to Issuer by Borrower. (g) Issuer will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (h) Issuer will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (i) The financing of the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice.

Representations, Warranties and Covenants of the Issuer. 5.1 The IssuerIssuer represents, warrants and covenants that, as of the date given above and at the Closing: (a) The the Issuer is a separate public body corporate valid and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, subsisting corporation in good standing under the Constitution and laws of British Columbia and its Shares are not listed or trading on the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture.Exchange or any other stock exchange or quotation system; (b) The the Issuer has complied with all of is duly registered and licensed to carry on business in the provisions of jurisdictions in which it carries on business or owns property where required under the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto.that jurisdiction; (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms Special Warrants will be duly and basis to be set forth in validly issued as fully paid and non-assessable upon their issuance following the Series Indenture and covenants to use the proceeds thereof (including proceeds Issuer’s receipt of bonds refunded with the proceeds of the Bonds) full payment for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program.Shares being purchased; (d) In respect the Shares underlying the Special Warrants will be duly and validly issued as fully paid and non- assessable upon their issuance following the Automatic Conversion of Mortgage Loans purchased the Special Warrants into Shares in accordance with proceeds the terms and conditions of Bondsthis Agreement; (e) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the execution Acts in relation to the issue and delivery trading of its securities and in all matters relating to the Special Warrants; (f) the sale of the Program Documents by the Issuer, the issuance of the Bonds Special Warrants by the Issuer in the manner contemplated by the Indenturedoes not and will not conflict with, and the performance of does not and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations result in any respecta breach of, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and Issuer’s incorporating documents or any agreement or instrument to which the Indenture.Issuer is a party or by which it is bound; (eg) This Agreementthe Issuer is not a party to any actions, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelinessuits or proceedings which could materially affect its business or financial condition, and all documents and instruments contemplated hereby that are executed and delivered by to the best of the Issuer’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (h) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of the Special Warrants has been issued and remains outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (i) the Issuer will within the required time, file with any applicable securities agency, any documents, reports and information, in the required form, required to be filed by applicable securities laws in connection with this offering, together with any applicable filing fees and other materials; and (j) this Agreement has been duly authorized by all necessary corporate action on the Issuer’s part, and the BondsIssuer has full corporate power and authority to issue the Securities pursuant to the terms and conditions of this Agreement. 5.2 If the Subscriber, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations who acquires Shares on the deemed exercise of the IssuerSpecial Warrants purchased by it, enforceable is or becomes entitled under the applicable Securities Law to the remedy of rescission because of the prospectus filed by the Issuer to qualify the distribution of the Shares upon conversion of the Special Warrants or any amendment thereto containing a misrepresentation, the Issuer agrees that the Subscriber will be entitled to rescission not only of the Subscriber’s exercise of such Special Warrants, but also of its subscription hereunder, and will be entitled in accordance connection with their termssuch rescission to a full refund from the Issuer of all consideration paid to the Issuer on acquisition of such Special Warrants. The Issuer also agrees that if the holder of the Special Warrants is a permitted assignee, except the holder is entitled to exercise the rights of rescission and refund as if the enforcement thereof may be limited by applicable bankruptcy, moratorium, holder was the original subscriber. The foregoing is in addition to any other right or other laws affecting creditors’ rights generallyremedy available to the Subscriber under the Securities Law or otherwise at law.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer makes the following representations, warranties and covenants: (a) The Issuer is a separate public body corporate municipal corporation and politic chartered city, duly organized and created by the Board of County Commissioners of Escambia County, Florida, validly existing under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master IndentureState. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full necessary power and authority to consummate all transactions contemplated by issue the Bonds and to execute and deliver this Origination Financing Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any the other Bond Financing Documents to which it is a party, and all other agreements, documents to perform its duties and instruments relating theretodischarge its obligations hereunder and thereunder. (c) The Issuer proposes to issue Bonds from time to time to finance Programs has taken all action on its part for the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds issuance of the Bonds) Bonds and for the purpose of purchasing GNMA Certificatessale, Xxxxxx Xxx Securities execution and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Programdelivery thereof. (d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery Each of the Program Bond Financing Documents by the Issuer, the issuance of the Bonds by to which the Issuer in the manner contemplated by the Indentureis a party has been duly validly authorized, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the IssuerIssuer and, assuming due authorization, execution and delivery by the Bondsother parties thereto, when issued and authenticated in accordance with a Series Indentureconstitutes the legal, will constitute valid, legal valid and binding obligations obligation of the Issuer, enforceable against the Issuer in accordance with their its respective terms, except as the enforcement thereof enforceability may be limited by applicable bankruptcy, moratoriuminsolvency, moratorium or other laws affecting creditors’ rights generallygenerally and the application of equitable principles. (e) The Issuer has complied with the provisions of the laws of the State, including, but not limited to, the Act, which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Bond Financing Documents. The execution and delivery of the Bonds and the Bond Financing Documents to which the Issuer is a party, the consummation of the transactions on the part of the Issuer contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of any instrument or agreement. (f) No authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any governmental authority, other than those already obtained, is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, the Bond Financing Documents. (g) There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, is there any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Bond Financing Documents or the issuance, sale, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of the Bonds or any Bond Financing Document; (iv) questions the tax-exempt status of the Bonds; or (v) questions the power or authority of the Issuer to perform its obligations under the Bonds or any Bond Financing Document, or to carry out the transactions contemplated by the Bonds and the Bond Financing Documents. (h) No officer or other official of the Issuer has any personal financial interest in the Project or the Borrower or in the transactions contemplated by this Financing Agreement. (i) Upon the discovery by the Issuer of any noncompliance by the Borrower with this Financing Agreement or the Tax Regulatory Agreement, the Issuer will notify the Trustee, the Servicer, the Credit Facility Provider and the Construction Lender of such noncompliance and will, subject to the provisions of Article VII hereof, promptly institute action, or cause the Trustee to institute action, to correct such noncompliance, will diligently pursue such action and will attempt to correct such noncompliance within sixty (60) days after such discovery, subject to the provisions of the Indenture, this Financing Agreement and the Tax Regulatory Agreement. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in connection with the issuance, sale, execution and delivery of the Bonds, or as to the correctness, completeness or accuracy of such statements.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer makes the following representations, warranties and covenants as the basis for the undertakings on the part of the Company contained herein and of the Trustee contained in the Indenture: (a) The Issuer is a separate public body corporate and politic corporation duly organized and created validly existing under the laws of the State. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Loan Agreement, the Bond Purchase Agreement, the Bond Resolution, the Indenture, the Indexing Agent Agreement and the Bonds, and to carry out its obligations hereunder and thereunder. The Project constitutes a "Project" within the meaning of the Act and a manufacturing facility with the meaning of Section 144(a)(12)(C) of the Code. By proper action of the Board of County Commissioners Directors of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has been duly authorized to issue and deliver the making of Bonds and to execute and deliver this Origination Loan Agreement, the Bond Purchase Agreement, the Indenture, the Tax Regulatory Agreement, the Indexing Agent Agreement and the various closing certificates, including a nonarbitrage certificate. (b) Neither the execution and delivery of a Master Indenture. (b) The Issuer has complied with all this Loan Agreement, the Bond Purchase Agreement, the Tax Regulatory Agreement, the Indexing Agent Agreement or the Indenture nor the issuance and sale of the provisions Bonds, nor the performance by the Issuer of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by its obligations under this Origination Loan Agreement, each Series of Bondsthe Bond Purchase Agreement, the Interlocal Agreements and the Indenture, and the Tax Regulatory Agreement, the Indexing Agent Agreement or the Bonds will constitute on the part of the Issuer a breach of, or a default under, any and all existing law, court or administrative regulation, decree or order of the Issuer or any agreement, indenture, mortgage, lease or other agreements, documents and instruments relating theretoinstrument to which the Issuer is subject or by which it is or may be bound. (c) The Issuer proposes to will issue its Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture aggregate principal amount of $5,000,000 and covenants to will use the proceeds thereof (including proceeds of bonds refunded with therefrom to make a loan to the proceeds Company to pay for the Costs of the Bonds) for Project to the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for extent funds from such ProgramBond proceeds are available therefor. (d) In respect of Mortgage Loans purchased with proceeds of BondsThe Bonds will be issued under the Indenture and the Bond Resolution and will mature, bear interest, be redeemable and have the execution other terms and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer provisions set forth in the manner contemplated by the Indenture, Indenture and the performance of and compliance with Bond Resolution. The Issuer has not assigned its interest in this Loan Agreement other than to the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the IndentureTrustee. (e) This AgreementUnder existing statutes and decisions, as supplemented with respect no taxes on income or profits are imposed on the Issuer. (f) The Issuer is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to each Program by a related Invitation in the preceding subsection (a). (g) The Issuer hereby finds and determines that all requirements of the Act have been complied with. (h) During the term of this Loan Agreement (including any renewal thereof), the Issuer will not allow any encumbrances on the Project, other than Permitted Encumbrances without the written consent of the Authorized Company Representative and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting creditors’ rights generallyTrustee.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer makes the following representations, warranties and covenants: (a) The Issuer is a separate public body body, corporate and politic duly politic, organized and created by the Board of County Commissioners of Escambia County, Florida, existing under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master IndentureState. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full necessary power and authority to consummate all transactions contemplated by issue the Bonds and to execute and deliver this Origination Junior Loan Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any the other Junior Loan Documents to which it is a party, and all other agreements, documents to perform its duties and instruments relating theretodischarge its obligations hereunder and thereunder. (c) The Issuer proposes to issue Bonds from time to time to finance Programs has taken all action on its part for the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds issuance of the Bonds) Bonds and for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities execution and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Programdelivery thereof. (d) In respect Each of Mortgage Loans purchased the Junior Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with proceeds its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of Bondscreditors generally and general equitable principles. (e) To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Junior Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Program Bonds and the Junior Loan Documents by to which the IssuerIssuer is a party, the issuance consummation of the Bonds by transactions on the part of the Issuer in the manner contemplated by the Indenture, thereby and the performance fulfillment of and or compliance with the terms of and conditions thereof do not conflict with or result in the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of the Program Documents and the Indentureany instrument or agreement. (ef) This Agreement, as supplemented with respect to each Program by a related Invitation and To the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations best knowledge of the Issuer, enforceable no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, any of the Junior Loan Documents, which has not been obtained. (g) To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation pending or threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Junior Loan Documents or the issuance, execution or delivery of the Bonds, as applicable; (iii) affects or questions the validity or enforceability of the Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Bonds or to carry out the transactions contemplated by the Bonds and the Junior Loan Documents. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in accordance connection with their termsthe issuance, except execution and delivery of the Bonds, as the enforcement thereof may be limited by applicable bankruptcy, moratoriumapplicable, or other laws affecting creditors’ rights generallyas to the correctness, completeness or accuracy of such statements.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents, warrants and covenants as follows: (a) The Issuer is a separate public body corporate and politic duly organized official agency of the State, is authorized and created empowered by the Board provisions of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted the Bond Resolution to enter into the transactions contemplated by the Issuer, the Issuer has duly authorized the making of this Origination Financing Agreement and the execution Indenture and delivery to carry out its obligations hereunder and thereunder, and by proper action of a Master Indentureits governing body has been duly authorized to execute and deliver this Financing Agreement, the Indenture and the Tax Exemption Agreement, and this Financing Agreement, the Indenture and the Tax Exemption Agreement have been duly executed and delivered by the Issuer and are valid and binding obligations of the Issuer enforceable in accordance with their terms. (b) The Issuer has complied with all Bonds are to be issued and secured by the Indenture, pursuant to which certain of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by Issuer’s interests in this Origination Agreement, each Series of Bonds, the Interlocal Agreements Financing Agreement and the Indenture, and any the revenues and income to be derived by the Issuer pursuant to this Financing Agreement and the Indenture, will be pledged and assigned to the Trustee as security for payment of the principal, premium, if any, and interest on the Bonds. The Issuer covenants that it has not and will not pledge or assign its interest in the Indenture or this Financing Agreement, or the revenues and income derived pursuant to this Financing Agreement or the Indenture, excepting the Issuer’s Reserved Rights, other than to the Trustee under the Indenture to secure the Bonds. The Issuer will comply with all other agreements, documents provisions of the Act (and instruments relating theretothe rules promulgated thereunder) applicable to the Bonds and the transactions contemplated by this Financing Agreement and the Indenture. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on finds and determines that the terms and basis to be set forth financing of the Project is in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded compliance with the proceeds purposes and provision of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such ProgramAct. (d) In respect To the best knowledge of Mortgage Loans purchased with proceeds of Bondsthe Issuer, neither the execution and delivery of the Program Documents by the Issuerthis Financing Agreement, the issuance of Indenture and the Bonds by the Issuer in the manner contemplated by the IndentureTax Exemption Agreement, and the performance consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, the Indenture or the Tax Exemption Agreement conflicts with or results in a breach of the Program Documents and the Indenture by terms, conditions or provisions of any material restriction, agreement or instrument to which the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respectis a party, or (ii) by which it or any laws in any respect that could have any material adverse effect whatsoever upon the validity, performanceof its property is bound, or enforceability of constitutes a default under any of the terms of the Program Documents and the Indentureforegoing. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents and warrants that: (a) The Issuer It is a separate public duly organized and validly existing body corporate and politic duly organized under the laws of the State: (b) It has full legal right, power and created authority pursuant to the Act to finance the Project through the issuance of the Bonds; has made the necessary findings of public purpose, has given any necessary notices and has taken all other steps and followed all procedures required by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, ) in connection therewith; and has full legal right, power and authority to (i) enter into this Agreement, the Reimbursement Agreement, the Bond Purchase Agreement, the Letter of Representations and the Indenture, (ii) execute the Official Statement, (iii) issue, sell and deliver the Bonds, and (iv) carry out and consummate all other transactions contemplated by this Origination Agreement, each Series of Bondsthe Reimbursement Agreement, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of BondsBond Purchase Agreement, the execution and delivery Letter of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents Representations and the Indenture. (ec) It has duly authorized (i) the execution, delivery and performance of its obligations under this Agreement, the Bonds, the Reimbursement Agreement, the Bond Purchase Agreement, the Letter of Representations and the Indenture, and (ii) the execution of the Official Statement, and (iii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) This Agreement, as supplemented with respect to each Program by a related Invitation the Reimbursement Agreement, the Bond Purchase Agreement, the Letter of Representations and the applicable Administrator’s GuidelinesIndenture constitute legal, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal valid and binding obligations of the Issuer, enforceable in accordance with their respective terms: this Agreement, except as the enforcement thereof may be limited Reimbursement Agreement, the Bond Purchase Agreement, the Letter of Representations, the Official Statement and the Indenture have been duly authorized and executed by applicable bankruptcythe Issuer; and. when authenticated by the Trustee in accordance with the provisions of the Indenture, moratoriumthe Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the State. (e) There is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body, pending or, to the best of the knowledge of the Issuer, threatened against the Issuer, nor to the best of the knowledge of the Issuer is there any basis therefor, which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds or wherein (f) The execution and delivery by the Issuer of this Agreement, the Reimbursement Agreement, the Bonds, the Bond Purchase Agreement, the Letter of Representations, the Official Statement and the Indenture in compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other laws affecting creditors’ rights generallyinstrument to which the Issuer is a party or by which it is bound, or under any provision of the Act, the Constitution of the State or any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer is subject. (g) The Issuer will do or cause to be done all things necessary, so far as lawful, to preserve and keep in full force and effect its existence or to assure the assumption of its obligations under this Agreement, the Reimbursement Agreement, the Bond Purchase Agreement, the Indenture, the Letter of Representations and the Bonds by any successor public body.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents and warrants that: (a) The Issuer is a separate public body corporate and politic duly nonstock, nonprofit industrial development corporation organized and created by the Board of County Commissioners of Escambia County, Florida, existing under the Constitution and laws of the State and State, particularly, the Act. Pursuant to The Issuer has all requisite power and authority under the Act to (i) adopt the Bond Resolution, (ii) issue the Bonds and certain resolutions duly adopted by the Issuer(iii) enter into, and perform obligations under, this Agreement, the Issuer has duly authorized Bond Placement Agreement, the making Letter of this Origination Agreement Representations and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all duly authorized (i) the execution, delivery and performance of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of the Bonds, the Interlocal Agreements Bond Placement Agreement, the Letter of Representations and the Indenture, and (ii) the taking of any and all other agreementssuch actions as may be required on the part of the Issuer to carry out, documents give effect to and instruments relating theretoconsummate the transactions contemplated by such instruments. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of BondsThis Agreement, the execution and delivery of the Program Documents by the IssuerBond Placement Agreement, the issuance Letter of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents Representations and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respectconstitute legal, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal valid and binding obligations of the Issuer, enforceable in accordance with their respective terms; this Agreement, except as the enforcement thereof may be limited Bond Placement Agreement, the Letter of Representations and the Indenture have been duly authorized and executed by applicable the Issuer; and, when authenticated by the Trustee in accordance with the provisions of the Indenture, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special obligations of the Issuer; payable solely from the Loan Payments by the User, issued in conformity with the provisions of the Act and the Constitution of the State, subject to bankruptcy, moratoriuminsolvency and similar laws, and the application of equitable principles. (d) There is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body, pending or, to the best knowledge of the Issuer, threatened against the Issuer, nor to the best knowledge of the Issuer is there any basis therefor, which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Bonds or wherein any unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Letter of Representations, the Indenture, the Bond Placement Agreement or this Agreement (or of any other laws affecting creditors’ rights generallyinstrument required or contemplated for use in consummating the transactions contemplated thereby and hereby). (e) The execution and delivery by the Issuer of this Agreement, the Bonds, the Bond Placement Agreement, the Letter of Representations and the Indenture in compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other instrument to which the Issuer is a party or by

Representations, Warranties and Covenants of the Issuer. The Issuer (a) The Issuer is a separate public body body, corporate and politic duly politic, organized and created by the Board of County Commissioners of Escambia County, Florida, existing under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master IndentureState. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full necessary power and authority to consummate all transactions contemplated by issue the Subordinate Bonds and to execute and deliver this Origination Subordinate Loan Agreement, each Series of Bonds, the Interlocal Agreements and the Subordinate Indenture, and any the other Subordinate Loan Documents to which it is a party, and all other agreements, documents to perform its duties and instruments relating theretodischarge its obligations hereunder and thereunder. (c) The Issuer proposes to issue Bonds from time to time to finance Programs has taken all action on its part for the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds issuance of the Bonds) Subordinate Bonds and for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities execution and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Programdelivery thereof. (d) In respect Each of Mortgage Loans purchased the Subordinate Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with proceeds its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of Bondscreditors generally and general equitable principles. (e) To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Subordinate Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Program Subordinate Bonds and the Subordinate Loan Documents by to which the IssuerIssuer is a party, the issuance consummation of the Bonds by transactions on the part of the Issuer in the manner contemplated by the Indenture, thereby and the performance fulfillment of and or compliance with the terms of and conditions thereof do not conflict with or result in the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of the Program Documents and the Indentureany instrument or agreement. (ef) This Agreement, as supplemented with respect to each Program by a related Invitation and To the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations best knowledge of the Issuer, enforceable no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, any of the Subordinate Loan Documents, which has not been obtained. (g) To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation pending or threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Subordinate Loan Documents or the issuance, execution or delivery of the Subordinate Bonds, as applicable; (iii) affects or questions the validity or enforceability of the Subordinate Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Subordinate Bonds or to carry out the transactions contemplated by the Subordinate Bonds and the Subordinate Loan Documents. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in accordance connection with their termsthe issuance, except execution and delivery of the Subordinate Bonds, as the enforcement thereof may be limited by applicable bankruptcy, moratoriumapplicable, or other laws affecting creditors’ rights generallyas to the correctness, completeness or accuracy of such statements.

Representations, Warranties and Covenants of the Issuer. The Issuer (a) The Issuer is a separate public body corporate corporation duly organized, validly existing and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, in good standing under the Constitution and laws of the State of Colorado; has all requisite power and authority to own or lease its properties and to carry on its business as now conducted and proposed to be conducted; and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases property or in which the Act. Pursuant conduct of its business requires it to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indentureso qualify or be licensed. (b) The Issuer Common Stock issuable upon exercise of the Holder's rights has complied been duly and validly reserved and, when issued in accordance with all of the provisions of the Interlocal Agreements this Warrant, will be validly issued, fully paid and the Constitution and laws of the State and the Counties, including the Actnon-assessable, and has full power and authority will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Common Stock issuable pursuant to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating theretoWarrant may be subject to restrictions on transfer under applicable state and/or federal securities laws. (c) The Issuer proposes has all requisite power and authority to enter into and perform all of its obligations under this Warrant, to issue Bonds from time the Warrants and to time to finance Programs carry out the transactions contemplated hereby. The execution and delivery by the Issuer of this Warrant and the performance of all obligations of the Issuer hereunder, have been duly authorized by all necessary corporate or stockholder action on the terms part of the Issuer and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded this Warrant is not inconsistent with the proceeds Issuer's articles of incorporation or bylaws, does not contravene any law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other agreement or instrument to which it is a party or by which it or its assets are bound, and the Warrant constitutes the legal, valid and binding obligation of the Bonds) for Issuer, and is enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application affecting enforcement of creditors' rights generally and as may be limited by laws relating to the purpose availability of purchasing GNMA Certificatesspecific performance, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Programinjunctive relief or other equitable remedies. (d) In No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of Mortgage Loans purchased any state, federal or other governmental authority or agency is required with proceeds of Bondsrespect to the execution, the execution delivery and delivery of the Program Documents by the Issuer, the issuance of the Bonds performance by the Issuer in of its obligations under this Warrant, except for the manner contemplated filing of notices pursuant to Regulation D under the 1933 Act and any filing required by applicable state securities laws, which filings will be effective by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenturetime required thereby. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and All shares of Warrant Stock of the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that Issuer issuable upon the exercise of any Warrants issued hereunder (i) are executed and delivered duly authorized by the Issuer's articles of incorporation, and (ii) have been duly authorized by the BondsIssuer's board of directors and, when issued and authenticated if necessary, the Issuer's stockholders, (iii) will, upon payment therefor in accordance with the terms hereof, be duly and validly issued, fully paid and nonassessable, free of preemptive rights, taxes, security interests or adverse claims, and (iv) have been duly reserved for issuance pursuant to the terms hereof. The capitalization of the Issuer is shown on Exhibit B to this Warrant. (f) In the event of (a) any taking by the Issuer of a Series Indenturerecord of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution (the "Distribution"), will constitute valid(b) any capital reorganization or reclassification of the stated capital of the Issuer or any consolidation or merger of the Issuer with or into any other corporation or corporations (other than a wholly-owned subsidiary), legal and binding obligations or the sale or distribution of all or substantially all of the Issuer, enforceable in accordance with their terms, except as 's property and assets (the enforcement thereof may be limited by applicable bankruptcy, moratorium"Reorganization Event"), or (c) any proposed filing of a registration statement under the Securities Act in connection with a primary public offering of the Issuer's Common Stock (the "Registration Event"), the Issuer will mail or cause to be mailed to the Holder a notice specifying (i) the date of any such Distribution and the amount and character of such Distribution, (ii) the date on which any such Reorganization Event or Registration Event is expected to become effective, and (iii) the time, if any, that is to be fixed as to when the holders of record of the Issuer's securities shall be entitled to exchange their shares of the Issuer's securities for securities or other laws affecting creditors’ rights generallyproperty deliverable upon such Reorganization Event. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. (g) The Issuer covenants and agrees that at all times it shall reserve and keep available for the exercise of this Warrant such number of authorized shares of Common Stock as are sufficient to permit the exercise in full of this Warrant.

Representations, Warranties and Covenants of the Issuer. The Issuer (a) The Issuer is a separate public body corporate represents and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant warrants to the Act and certain resolutions duly adopted by the Issuer, Purchaser that (i) the Issuer has the full corporate right, power and authority to execute and deliver this Subscription Agreement, and (ii) this Subscription Agreement has been duly authorized executed and delivered by the making Issuer and constitutes a legal, valid and binding agreement of this Origination Agreement and the execution and delivery of a Master IndentureIssuer enforceable against the Issuer. (b) The Issuer has complied with all So long as any of the provisions Common Shares, Warrants or common shares issued upon exercise of the Interlocal Agreements and Warrants (“Subject Securities”) held by the Constitution and laws Purchaser shall, at any time, constitute "restricted securities" within the meaning of Rule 144(a)(3), upon written request, the Issuer shall (regardless of whether the Issuer is at such time subject to Sections 13 or 15(d) of the State Securities Exchange Act of 1934 (the “1934 Act”) provide to any holder, beneficial owner or prospective purchaser of such securities, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of such securities pursuant to Rule 144A. Until such time as the Purchaser no longer owns any Subject Securities, the Issuer covenants and agrees to (A) timely file (or obtain extensions in respect thereof and file within the Counties, including applicable grace period) all reports required to be filed by the Issuer after the date hereof pursuant to the 1934 Act, the 1933 Act and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, state securities laws (the Interlocal Agreements and the Indenture“U.S. Securities Laws”), and any (B) prepare and all other agreementsfurnish to the Purchaser (i) copies of documents or reports, if any, that the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the 1934 Act and (ii) the reports required to be provided to the Purchaser pursuant to the U.S. Securities Laws and will deliver such reports to the Purchaser in accordance with the U.S. Securities Laws. Any such document or report that the Issuer files with the SEC through the SEC's XXXXX system or SEDAR, as applicable, shall be deemed furnished to the Purchaser for purposes of this paragraph at the time such documents and instruments relating theretoare filed or furnished via the XXXXX system or SEDAR, as applicable. (c) The Issuer proposes to issue Bonds from time to time to finance Programs In connection with any resale of the Subject Securities that is not effectuated on the terms and basis TSX, the Issuer agrees, subject to be set forth in compliance with the Series Indenture and covenants U.S. Securities Laws to use its reasonable best efforts to assist the proceeds thereof Purchaser in effectuating such sale, including by making available to any offerees or prospective purchasers (including proceeds A) such information regarding the Issuer and its business, operations and financial condition as the Purchaser may reasonably request, (B) members of bonds refunded with management to discuss the proceeds business, operations and financial condition of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, and (C) such other information as the issuance of the Bonds by Purchaser may reasonably request in order to facilitate such sale; provided, however, that the Issuer in the manner contemplated by the Indenture, and the performance of and compliance shall not be obligated to provide any information that would require it to file any materials with the terms of SEC under the Program Documents and 1934 Act. Notwithstanding the Indenture by foregoing, the Issuer will not violate be required to (i) assist the instruments creating Purchaser in identifying or soliciting any offerees or prospective purchasers, (ii) file any registration statement, prospectus or any similar document in any jurisdiction, (iii) take any action that would result in the Issuer becoming subject to reporting or governing its operations in any respectdisclosure obligations to which it is not already subject, or (iiiv) any laws in any respect that could have disclose any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenturenon-public information. (e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents and warrants that: (a) The Issuer It is a separate public body corporate and politic duly organized and created validly existing municipal corporation and political subdivision under the laws of the State. (b) It has full legal right, power and authority pursuant to the Act to finance the Project through the issuance of the Prior Bonds and to refinance the Project and refund the Prior Bonds through the issuance of the Project Bonds; has made the necessary findings of public purpose, has given any necessary notices and has taken all other steps and followed all procedures required by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, ) in connection therewith; and has full legal right, power and authority to (i) enter into this Agreement, the Bond Purchase Agreement, the Letter of Representations and the Indenture, (ii) issue, sell and deliver the Project Bonds and (iii) carry out and consummate all other transactions contemplated by this Origination Agreement, each Series of Bondsthe Bond Purchase Agreement, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds Letter of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents Representations and the Indenture. (ec) It has duly authorized (i) the execution, delivery and performance of this Agreement, the Project Bonds, the Bond Purchase Agreement, the Letter of Representations and the Indenture, and (ii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) This Agreement, as supplemented with respect to each Program by a related Invitation the Bond Purchase Agreement, the Letter of Representations and the applicable Administrator’s GuidelinesIndenture constitute legal, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal valid and binding obligations of the Issuer, enforceable in accordance with their respective terms; this Agreement, except as the enforcement thereof may be limited Bond Purchase Agreement, the Letter of Representations and the Indenture have been duly authorized and executed by applicable bankruptcythe Issuer; and, moratoriumwhen authenticated by the Trustee in accordance with the provisions of the Indenture, the Project Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the State. (e) There is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body, pending or, to the best of the knowledge of the Issuer, threatened against the Issuer, nor to the best of the knowledge of the Issuer is there any basis therefor, which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Project Bonds or wherein any unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of the Project Bonds, the Letter of Representations, the Indenture, the Bond Purchase Agreement or this Agreement (or of any other laws affecting creditors’ rights generallyinstrument required or contemplated for use in consummating the transactions contemplated thereby and hereby). (f) The execution and delivery by the Issuer of this Agreement, the Project Bonds, the Bond Purchase Agreement, the Letter of Representations and the Indenture in compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Act, the Constitution of the State or any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer is subject. (g) The Issuer will do or cause to be done all things necessary, so far as lawful, to preserve and keep in full force and effect its existence or to assure the assumption of its obligations under this Agreement, the Indenture, the Letter of Representations and the Bonds by any successor public body.

Representations, Warranties and Covenants of the Issuer. The IssuerIssuer represents and warrants that: (a) The Issuer It is a separate public body corporate and politic municipal corporation duly organized and created validly existing under the laws of the State. (b) It has full legal right, power and authority pursuant to the Act to refund the Prior Bonds through the issuance of the Project Bonds; has made the necessary findings of public purpose, has given any necessary notices and has taken all other steps and followed all procedures required by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture. (b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, ) in connection therewith; and has full legal right, power and authority to (i) enter into this Agreement, the Bond Placement Agreement, the Letter of Representations and the Indenture, (ii) issue, sell and deliver the Project Bonds and (iii) carry out and consummate all other transactions contemplated by this Origination Agreement, each Series of Bondsthe Bond Placement Agreement, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto. (c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds Letter of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program. (d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents Representations and the Indenture. (ec) It has duly authorized (i) the execution, delivery and performance of this Agreement, the Project Bonds, the Bond Placement Agreement, the Letter of Representations and the Indenture, and (ii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (d) This Agreement, as supplemented with respect to each Program by a related Invitation the Bond Placement Agreement, the Letter of Representations and the applicable Administrator’s GuidelinesIndenture constitute legal, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal valid and binding obligations of the Issuer, enforceable in accordance with their respective terms; this Agreement, except as the enforcement thereof may be limited Bond Placement Agreement, the Letter of Representations and the Indenture have been duly authorized and executed by applicable bankruptcythe Issuer; and, moratoriumwhen authenticated by the Trustee in accordance with the provisions of the Indenture, the Project Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the State. (e) There is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body, pending or, to the best of the knowledge of the Issuer, threatened against the Issuer, nor to the best of the knowledge of the Issuer is there any basis therefor, which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Project Bonds or wherein any unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of the Project Bonds, the Letter of Representations, the Indenture, the Bond Placement Agreement or this Agreement (or of any other laws affecting creditors’ rights generallyinstrument required or contemplated for use in consummating the transactions contemplated thereby and hereby). (f) The execution and delivery by the Issuer of this Agreement, the Project Bonds, the Bond Placement Agreement, the Letter of Representations and the Indenture in compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Act, the Constitution of the State or any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer is subject. (g) The Issuer will do or cause to be done all things necessary, so far as lawful, to preserve and keep in full force and effect its existence or to assure the assumption of its obligations under this Agreement, the Indenture, the Letter of Representations and the Project Bonds by any successor municipal corporation. (h) The Project constitutes economic development facilities within the meaning of the Act.