Common use of Issuer's Representations Clause in Contracts

Issuer's Representations. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows, all of which will continue in effect subsequent to the Closing: (a) The Issuer is a municipal corporation incorporated as a city of the second class under the laws of the State of Kansas. (b) The governing body of the Issuer did enact the Ordinance; it has been signed by a duly authorized official of the Issuer, it has been published once in the official city newspaper as required by law, and it is presently in full force and effect and has not been amended or modified. (c) The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); the Issuer Documents have been duly executed and delivered by the Issuer in the manner authorized and constitute legal, valid and binding obligations of the Issuer in accordance with their terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion. (d) The execution, delivery and performance of the Issuer Documents will not conflict with or constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument known to it to which the Issuer is a party or by which it is bound. (e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents. (f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate.

Issuer's Representations. 7.1 The Issuer represents, covenants represents and warrants, warrants to the best of its knowledge and beliefInvestor that, as follows, all of which will continue in effect subsequent to the Closingdate of this Subscription and at Closing hereunder: (a) The Issuer is a municipal corporation incorporated as a city the Offering Memorandum constitutes full, true and plain disclosure of the second class terms of the Special Warrants as well as Issuer's assets, liabilities and business affairs including the proposed Sonic Merger; (b) the Issuer and its subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the State of Kansas. (b) The governing body of the Issuer did enact the Ordinance; it has been signed by a duly authorized official of the Issuerjurisdictions in which they are incorporated, it has been published once in the official city newspaper as required by law, and it is presently in full force and effect and has not been amended continued or modified.amalgamated; (c) The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); the Issuer Documents have been duly executed and delivered its subsidiaries are the beneficial owners of the properties, business and assets or the interests in the properties, business or assets referred to in the Offering Memorandum and except as disclosed therein, all agreements by which the Issuer or its subsidiaries holds an interest in the manner authorized and constitute legala property, valid and binding obligations of the Issuer business or asset are in accordance with good standing according to their terms, except to and the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other properties are in good standing under the applicable laws affecting creditors' rights, principles of equity or the exercise of judicial discretion.jurisdictions in which they are situated; (d) The execution, delivery and performance the financial statements comprised in the Offering Memorandum accurately reflect the financial position of the Issuer Documents as at the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date of the Issuer's last financial statements except as filed in the Public Record; (e) the creation, issuance and sale of the Special Warrants by the Issuer does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or constitute provisions of its constating documents or any agreement or instrument to which the Issuer is a party; (f) the Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Issuer will reserve sufficient common shares in the treasury of the Issuer to enable it to issue the Common Shares and Warrant Shares; (g) this Subscription when accepted has been duly authorized by all necessary corporate action on the part of the Issuer and, subject to acceptance by the Issuer, constitutes a material breach or default under any agreement, indenture or instrument known to it to which valid obligation of the Issuer legally binding upon it and enforceable in accordance with its terms; (h) neither the Issuer nor any of its subsidiaries is a party to any actions, suits or by proceedings which it is bound. (e) The Issuer has duly could materially affect its business or financial condition, and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents. (f) There is not now pending or, to the knowledge of the officials best of the Issuer's knowledge no such actions, suits or proceedings have been threatened any litigation seeking to restrain or enjoin as at the issuance or delivery of the Bonds, or contesting or questioningdate hereof; (i) no order ceasing or suspending trading in the validity securities of the BondsIssuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, (ii) officers or promoters and to the proceedings or authority under which they are issued, (iii) the existence best of the Issuer's knowledge no investigations or proceedings for such purposes are pending or threatened; (j) except as set out in the Offering Memorandum or herein, (iv) no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option for the authority issue or allotment of any unissued common shares of the Issuer or any other security convertible or exchangeable for any such common shares or to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by require the Issuer to purchase, redeem or otherwise acquire any of the Purchaser as issued or outstanding common shares of the Issuer; and (k) all of the representations and warranties to be made to the truth Agent in the Agency Agreement will be true as of the statements made in date thereof and as of the Closing Date and the Investor is entitled to rely on such certificaterepresentations and warranties as though the Investor was a signatory to the Agency Agreement.

Issuer's Representations. The Warranties and Covenants -------------------------------------------------- Issuer representshereby represents and warrants to, covenants and warrantsagrees with, to the best of its knowledge and belief, as Koon▇▇ ▇▇ follows, all of which will continue in effect subsequent to the Closing: (a) The Issuer is a municipal corporation incorporated as a city of the second class corporation, legally incorporated, validly existing and in good standing under the laws of the State of KansasMaryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. (b) The governing body of the Issuer did enact the Ordinance; it has been signed by a Common Stock is duly authorized official of the Issuer, it has been published once in the official city newspaper as required by lawauthorized, and it is presently upon sale in full force accordance with the Prospectus, will be validly issued, fully paid and effect and has not been amended or modifiednon-assessable. (c) The offer and sale of the Common Stock will be registered or exempt from securities registration under the laws of each State, and Issuer will take all action necessary to register the Common Stock or insure the availability of an exemption in all such States. (d) Issuer will circulate the Prospectus only in such of the States in which the offer and sale of the Common Stock has been registered or is exempt from securities registration. (e) Issuer will deliver to all offerees and their representatives, or if required, to Koon▇▇ ▇▇▇ delivery by Koon▇▇ ▇▇ offerees identified by Issuer and their representatives, copies of the Issuer's Prospectus and any additional information, documents and instruments which Issuer with consent of Koonce deems necessary to comply with federal and state securities laws, rules, regulations and judicial and administrative interpretations relating to the Offering. Issuer has full power provided Koon▇▇ ▇▇▇ review all materials to be delivered to offerees and authority their representatives, and will provide to execute Koon▇▇ ▇▇▇ additional or supplemental materials to be so delivered to offerees in the States. Such materials shall disclose the limited nature of the services provided by Koon▇▇. (f) The Registration Statement and deliver Prospectus, and any other offering documents provided to Koon▇▇ ▇▇ Issuer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Indenturestatements therein not misleading in light of the circumstances under which they were made. (g) Issuer will take all action necessary so that any subscribers' checks it may receive are transmitted to the Escrow Agent by noon of the next business day following receipt, the Site Lease, the Project Lease, the Bond Purchase Agreement and shall notify Koon▇▇ ▇▇ any and all other documents reasonably necessary amounts so transmitted. (h) Issuer will promptly notify Koon▇▇ ▇▇ any subscriptions from persons residing in connection with the Indenture, States which it rejects for any reason. (i) Issuer will not authorize the Project Lease, release of funds relating to subscriptions in the Site Lease States unless and the Bond Purchase until Koon▇▇ ▇▇▇ll have authorized such release as contemplated hereby. (j) This Agreement (the "Issuer Documents"); the Issuer Documents have has been duly and validly authorized, executed and delivered by Issuer and is the Issuer in the manner authorized and constitute legal, valid and binding obligations agreement of the Issuer enforceable in accordance with their its terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion. (d) The execution, delivery and performance of the Issuer Documents will not conflict with or constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument known to it to which the Issuer is a party or by which it is bound. (e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents. (f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate.

Issuer's Representations. The Issuer represents, covenants makes the following representations and warrants, to the best of its knowledge and belief, as followswarranties, all of which will continue in effect subsequent to the shall survive Closing: (a) The information with respect to the Issuer is a municipal corporation incorporated contained in the Preliminary Official Statement and in the Final Official Statement is, and, as a city such information may be amended or supplemented as of the second class under the laws Closing Date will be, true and correct in all material respects, and such information does not, and as it may be amended or supplemented as of the State Closing Date will not, include any untrue statement of Kansasa material fact or omit to state a material fact necessary to make the statements in the Preliminary Official Statement and the Official Statement relating to the Issuer, in the light of the circumstances under which they were made, not misleading. The copies of the Final Official Statement delivered to the Underwriter on the date hereof have been duly signed and delivered by the Issuer. (b) The governing Issuer is a duly constituted and validly existing governmental agency and body politic and corporate of the Issuer did enact State of Texas, with full legal right, power and authority under and pursuant to Chapters 30 and 383, Texas Water Code (the Ordinance; it has been signed "Enabling Legislation"), to execute and deliver this Purchase Agreement, the Installment Agreement and the Indenture, to sign and deliver the Official Statement, to carry out and consummate the transactions contemplated by a duly authorized official each of the Issuer, it has been published once in the official city newspaper as required by lawforegoing and all other agreements relating thereto, and it is presently in full force to issue, sell and effect deliver the Refunding Bonds for the purpose of refunding all or any part of outstanding Series 1977 Bonds and has not been amended or modifiedSeries 1974A Bonds. (c) The Issuer has full legal right, power and authority and has taken all necessary action and has complied with all applicable provisions of law required (i) to adopt the Resolution, (ii) to execute and deliver this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, (iii) to issue and sell the Refunding Bonds to the Underwriter pursuant hereto and to the Indenture and (iv) to carry out and consummate all other transactions contemplated by each of such documents, and the Issuer has complied with all applicable provisions of law in all matters relating to such transactions. (d) The Issuer has duly authorized (i) the delivery and due performance of the Resolution and the execution, delivery and due performance of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, including, without limitation, the issuance and sale of the Refunding Bonds to the Underwriter, (ii) the execution and delivery of the Official Statement by the Issuer and the distribution of the Preliminary Official Statement and the Official Statement and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by each of the foregoing. None of the proceedings or actions taken by the Issuer with respect to any of the Refunding Bonds, the Indenture, the Site LeaseInstallment Agreement, the Project LeasePreliminary Official Statement, the Bond Official Statement or this Purchase Agreement and any and all other documents reasonably necessary in connection with have been repealed, rescinded or revoked. The Official Statement is deemed final by the IndentureIssuer for purposes of Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, the Project Lease, the Site Lease and the Bond Purchase Agreement as amended (the "Issuer DocumentsExchange Act"); . (e) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer Documents have is a bond issuer whose arbitrage certifications may not be relied upon. (f) The Resolution has been duly adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding act of the Issuer. This Purchase Agreement has been duly executed and delivered by the Issuer in and constitutes the manner authorized and constitute legal, valid and binding obligations obligation of the Issuer enforceable against the Issuer in accordance with their its terms, except subject, as to the extent limited by or subject enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights, rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Installment Agreement and the exercise Indenture each will be duly executed by the Issuer and, when delivered, each will constitute the legal, valid and binding obligation of judicial discretionthe Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (dg) The executionWhen delivered to and paid for by the Underwriter at Closing in accordance with the provisions of this Purchase Agreement, delivery the Refunding Bonds initially delivered will have been duly approved by the Attorney General of the State of Texas and performance registered by the Comptroller of Public Accounts of the State of Texas, and the Refunding Bonds will be duly authorized, executed, issued and delivered and will constitute legal, valid, binding and enforceable special obligations of the Issuer Documents in accordance with their terms and in conformity with the Enabling Legislation and will be entitled to the benefit and security of the Installment Agreement, the Resolution and the Indenture. (h) No approval, permit, consent or authorization of any governmental or public agency, authority or person not already obtained (other than the approval of the Attorney General of the State of Texas with respect to the Refunding Bonds, the registration of the Refunding Bonds by the Comptroller of Public Accounts of the State of Texas and the order of the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), authorizing the Company's obligations with respect to the Refunding Bonds and the Installment Agreement, which approvals and orders shall be obtained on or prior to the Closing Date, the receipt of which are expressly made a condition to the Issuer's, the Underwriter's and the Company's respective obligations to issue, purchase and sell the Refunding Bonds hereunder and under the Letter of Representation; and other than any approvals that might be required under the Blue Sky or securities laws of any jurisdiction) is required in connection with the issuance and sale of the Refunding Bonds, the adoption of the Resolution or the execution and delivery by the Issuer of the Refunding Bonds, the Installment Agreement, the Indenture or this Purchase Agreement or the performance of its obligations under any of such instruments. (i) The adoption of the Resolution, the issuance and sale of the Refunding Bonds, the acceptance of the Letter of Representation, the execution and delivery by the Issuer of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, the execution and delivery by the Issuer of the Official Statement and compliance with the provisions hereof and thereof, will not conflict with with, violate or result in a breach of any provision of, or constitute a default (or an event which with notice or passage of time, or both, would constitute a default) on the part of the Issuer a material breach under, any indenture, commitment, agreement or default under any agreement, indenture or other instrument known to it to which the Issuer is a party or by which it is bound, or under any provision of the Texas Constitution or any existing law, rule, regulation, judgment, ordinance, order or decree to which the Issuer (or any of its directors or officers in their respective capacities as such) is subject, or result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property, assets or revenues of the Issuer, except as provided in the Refunding Bonds and the Indenture. (ej) The Issuer has duly is solvent and validly authorized the taking on since its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and creation, the Issuer Documentshas not been in default in the payment of principal of, premium, if any, or interest on, or otherwise been in default with respect to, any of its bonds, notes or other securities or any legally authorized obligation issued or guaranteed by it; and no bankruptcy or insolvency proceedings have been taken by or against the Issuer. (fk) Payments under the Installment Agreement, the Indenture, the Resolution and the Refunding Bonds, and the interest on the Refunding Bonds, are not subject to taxation in the State of Texas. No legislation, ordinance, rule or regulation has been enacted by, or is currently pending before, any governmental body, department or agency of the State of Texas, nor has any decision been rendered by any court of competent jurisdiction of the State of Texas, which would adversely affect the exemption from all taxation in the State of Texas of (i) any payments under the Installment Agreement, the Indenture, the Resolution or the Refunding Bonds and the interest on the Refunding Bonds or (ii) all bonds and obligations of the general character of the Refunding Bonds. There are no stamp, documentary, transfer or like taxes in the State of Texas which would be applicable to the original issuance or subsequent transfers of the Refunding Bonds. (l) There is not now no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, governmental agency or body or arbitrator, pending or, to the knowledge best of the officials knowledge of the Issuer, threatened any litigation seeking (nor to restrain or enjoin the issuance or delivery best of the Bondsknowledge of the Issuer is there any basis therefor), or contesting or questioning (i) which in any way questions the validity of the BondsEnabling Legislation, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority powers of the Issuer referred to enact in paragraphs (b) and (c) of this Section 3 above, or the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge validity of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation any proceedings taken by the Issuer to in connection with the Purchaser as to the truth issuance and sale of the statements made Refunding Bonds, or wherein an unfavorable decision, ruling or finding might adversely affect the transactions contemplated hereby or by the Installment Agreement, the Indenture or the Official Statement or which, in such certificateany way, might adversely affect the validity or enforceability of the Refunding Bonds, the Resolution, the Installment Agreement, the Indenture or this Purchase Agreement (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or hereby) or the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds.

Issuer's Representations. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows, all of which will continue in effect subsequent to the Closing: (a) The Issuer is a municipal corporation incorporated as a city of the second class under the laws of the State of Kansas. (b) The governing body of the Issuer did enact the Ordinance; it has been signed by a duly authorized official of the Issuer, it has been published once in the official city newspaper as required by law, and it is presently in full force and effect and has not been amended or modified. (c) The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, Lease the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); the Issuer Documents have been duly executed and delivered by the Issuer in the manner authorized and constitute legal, valid and binding obligations of the Issuer in accordance with their terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion. (d) The execution, delivery and performance of the Issuer Documents will not conflict with or constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument known to it to which the Issuer is a party or by which it is bound. (e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents. (f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate.

Issuer's Representations. The Issuer represents, covenants makes the following representations and warrants, to the best of its knowledge and belief, as followswarranties, all of which will continue in effect subsequent to the shall survive Closing: (a) The information with respect to the Issuer is a municipal corporation incorporated contained in the Preliminary Official Statement and in the Final Official Statement is, and, as a city such information may be amended or supplemented as of the second class under the laws Closing Date will be, true and correct in all material respects, and such information does not, and as it may be amended or supplemented as of the State Closing Date will not, include any untrue statement of Kansasa material fact or omit to state a material fact necessary to make the statements in the Preliminary Official Statement and the Official Statement relating to the Issuer, in the light of the circumstances under which they were made, not misleading. The copies of the Final Official Statement delivered to the Underwriter on the date hereof have been duly signed and delivered by the Issuer. (b) The governing Issuer is a duly constituted and validly existing governmental agency and body politic and corporate of the Issuer did enact State of Texas, with full legal right, power and authority under and pursuant to Chapters 30 and 383, Texas Water Code (the Ordinance; it has been signed "Enabling Legislation"), to execute and deliver this Purchase Agreement, the Installment Agreement and the Indenture, to sign and deliver the Official Statement, to carry out and consummate the transactions contemplated by a duly authorized official each of the Issuer, it has been published once in the official city newspaper as required by lawforegoing and all other agreements relating thereto, and it is presently in full force to issue, sell and effect deliver the Refunding Bonds for the purpose of refunding all or any part of outstanding Series 1977 Bonds and has not been amended or modifiedSeries 1974A Bonds. (c) The Issuer has full legal right, power and authority and has taken all necessary action and has complied with all applicable provisions of law required (i) to adopt the Resolution, (ii) to execute and deliver this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, (iii) to issue and sell the Refunding Bonds to the Underwriter pursuant hereto and to the Indenture and (iv) to carry out and consummate all other transactions contemplated by each of such documents, and the Issuer has complied with all applicable provisions of law in all matters relating to such transactions. (d) The Issuer has duly authorized (i) the delivery and due performance of the Resolution and the execution, delivery and due performance of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, including, without limitation, the issuance and sale of the Refunding Bonds to the Underwriter, (ii) the execution and delivery of the Official Statement by the Issuer and the distribution of the Preliminary Official Statement and the Official Statement and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by each of the foregoing. None of the proceedings or actions taken by the Issuer with respect to any of the Refunding Bonds, the Indenture, the Site LeaseInstallment Agreement, the Project LeasePreliminary Official Statement, the Bond Official Statement or this Purchase Agreement and any and all other documents reasonably necessary in connection with have been repealed, rescinded or revoked. The Official Statement is deemed final by the IndentureIssuer for purposes of Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, the Project Lease, the Site Lease and the Bond Purchase Agreement as amended (the "Issuer DocumentsExchange Act"); . (e) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer Documents have is a bond issuer whose arbitrage certifications may not be relied upon. (f) The Resolution has been duly adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding act of the Issuer. This Purchase Agreement has been duly executed and delivered by the Issuer in and constitutes the manner authorized and constitute legal, valid and binding obligations obligation of the Issuer enforceable against the Issuer in accordance with their its terms, except subject, as to the extent limited by or subject enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights, rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Installment Agreement and the exercise Indenture each will be duly executed by the Issuer and, when delivered, each will constitute the legal, valid and binding obligation of judicial discretionthe Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (dg) The executionWhen delivered to and paid for by the Underwriter at Closing in accordance with the provisions of this Purchase Agreement, delivery the Refunding Bonds initially delivered will have been duly approved by the Attorney General of the State of Texas and performance registered by the Comptroller of Public Accounts of the State of Texas, and the Refunding Bonds will be duly authorized, executed, issued and delivered and will constitute legal, valid, binding and enforceable limited obligations of the Issuer Documents in accordance with their terms and in conformity with the Enabling Legislation and will be entitled to the benefit and security of the Installment Agreement, the Resolution and the Indenture. (h) No approval, permit, consent or authorization of any governmental or public agency, authority or person not already obtained (other than the approval of the Attorney General of the State of Texas with respect to the Refunding Bonds, the registration of the Refunding Bonds by the Comptroller of Public Accounts of the State of Texas and the order of the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), authorizing the Company's obligations with respect to the Refunding Bonds and the Installment Agreement, which approvals and orders shall be obtained on or prior to the Closing Date, the receipt of which are expressly made a condition to the Issuer's, the Underwriter's and the Company's respective obligations to issue, purchase and sell the Refunding Bonds hereunder and under the Letter of Representation; and other than any approvals that might be required under the Blue Sky or securities laws of any jurisdiction) is required in connection with the issuance and sale of the Refunding Bonds, the adoption of the Resolution or the execution and delivery by the Issuer of the Refunding Bonds, the Installment Agreement, the Indenture or this Purchase Agreement or the performance of its obligations under any of such instruments. (i) The adoption of the Resolution, the issuance and sale of the Refunding Bonds, the acceptance of the Letter of Representation, the execution and delivery by the Issuer of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, the execution and delivery by the Issuer of the Official Statement and compliance with the provisions hereof and thereof, will not conflict with with, violate or result in a breach of any provision of, or constitute a default (or an event which with notice or passage of time, or both, would constitute a default) on the part of the Issuer a material breach under, any indenture, commitment, agreement or default under any agreement, indenture or other instrument known to it to which the Issuer is a party or by which it is bound, or under any provision of the Texas Constitution or any existing law, rule, regulation, judgment, ordinance, order or decree to which the Issuer (or any of its directors or officers in their respective capacities as such) is subject, or result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property, assets or revenues of the Issuer, except as provided in the Refunding Bonds and the Indenture. (ej) The Issuer has duly is solvent and validly authorized the taking on since its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and creation, the Issuer Documentshas not been in default in the payment of principal of, premium, if any, or interest on, or otherwise been in default with respect to, any of its bonds, notes or other securities or any legally authorized obligation issued or guaranteed by it; and no bankruptcy or insolvency proceedings have been taken by or against the Issuer. (fk) Payments under the Installment Agreement, the Indenture, the Resolution and the Refunding Bonds, and the interest on the Refunding Bonds, are not subject to taxation in the State of Texas. No legislation, ordinance, rule or regulation has been enacted by, or is currently pending before, any governmental body, department or agency of the State of Texas, nor has any decision been rendered by any court of competent jurisdiction of the State of Texas, which would adversely affect the exemption from all taxation in the State of Texas of (i) any payments under the Installment Agreement, the Indenture, the Resolution or the Refunding Bonds and the interest on the Refunding Bonds or (ii) all bonds and obligations of the general character of the Refunding Bonds. There are no stamp, documentary, transfer or like taxes in the State of Texas which would be applicable to the original issuance or subsequent transfers of the Refunding Bonds. (l) There is not now no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, governmental agency or body or arbitrator, pending or, to the knowledge best of the officials knowledge of the Issuer, threatened any litigation seeking (nor to restrain or enjoin the issuance or delivery best of the Bondsknowledge of the Issuer is there any basis therefor), or contesting or questioning (i) which in any way questions the validity of the BondsEnabling Legislation, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority powers of the Issuer referred to enact in paragraphs (b) and (c) of this Section 3 above, or the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge validity of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation any proceedings taken by the Issuer to in connection with the Purchaser as to the truth issuance and sale of the statements made Refunding Bonds, or wherein an unfavorable decision, ruling or finding might adversely affect the transactions contemplated hereby or by the Installment Agreement, the Indenture or the Official Statement or which, in such certificateany way, might adversely affect the validity or enforceability of the Refunding Bonds, the Resolution, the Installment Agreement, the Indenture or this Purchase Agreement (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or hereby) or the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds.

Issuer's Representations. The Issuer represents, covenants represents to and warrants, to agrees with the best of its knowledge and belief, as follows, all of which will continue in effect subsequent to the ClosingUnderwriter that: (a) The Issuer is a municipal corporation incorporated as a city duly organized and validly existing, with full legal right, power and authority to cause the sale, execution and delivery of the second class Obligations to the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the laws Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each of the State of KansasIssuer Documents and the Official Statement. (b) The governing body Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer did enact Documents and the Ordinance; it has been signed by a duly authorized official offering, sale, execution and delivery of the Issuer, it has been published once Obligations upon the terms set forth herein and in the official city newspaper as Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by lawlaw and at which a quorum was present and acting throughout, and it is presently in full force and effect and has not been amended or modifiedrepealed. (c) The Issuer Documents and the Obligations conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement, and the Obligations, when duly executed and authenticated in accordance with the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein). (d) The Issuer has full power executed and authority to delivered or will execute and deliver on or before the IndentureClosing Date, each of the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); . Each of the Issuer Documents have been duly executed and delivered by constitutes, or will, as of the Issuer in the manner authorized and constitute Closing Date, constitute, a legal, valid and binding obligations obligation of the Issuer enforceable in accordance with their its terms, except to as the extent enforceability of thereof may be limited by or subject to application of bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors' rights, ’ rights generally from time to time in effect and from the application of general principles of equity or and from public policy limitations on the exercise of judicial discretionany rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (de) The executionIssuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer Documents Issuer’s obligations therein and herein will not in any material respect conflict with with, violate or result in a breach of or constitute on a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the part creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer a material breach (except as described in or default contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture indenture, bond, note or resolution or any material agreement or other instrument known to it to which the Issuer is a party or by to which it the Issuer or any of its property or assets is bound. otherwise subject (e) The Issuer has duly and validly authorized including, without limitation, the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance Resolution and the Issuer Documents). (f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate.