Common use of Representations and Warranties of the City Clause in Contracts

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. 4.01. The City makes hereby represents and warrants that the following representations statements shall be true and warranties to the Authority correct as of the date hereof: (a) the representations and warranties of the execution City contained in Article Five of the Agreement and delivery in each of this Installment Purchase Agreement the Related Documents are true and correct on and as of the Delivery Date date hereof as though made on and as of such date (such except to the extent the same expressly relate to an earlier date and except that the representations and warranties to remain operative and contained in full force and effect regardless of delivery Section 5.5 of the 2022 Bonds Agreement shall be deemed to refer to the most recent financial statements of the City delivered to the Bank pursuant to Section 6.1(a) of the Agreement); and (b) no Potential Default or Event of Default has occurred and is continuing or would result from the execution of this Amendment. 4.02. In addition to the representations given in Article Five of the Agreement, the City hereby represents and warrants as follows: (a) The execution, delivery and performance by the City of the Fee Agreement, this Amendment and the performance by the City of the Agreement, as amended hereby, are within its powers, have been duly authorized by all necessary action and do not contravene any law, rule or regulation, any judgment, order or decree or any investigations by contractual restriction binding on or on behalf of affecting the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase AgreementCity. (iib) The officers No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the City of the Fee Agreement, this Amendment or the performance by the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute of the sameAgreement, as amended hereby. (iiic) This Installment Purchase The Fee Agreement has and this Amendment have been duly authorized, executed and delivered by and the CityFee Agreement, this Amendment and constitutes a the Agreement, as amended hereby, constitute legal, valid and binding agreement obligations of the City enforceable against the City in accordance with its their respective terms. , except that (ivi) The execution the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, liquidation, moratorium and delivery other laws relating to or affecting the enforcement of this Installment Purchase Agreementcreditors’ rights and remedies generally, as the consummation same may be applied in the event of the transactions herein contemplated and the fulfillment of bankruptcy, reorganization, insolvency, liquidation or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets similar situation of the City, which conflict, violation, breach, default, lien, charge and (ii) no representation or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority warranty is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except expressed as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance availability of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Componentsequitable remedies. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):the (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2015-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Electric System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsElectric System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Electric System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsElectric System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2020 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2020-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations represents and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):warrants that: (ia) The the City is a municipal corporation organized and existing “Home Rule City,” acting as such under a charter duly and regularly adopted pursuant to the provisions of the Constitution and laws of the State, and has full legal right, power and authority to enter into this Installment Purchase Agreement (i) own, operate and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized maintain the execution and delivery of this Installment Purchase Agreement. Systems, (ii) The officers of adopt the City executing this Installment Purchase Ordinance and the Reimbursement Agreement are duly and properly in office and fully authorized to execute the same. Ordinance, (iii) This Installment Purchase execute and deliver this Reimbursement Agreement has been duly authorizedand the Related Documents, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution issue and deliver the Notes, (v) pledge the Security, and (vi) perform fully and completely all its obligations and liabilities under the Ordinance, the Reimbursement Agreement Ordinance and this Reimbursement Agreement and under the Related Documents; (b) the adoption and performance of the Ordinance and the issuance of the Notes thereunder and the adoption and performance of the Reimbursement Agreement Ordinance and the execution, delivery and performance of this Installment Purchase Agreement, the consummation of the transactions herein contemplated Reimbursement Agreement and the fulfillment of or compliance with Related Documents on the terms and conditions hereof, hereof and thereof have been duly authorized by all necessary action on the part of the City and will not in violate or contravene any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter constitutional provisions or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable existing law or administrative rule or regulation, or any applicable court order or administrative decree or orderof any Governmental Authority, or violate or cause a default under the Parity Note Ordinance any trust agreement, mortgage, deed of trust, loan agreement, leaseordinance previously issued by the City or under the Parity Reimbursement Agreement or under any indenture, contract or other agreement to which the City is a party or by which that is binding upon it or any of its properties are otherwise subject property; provided, however, that no representation or bound, or result in warranty is made hereunder with respect to the creation or imposition indemnification provisions of this Reimbursement Agreement; (c) no consent of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, Person and no consentlicense, permission, authorization, order approval or license authorization of, nor notice to or registration, filing or registration declaration with, any governmental authority Governmental Authority (other than any action that may be required under any state securities or blue sky laws) is necessary required in connection with the execution and delivery adoption, performance, validity or enforceability of this Installment Purchase Agreementthe Ordinance, the Reimbursement Agreement Ordinance, the issuance, validity or enforceability of’ the Notes, or the consummation execution, delivery, performance, validity or enforceability of any transaction herein contemplated, this Reimbursement Agreement or the fulfillment of or compliance with Related Documents or, if required, the terms and conditions hereof, except as have same has been obtained or made and as are is in full force and effect or, if not yet obtained, will be obtained on or before the Date of Issuance and except will be in full force and effect on such other permits date, and true copies thereof have been, or will be, delivered to the Bank on or before the Date of Issuance; (d) the Ordinance, the Reimbursement Agreement Ordinance, this Reimbursement Agreement and the Related Documents constitute, and the Notes, when issued, will constitute, legal, valid and binding agreements or obligations, as the City contemplates obtaining in due course.case may (vie) There there are no easementsactions, encumbrances suits or interests with respect to the Components which prohibit or materially impair the executionproceedings pending or, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, threatened against or affecting it or its properties before any Governmental Authority in which there is reasonable possibility of an adverse decision which could materially and adversely affect the City business, financial position or the assets, properties or results of operations of the City whichor which in any manner questions the validity of the Ordinance, if determined adversely the Reimbursement Agreement Ordinance or this Reimbursement Agreement or any of the Related Documents or the City’s ability to the City or its interests, would have a material adverse effect upon the consummation of carry out the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System.hereby and thereby; (ixf) No no written information, exhibit or report information furnished to the Authority by the City to the Bank in connection with the negotiation of Ordinance, the Reimbursement Agreement Ordinance or this Installment Purchase Agreement, and no official statement Reimbursement Agreement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, any Related Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements statement made therein, in the light of the circumstances under in which they were made, not misleading.misleading in any material respect; (xg) All financial statements the Ordinance, together with the Reimbursement Agreement Ordinance and information heretofore delivered to this Reimbursement Agreement creates a valid lien on, pledge of, and security interest in the Authority by City, including without limitation, information relating to Security as security for the financial condition Notes and for the repayment of the Water SystemCity’s obligations under this Reimbursement Agreement and all action necessary to perfect the lien on, fairly pledge of, and accurately present security interest of the financial position thereof and have been prepared (except where specifically noted therein) Bank in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there Security has been no material adverse change in the financial condition or results of operations of the Water System.duly and validly taken; (xih) The the City has good and marketable title not taken any action, or omitted to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing take any action, which constitutes a default, or which with the giving of notice or the passage of time or both could the giving of notice, or both, would constitute a default, under any ordinance, indenture, agreement or other instrument pursuant to which any outstanding Priority Lien Obligations have been issued; and (i) (1) under this Installment Purchase Agreementthe City hereby makes to the Bank the same representations and warranties as are made by the City in, or (2) are incorporated by the City in, the Ordinance, the Reimbursement Agreement Ordinance or any of the Related Documents, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference with respect the same effect as if each and every such representation and warranty and defined term was set forth herein in its entirety. No amendment to any order such representation and warranty or decree of any court defined term made pursuant to the Ordinance, the Reimbursement Agreement Ordinance or any order, regulation Related Document shall be effective to amend such representation and warranty or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect such defined term as incorporated by reference herein without the consummation prior consent of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water SystemBank. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2014-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2014-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2016 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2016 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations hereby represents and warranties warrants to the Authority Navy as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):follows: (ia) The City is a municipal corporation charter city and county, organized and existing under a charter duly and regularly adopted pursuant to the provisions by virtue of the Constitution of the StateState with full power, has full legal righton behalf of the Pledging IFD, power to execute this Subordinate Pledge Agreement and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the perform its obligations hereunder. (b) The execution and delivery of this Installment Purchase Agreementthe Subordinate Pledge Agreement and the performance of its obligations hereunder and thereunder has been duly authorized by the City. (iic) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Subordinate Pledge Agreement has been duly authorized, executed and delivered by the City, City on behalf of the Pledging IFD and constitutes a the legal, valid and binding agreement obligation of the City on behalf of the IFD enforceable against upon the City in accordance with its terms. (ivd) The execution and delivery of this Installment Purchase Agreement, the Subordinate Pledge Agreement by the City on behalf of the Pledging IFD and the consummation of the transactions herein on its part contemplated hereby and the fulfillment of or compliance with the terms and conditions hereof, will thereby do not in any material respect conflict with or constitute a violation or breach of or a default under or result in a violation of (with due notice i) the IFD Act, (ii) any constitutional or statutory provision or order, rule, regulation or ordinance, or any order, decree or judgment of any court or governmental authority having jurisdiction over the passage of time or both) underCity, the Charter Pledging IFD or any indentureof its properties, mortgage, deed of trust, agreement, lease, contract or other (iii) any agreement or instrument to which the City it is a party or by which it or its properties are otherwise subject or is bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viiie) There is no action, suit, proceeding, inquiry or investigation, investigation before or by any court court, public board or federal, state, municipal body pending against or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, threatened against or affecting the City or the assetsPledging IFD wherein an unfavorable decision, properties ruling or operations finding would adversely affect (i) the validity or enforceability of, or the authority or ability of the City whichCity, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation on behalf of the transactions contemplated by or Pledging IFD, to perform its obligations under the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Subordinate Pledge Agreement, or (2ii) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated to be performed by this Installment Purchase Agreement or the IndentureCity, or the financial condition, assets, properties or operations on behalf of the Water SystemPledging IFD, under the Subordinate Pledge Agreement. (xiiif) The City acknowledges, represents and warrants that it understands the nature and structure pledge of the transactions relating to Net Available Increment in the refinancing of manner set forth in this Subordinate Pledge Agreement does not violate the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any adviceIFD Act.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2015-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2015- A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in City: analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2024-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2024-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2020 Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2020 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Distribution System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsDistribution System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2024- A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Electric System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsElectric System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water Electric System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2024- A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water Electric System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water Electric System. (xi) The City has good and marketable title to the Components Electric System Assets free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) ) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Electric System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the ComponentsElectric System Assets; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City hereby makes the following representations and warranties to the Authority as of the date of the execution warranties: (a) The Redevelopment Plan has been duly adopted in compliance with all Applicable Laws and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and is currently in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):effect. (ib) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to has the provisions of the Constitution of the Statelegal power, has full legal right, power right and authority to enter into this Installment Purchase Subsequent Developer Agreement and the instruments and documents referenced herein to carry out and which the City is a Party, to consummate all the transactions contemplated by this Installment Purchase Agreement hereby, to take any steps or actions contemplated hereby, and by proper action to perform its obligations hereunder and has duly authorized the execution and delivery of executed this Installment Purchase Subsequent Developer Agreement. (iic) The officers All requisite action has been taken by the City and all requisite consents have been obtained in connection with the entering into this Subsequent Developer Agreement and the instruments and documents referenced herein to which the City is a Party, and the consummation of the transaction contemplated hereby, and to the best of the City's knowledge and belief are authorized by all Applicable Laws. To the best knowledge of the City executing there are no writs, injunctions, orders or decrees of any court or governmental body that would be violated by the City entering into or performing its obligations under this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the sameSubsequent Developer Agreement. (iiid) This Installment Purchase Subsequent Developer Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, is valid and legally binding agreement of upon the City and enforceable against the City in accordance with its terms. (iv) The terms pursuant to all Applicable Laws and the execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of thereof does not constitute a default under or compliance with violate the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract agreement or other agreement or instrument to which the City is a party Party or by which it or its properties are otherwise subject or is bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (viie) The City has found and determined represents that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens best of the Cityits knowledge and belief, in accordance with Section 6586 of the Bond Law. (viii) There there is no action, suit, proceeding, inquiry proceeding or investigation, before investigation now pending or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against nor any basis therefor, known or affecting the City or the assets, properties or operations of the City which, if determined adversely believed to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or exist which questions the validity of this Installment Purchase Subsequent Developer Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 2009-A Bonds or any investigations by or on behalf of the Authority or the results thereof): (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, under the Charter or any indenture, trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or law, administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City or the Authority contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components Distribution System Assets which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the ComponentsDistribution System Assets. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations hereby represents and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):warrants that: (ia) The City is a municipal corporation organized body corporate and politic validity existing under a charter duly the Constitution and regularly adopted pursuant to the provisions laws of the Constitution Commonwealth of the State, has Pennsylvania with full legal right, power and authority to enter into and perform its obligations under this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action Intergovernmental Guaranteed Energy Savings Agreement. (b) The City has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers Intergovernmental Guaranteed Energy Savings Agreement and the taking of any and all actions as may be required on its part to carry out and to give effect and to consummate the City executing transactions contemplated by this Installment Purchase Intergovernmental Guaranteed Energy Savings Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase this Intergovernmental Guaranteed Energy Savings Agreement has been duly authorized, executed and delivered by the City, it and constitutes a legal, valid and binding agreement obligation of the City City, enforceable against the City in accordance with its terms. (ivc) The Neither the execution and nor the delivery by it of this Installment Purchase Intergovernmental Guaranteed Energy Savings Agreement, nor its performance of its obligations in connection with the consummation transactions contemplated hereby nor its fulfillment of the transactions herein contemplated and the fulfillment of terms or compliance with the terms and conditions hereofhereof (1) conflicts with, will not violates or results in any material respect conflict with or constitute a violation or breach of any Applicable Laws, or default (with due notice 2) conflicts with, violates or the passage results in a breach of time any term or both) undercondition of any judgment or decree, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument instrument, to which the City is a party or by which it City or any of its properties or assets are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is constitutes a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the Citydefault thereunder. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viiid) There is no action, suitsuit or other proceeding as of the Contract Effective Date, proceeding, inquiry at law or investigationin equity, before or by any court or federal, state, municipal or other governmental authority, pendingpending or, or to the knowledge of the City's best knowledge, after reasonable investigation, threatened, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have having a material adverse effect upon on the consummation right of the transactions contemplated by City to execute this Intergovernmental Guaranteed Energy Savings Agreement or the validity of its ability to comply with its obligations under this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xie) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree knowledge of any court or any order, regulation or demand Applicable Law in effect on the date as of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that this representation is being made which would materially prohibit the performance by the City of this Intergovernmental Guaranteed Energy Savings Agreement and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water Systemhereby. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as Purchaser, all of which shall survive the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):Transaction Documents: (ia) The City is and will be at the date of Closing duly organized and validly existing with the powers and authority of a municipal corporation organized and existing general law city under a charter duly and regularly adopted pursuant to the provisions laws of the Constitution State of California; (b) The City has, and will have at the Statedate of Closing, has full legal right, power and authority to enter into to: (i) execute and deliver this Installment Purchase Agreement, the Site Lease and the Lease Agreement (collectively, the “City Documents”); and to (ii) carry out and consummate all the transactions contemplated by this Installment Purchase Agreement the City Resolution and by proper action the City Documents; (c) By all necessary official action, the City has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers the City Documents pursuant to the City Resolution and California law and approved the adoption or execution and delivery of, and the performance by the City of the obligations on its part in connection with the delivery of the Lease Agreement contained in the Lease Agreement and the other City executing this Installment Purchase Agreement Documents and, as of the date hereof, such authorizations and approvals are duly in full force and properly in office effect and fully authorized to execute the same. (iii) This Installment Purchase Agreement has have not been duly authorizedamended, modified or rescinded. When executed and delivered by the Cityparties thereto, and constitutes a legal, the City Documents will constitute the legally valid and binding agreement obligations of the City enforceable against upon the City in accordance with its their respective terms., except insofar as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and to the extent enforcement may also be subject to the exercise of judicial discretion and the laws of equity in appropriate cases; (ivd) The execution City has complied, and delivery of this Installment Purchase Agreementwill at the Closing be in compliance in all respects, with the obligations on its part to be performed on or prior to the Closing under the City Documents, the consummation of the transactions herein contemplated City Resolution and the fulfillment of or compliance with the terms and conditions hereof, will applicable California law; (e) The City is not in any material respect conflict with or constitute a violation or breach of or default (with due notice nor is it aware of any breach or default) under any applicable constitutional provision, law, or administrative regulation of the State or the passage of time or both) under, the Charter United States or any applicable judgment or decree, or any loan agreement, indenture, mortgagebond, deed of trustnote, resolution, agreement, lease, contract or other agreement or instrument to which the City is a party party, or by which it relates to the Leased Property, or its to which any of the City’s properties or assets are otherwise subject subject, and no event has occurred and is continuing that with the passage of time or boundthe giving of notice, or both, would constitute a default or event of default under any applicable law such instrument; and the execution and delivery of the City Documents, and compliance with the provisions on the City’s part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative rule or regulation, or any applicable court or administrative decree or orderjudgment, or any trust agreement, mortgage, deed of trustdecree, loan agreement, leaseindenture, contract bond, note, resolution, agreement, or other agreement instrument to which the City is a party City, or by which it relates to the Leased Property or its to which any of the City’s properties or assets are otherwise subject or boundsubject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the CityCity or the Leased Property or under the terms of any such law, which conflictregulation or instrument, violationexcept as provided by the City Documents and the City Resolution; (f) All authorizations, breachapprovals, defaultlicenses, lienpermits, charge consents and orders of any governmental authority, legislative body, board, agency or encumbrance might commission having jurisdiction of the matter have consequences been duly obtained that are required for the due authorization by or that would constitute a condition precedent to, or the absence of which would materially and adversely affect the consummation of the transactions contemplated due performance by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary its obligations in connection with the execution and delivery of the City Documents and the sale of the Lease Agreement pursuant to this Installment Purchase Agreement and the Assignment Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use for purposes of the Components. (vii) The City has found and determined that this Installment Purchase Lease Agreement, the Indenture and filing of Form 8038-TC with the transactions contemplated hereby and thereby will provide significant public benefits Internal Revenue Service (or the filing of such other forms as may be prescribed by the Internal Revenue Service); provided, however, any such form shall be filed (or caused to be filed) by the citizens Authority or the City promptly after Closing as to ensure the qualification of the City, in accordance with Lease Agreement as a “new clean renewable energy bond” within the meaning of Section 6586 54C of the Bond Law.Code; (viiig) There As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court court, government agency, public board or federalbody, statepending or, municipal or other governmental authority, pending, or to the best knowledge of the City, after reasonable investigationthreatened against the City, threatenedaffecting or seeking to prohibit, against restrain or enjoin the sale, execution or delivery of the City, or contesting or affecting as to the City the validity or enforceability of the City Documents or the City Resolution in any respect relating to authorization of the City Documents, or contesting the powers of the City or any authority for the assets, properties execution or operations delivery of the Lease Agreement, or in any way questioning the formation or existence of the City, or in any manner contesting the qualification of the Lease Agreement as a “new clean renewable energy bond” within the meaning of Section 54C of the Code; (h) Between the date of this Agreement and the date of Closing, the City which, if determined adversely will not have issued any bonds or notes or incurred (or consented to the issuance of) any other obligations for borrowed money payable from the Lease Payments; and (i) The City acknowledges that its payment obligations under the Lease Agreement shall not be affected by the federal government’s payment of the subsidy payments made available to the City or its interests, would have a material adverse effect upon the consummation under Section 6431 of the transactions contemplated by Code, and that the City does not currently owe or have any liability to the validity of this Installment Purchase Agreement, or upon federal government which could offset the financial condition, assets, properties or operations City’s claim to the subsidy payments under Section 6431 of the Water SystemCode. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.

Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Installment Purchase Agreement and as of the Delivery Date (such representations and warranties to remain operative and in full force and effect regardless of delivery of the 2022 Bonds or any investigations by or on behalf of the Authority or the results thereof):the (i) The City is a municipal corporation organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery of this Installment Purchase Agreement. (ii) The officers of the City executing this Installment Purchase Agreement are duly and properly in office and fully authorized to execute the same. (iii) This Installment Purchase Agreement has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms. (iv) The execution and delivery of this Installment Purchase Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not in any material respect conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under, the Charter or any indenture, mortgage, deed of trust, agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any trust agreement, mortgage, deed of trust, loan agreement, lease, contract or other agreement to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement, or the financial condition, assets, properties or operations of the City. (v) No consent or approval of any trustee or holder of any indebtedness of the City or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Installment Purchase Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect and except such other permits as the City contemplates obtaining in due course. (vi) There are no easements, encumbrances or interests with respect to the Components which prohibit or materially impair the execution, delivery and performance of this Installment Purchase Agreement or the Indenture or the acquisition or use of the Components. (vii) The City has found and determined that this Installment Purchase Agreement, the Indenture and the transactions contemplated hereby and thereby will provide significant public benefits to the citizens of the City, in accordance with Section 6586 of the Bond Law. (viii) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by or the validity of this Installment Purchase Agreement, or upon the financial condition, assets, properties or operations of the Water System. (ix) No written information, exhibit or report furnished to the Authority by the City in connection with the negotiation of this Installment Purchase Agreement, and no official statement or other offering document in connection with the issuance of the 2022 2016-A Bonds, if any, as of its date or as of the date hereof, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) All financial statements and information heretofore delivered to the Authority by City, including without limitation, information relating to the financial condition of the Water System, fairly and accurately present the financial position thereof and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Water System. (xi) The City has good and marketable title to the Components free and clear from all material encumbrances. (xii) The City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) (1) under this Installment Purchase Agreement, or (2) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Installment Purchase Agreement or the Indenture, or the financial condition, assets, properties or operations of the Water System. (xiii) The City acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the refinancing of the Components; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which the City is a party or of which it is a beneficiary, including the Indenture; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Installment Purchase Agreement and the Indenture or otherwise relied on the Authority for any advice.