Common use of Representations by the County Clause in Contracts

Representations by the County. The County represents that: (a) The County is a county and political subdivision duly organized and existing under the laws of the State. The County is authorized by the Act to enter into this Agreement, the Indenture and the Purchase Contract, and to carry out the transactions contemplated hereby and thereby and to carry out its obligations hereunder and thereunder and has duly authorized the execution and delivery of this Agreement, the Indenture and the Purchase Contract. (b) Consistent with the understanding between the County and the Borrower, the County has loaned the Borrower the proceeds of the Series 2022 Bonds and will loan the Borrower the proceeds of the Series 2022B Bonds, all to provide for the financing of the Taxable Series 2022 Project and the Taxable Series 2022B Project, respectively. (c) To finance the Costs of the Project, the County will issue the Bonds in one or more series, in an aggregate principal amount not to exceed $160,000,000. The Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture. (d) To finance the Costs of the Taxable Series 2022 Project, the County has issued the Series 2022 Bonds in the aggregate principal amount of $135,000,000. To finance the Costs of the Taxable Series 2022B Project, the County will issue the Series 2022B Bonds in the aggregate principal amount of $25,000,000. The Series 2022 Bonds and the Series 2022B Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture. (e) The County has taken all necessary action and has complied with all provisions of the law required to make this Agreement a valid and binding limited obligation of the County, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy; as a limited obligation the Series 2022 Bonds and the Series 2022B Bonds shall be payable solely from, and secured by an assignment and pledge by the County to the Trustee of the amounts to be received by the County pursuant to the Loan Agreement and shall never constitute the debt or indebtedness of the County within the meaning of any provision or limitation of the constitution or statutes of the State or of any charter of any political subdivision thereof, including the County, and shall not constitute nor give rise to a pecuniary liability or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or a charge against its general credit or taxing powers. (f) There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or, to the current actual knowledge of the County, threatened against the County which (i) affects or seeks to prohibit, restrain or enjoin the issuance, execution or delivery of the Series 2022 Bonds or the Series 2022B Bonds, the origination of the loan or the lending of the proceeds of the Series 2022 Bonds or the Series 2022B Bonds to the Borrower, or the execution and delivery of the Indenture, this Agreement or the Purchase Agreement, or (ii) affects or questions the validity or enforceability of the Series 2022 Bonds, the Series 2022B Bonds, the Indenture, this Agreement or the Purchase Contract. (g) Neither the execution and delivery of this Agreement; the Indenture or the Purchase Contract, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Indenture, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien of any nature whatsoever upon any of the property or assets of the County under the terms of any instrument or agreement.

Representations by the County. The County represents that: (a) The County is a county and political subdivision duly organized and existing under the laws of the State. The County is authorized by the Act to enter into this Agreement, the Indenture and the Purchase Contract, and to carry out the transactions contemplated hereby and thereby and to carry out its obligations hereunder and thereunder and has duly authorized the execution and delivery of this Agreement, the Indenture and the Purchase Contract. (b) Consistent with the understanding between the County and the Borrower, the County has loaned will loan the Borrower the proceeds of the Series 2022 Bonds and will loan the Borrower the proceeds of the Series 2022B Bonds, all to provide for the financing of the Taxable Series 2022 Project and the Taxable Series 2022B Project, respectively. (c) To finance the Costs of the Project, the County will issue the Bonds in one or more series, in an aggregate principal amount not to exceed $160,000,000. The Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture. (d) To finance the Costs of the Taxable Series 2022 Project, the County has issued will issue the Series 2022 Bonds in the aggregate principal amount of $135,000,000. To finance the Costs of the Taxable Series 2022B Project, the County will issue the Series 2022B Bonds in the aggregate principal amount of $25,000,000. The Series 2022 Bonds and the Series 2022B Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture. (e) The County has taken all necessary action and has complied with all provisions of the law required to make this Agreement a valid and binding limited obligation of the County, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy; as a limited obligation the Series 2022 Bonds and the Series 2022B Bonds shall be payable solely from, and secured by an assignment and pledge by the County to the Trustee of the amounts to be received by the County pursuant to the Loan Agreement and shall never constitute the debt or indebtedness of the County within the meaning of any provision or limitation of the constitution or statutes of the State or of any charter of any political subdivision thereof, including the County, and shall not constitute nor give rise to a pecuniary liability or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or a charge against its general credit or taxing powers. (f) There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or, to the current actual knowledge of the County, threatened against the County which (i) affects or seeks to prohibit, restrain or enjoin the issuance, execution or delivery of the Series 2022 Bonds or the Series 2022B Bonds, the origination of the loan or the lending of the proceeds of the Series 2022 Bonds or the Series 2022B Bonds to the Borrower, or the execution and delivery of the Indenture, this Agreement or the Purchase Agreement, or (ii) affects or questions the validity or enforceability of the Series 2022 Bonds, the Series 2022B Bonds, the Indenture, this Agreement or the Purchase Contract. (g) Neither the execution and delivery of this Agreement; the Indenture or the Purchase Contract, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Indenture, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien of any nature whatsoever upon any of the property or assets of the County under the terms of any instrument or agreement.