Common use of Representations of the Authority Clause in Contracts

Representations of the Authority. The Authority represents that: (a) it is a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Authority which would impair its ability to carry out its obligations contained in this Agreement or the other Operative Documents to which it is a party; (c) it is legally empowered to enter into and perform the transactions contemplated by this Agreement and the other Operative Documents to which it is a party; (d) the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party do not and will not violate or conflict with any provision of law applicable to the Authority, and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Authority is a party or by which it is bound which would have an adverse effect on the Authority’s ability to perform its obligations under any of the Operative Documents to which it is a party (other than such adverse effect which is not material); (e) its Legislative Authority has duly authorized the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party; (f) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by the Authority, will constitute the legal, valid and binding obligations of the Authority, enforceable against it in accordance with the respective terms thereof, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the other Operative Documents to which it is a party by any successor public body.

Representations of the Authority. The Authority represents that: (a) it is a port authority and political subdivision and body corporate and politic will be at the Closing Date duly organized and validly existing under the laws of the State; State of California, has full power and authority to issue the Bonds, to adopt the Resolution, to enter into the Bond Indenture, the Loan Agreement and this Purchase Contract (bcollectively, the “Authority Documents”) it and to perform its obligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is not considered in violation a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Trustee by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the Authority, enforceable in accordance with their terms, in conformity with, and entitled to the benefit and security of the Indenture. By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has authorized and approved the distribution of the Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in conflict equity, before or by any court, governmental agency, public board or body, pending (with any provisions service of process against. the laws of the State Authority having been accomplished) or of the United States of America applicable known to the Authority which would impair its ability to carry out its obligations be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Bonds. As of the date thereof and as of the date hereof, the statements and information contained in this Agreement the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the other Operative Documents to statements and information therein, in light of the circumstances under which it is a party; (c) it is legally empowered to enter into they were made, not misleading. Both at the time of acceptance hereof by the Authority and perform at the transactions contemplated by this Agreement Closing Date, the statements and information contained in the other Operative Documents to which it is a party; (d) Official Statement under the executioncaptions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” are and will be true, delivery correct and performance of this Agreement complete in all material respects, and the other Operative Documents to which it is a party do not and will not violate contain an untrue statement of a material fact or conflict omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with any provision of law applicable respect to which the Borrower agrees to indemnify the Authority, the Treasurer and do notthe Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will notuse its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject. To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or result in constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound bound, which breach or default would have an a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the Operative Documents State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it the Authority is a party (other than such or is otherwise subject, which breach or default would have a material adverse effect which is not material); (e) its Legislative Authority has duly authorized the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party; (f) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by on the Authority, will constitute the legal, valid and binding obligations of the Authority, enforceable against it in accordance with the respective terms thereof, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary ’s ability to be accomplished by it prior to the issuance and delivery of the Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Agreement Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph (__) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the other Operative Documents Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to which it is the Official Statement, the Authority will participate in the amendment or supplement in a party form and in a manner approved by any successor public body.the Underwriter and counsel to the Authority provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower)

Representations of the Authority. The Authority represents that: (a) it is a port authority and political subdivision and body corporate and politic will be at the Closing Date duly organized and validly existing under the laws of the State; State of California, has full power and authority to issue the Bonds, to adopt the Resolution, to enter into the Indenture, the Loan Agreement and this Purchase Contract (bcollectively, the “Authority Documents”) it and to perform its obligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is not considered in violation a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Trustee by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the Authority, enforceable in accordance with their terms, in conformity with, and entitled to the benefit and security of the Indenture. By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has authorized and approved the distribution of the Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in conflict equity, before or by any court, governmental agency, public board or body, pending (with any provisions service of process against. the laws of the State Authority having been accomplished) or of the United States of America applicable known to the Authority which would impair its ability to carry out its obligations be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION – The Authority”, as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Bonds. As of the date thereof and as of the date hereof, the statements and information contained in this Agreement the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the other Operative Documents to statements and information therein, in light of the circumstances under which it is a party; (c) it is legally empowered to enter into they were made, not misleading. Both at the time of acceptance hereof by the Authority and perform at the transactions contemplated by this Agreement Closing Date, the statements and information contained in the other Operative Documents to which it is a party; (d) Official Statement under the executioncaptions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” are and will be true, delivery correct and performance of this Agreement complete in all material respects, and the other Operative Documents to which it is a party do not and will not violate contain an untrue statement of a material fact or conflict omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with any provision of law applicable respect to which the Borrower agrees to indemnify the Authority, the Treasurer and do notthe Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will notuse its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or result in constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound bound, which breach or default would have an a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the Operative Documents State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph ( ) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority, provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower). For 25 days from the end of the underwriting period (as defined in Rule 15c2-12), (a) the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter or the Borrower shall reasonably object in writing or which shall be disapproved by their respective counsel and (b) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a party purchaser, the Authority will forthwith prepare and furnish to the Underwriter and the Borrower (at the expense of the Borrower) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter and counsel for the Authority) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For purposes of this subsection, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. The execution and delivery of this Purchase Contract by the Authority shall constitute a representation by the Authority to the Underwriter that the representations, warranties and agreements contained in this Section [ ] are true as of the date hereof; provided that as to information furnished by the Borrower pursuant to this Purchase Contract and the Letter of Representations or otherwise and in the Preliminary Official Statement and the Official Statement, the Authority is relying on such information in making the Authority’s representations, warranties and agreements; and as to all matters of law, other than such adverse effect which federal tax and securities laws, the Authority is not material); (e) its Legislative Authority has duly authorized relying on the execution, delivery and performance advice of this Agreement and the other Operative Documents counsel to which it is a party; (f) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by the Authority; and as to matters of federal tax law [and securities laws], will constitute the legalAuthority is relying on the advice of Bond Counsel; and provided further that no officer, valid and binding obligations agent or employee or member of the governing body of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein. Conditions to the Obligation of the Authority: No order, enforceable against it in accordance decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the respective terms thereofpurpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated by the Bond Purchase Contract or by the Official Statement. The Authority’s closing fee shall have been paid by wire transfer or in other immediately available funds or arrangements reasonably satisfactory to the Authority shall have been made to pay such fees from the proceeds of the Bonds or otherwise. [Add closing document list other than what the Authority delivers unilaterally.] [For private placements with an investor letter, add a condition that the investor letter be delivered to the Authority if the letter is not included as part of 3 above.] If the conditions to the Authority’s obligations or to the Underwriter’s obligations contained in this Bond Purchase Contract shall not be satisfied, or if the Underwriter’s obligations shall be terminated for any reason permitted herein, this Bond Purchase Contract shall terminate, and neither the Authority nor the Treasurer shall have any further obligation hereunder, except as enforceability may the Borrower shall be limited by the application of bankruptcyobligated with respect to all reasonable fees, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance expenses and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior costs payable to the issuance and delivery of the Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement Authority and the other Operative Documents Treasurer pursuant to which it is a party by any successor public bodySection [expenses section] hereof.

Representations of the Authority. The Authority represents that: (a) it is a port authority and political subdivision and body corporate and politic will be at the Closing Date duly organized and validly existing under the laws of the State; State of California, has full power and authority to issue the Bonds, to adopt the Resolution, to enter into the Indenture, the Loan Agreement and this Purchase Contract (bcollectively, the “Authority Documents”) it and to perform its obligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is not considered in violation a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Trustee by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the Authority, enforceable in accordance with their terms, in conformity with, and entitled to the benefit and security of the Indenture. By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has authorized and approved the distribution of the Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in conflict equity, before or by any court, governmental agency, public board or body, pending (with any provisions service of process against. the laws of the State Authority having been accomplished) or of the United States of America applicable known to the Authority which would impair its ability to carry out its obligations be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION – The Authority”, as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Bonds. As of the date thereof and as of the date hereof, the statements and information contained in this Agreement the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the other Operative Documents to statements and information therein, in light of the circumstances under which it is a party; (c) it is legally empowered to enter into they were made, not misleading. Both at the time of acceptance hereof by the Authority and perform at the transactions contemplated by this Agreement Closing Date, the statements and information contained in the other Operative Documents to which it is a party; (d) Official Statement under the executioncaptions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” are and will be true, delivery correct and performance of this Agreement complete in all material respects, and the other Operative Documents to which it is a party do not and will not violate contain an untrue statement of a material fact or conflict omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with any provision of law applicable respect to which the Borrower agrees to indemnify the Authority, the Treasurer and do notthe Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will notuse its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or result in constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound bound, which breach or default would have an a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the Operative Documents State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph (__) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority, provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower). For 25 days from the end of the underwriting period (as defined in Rule 15c2-12), (a) the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter or the Borrower shall reasonably object in writing or which shall be disapproved by their respective counsel and (b) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a party purchaser, the Authority will forthwith prepare and furnish to the Underwriter and the Borrower (at the expense of the Borrower) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter and counsel for the Authority) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For purposes of this subsection, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. The execution and delivery of this Purchase Contract by the Authority shall constitute a representation by the Authority to the Underwriter that the representations, warranties and agreements contained in this Section [___] are true as of the date hereof; provided that as to information furnished by the Borrower pursuant to this Purchase Contract and the Letter of Representations or otherwise and in the Preliminary Official Statement and the Official Statement, the Authority is relying on such information in making the Authority’s representations, warranties and agreements; and as to all matters of law, other than such adverse effect which federal tax and securities laws, the Authority is not material); (e) its Legislative Authority has duly authorized relying on the execution, delivery and performance advice of this Agreement and the other Operative Documents counsel to which it is a party; (f) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by the Authority; and as to matters of federal tax law [and securities laws], will constitute the legalAuthority is relying on the advice of Bond Counsel; and provided further that no officer, valid and binding obligations agent or employee or member of the governing body of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein. Conditions to the Obligation of the Authority: No order, enforceable against it in accordance decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the respective terms thereofpurpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated by the Bond Purchase Contract or by the Official Statement. The Authority’s closing fee shall have been paid by wire transfer or in other immediately available funds or arrangements reasonably satisfactory to the Authority shall have been made to pay such fees from the proceeds of the Bonds or otherwise. [Add closing document list other than what the Authority delivers unilaterally.] [For private placements with an investor letter, add a condition that the investor letter be delivered to the Authority if the letter is not included as part of 3 above.] If the conditions to the Authority’s obligations or to the Underwriter’s obligations contained in this Bond Purchase Contract shall not be satisfied, or if the Underwriter’s obligations shall be terminated for any reason permitted herein, this Bond Purchase Contract shall terminate, and neither the Authority nor the Treasurer shall have any further obligation hereunder, except as enforceability may the Borrower shall be limited by the application of bankruptcyobligated with respect to all reasonable fees, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance expenses and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior costs payable to the issuance and delivery of the Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement Authority and the other Operative Documents Treasurer pursuant to which it is a party by any successor public bodySection [expenses section] hereof.

Representations of the Authority. The Authority represents that: (a) it is a port authority and political subdivision and body corporate and politic will be at the Closing Date duly organized and validly existing under the laws of the State; State of California, has full power and authority to issue the Bonds, to adopt the Resolution, to enter into the Bond Indenture, the Loan Agreement and this Purchase Contract (bcollectively, the “Authority Documents”) it and to perform its obligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is not considered in violation a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Trustee by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the Authority, enforceable in accordance with their terms, in conformity with, and entitled to the benefit and security of the Indenture. By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has authorized and approved the distribution of the Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in conflict equity, before or by any court, governmental agency, public board or body, pending (with any provisions service of process against. the laws of the State Authority having been accomplished) or of the United States of America applicable known to the Authority which would impair its ability to carry out its obligations be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Bonds. As of the date thereof and as of the date hereof, the statements and information contained in this Agreement the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the other Operative Documents to statements and information therein, in light of the circumstances under which it is a party; (c) it is legally empowered to enter into they were made, not misleading. Both at the time of acceptance hereof by the Authority and perform at the transactions contemplated by this Agreement Closing Date, the statements and information contained in the other Operative Documents to which it is a party; (d) Official Statement under the executioncaptions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” are and will be true, delivery correct and performance of this Agreement complete in all material respects, and the other Operative Documents to which it is a party do not and will not violate contain an untrue statement of a material fact or conflict omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with any provision of law applicable respect to which the Borrower agrees to indemnify the Authority, the Treasurer and do notthe Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will notuse its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject. To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or result in constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound bound, which breach or default would have an a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the Operative Documents State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it the Authority is a party (other than such or is otherwise subject, which breach or default would have a material adverse effect which is not material); (e) its Legislative Authority has duly authorized the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party; (f) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by on the Authority, will constitute the legal, valid and binding obligations of the Authority, enforceable against it in accordance with the respective terms thereof, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary ’s ability to be accomplished by it prior to the issuance and delivery of the Bonds; and (h) it will do all things in its power in order to maintain its existence or assure the assumption of perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Agreement Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph ( ) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the other Operative Documents Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to which it is the Official Statement, the Authority will participate in the amendment or supplement in a party form and in a manner approved by any successor public body.the Underwriter and counsel to the Authority provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower)