Common use of Representations and Warranties by the Authority Clause in Contracts

Representations and Warranties by the Authority. The Authority represents and warrants to, and agrees with the Dealer Manager that, as of the date hereof and through and including the Settlement Date (as defined in the Invitation): (a) The Authority is a joint powers agency duly organized and validly existing under the laws of the State of California. (b) The Authority has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Program (including the issuance and delivery of the 2024-A Bonds or other provisions for the purchase of the Target Bonds), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority, enforceable in accordance with its terms (except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender Documents comply, and as amended or supplemented, if amended or supplemented will comply, in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (but in each case excluding information in the 2024-A Bonds POS under the caption “UNDERWRITING” and information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation is made). In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender Documents to the Dealer Manager, so that the statements in such Tender Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Authority agrees to file or cause to be filed with ▇▇▇▇ any amendments or supplements of any Tender Documents. (d) The making and consummation of the Tender Program (including the issuance of the 2024-A Bonds or other provisions for the purchase of the Target Bonds), the execution, delivery and performance by the Authority of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any ordinance, indenture, agreement or undertaking to which the Authority is a party or by which it is bound or to which any of its property or assets is subject, or (ii) contravene any federal, state or local law, rule or regulation applicable to the Authority, or any order applicable to the Authority of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (e) The Authority has taken all necessary action to authorize the execution, delivery, and performance by the Authority of the Tender Documents, and the execution, delivery, and performance by the Authority of the Tender Program has been duly authorized. No additional consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality is required in connection with the making and consummation of the Tender Program (including the issuance of the 2024-A Bonds or other provisions for the purchase of the Target Bonds). (f) Except as described in the Tender Documents, no litigation or other proceeding before or by any court or agency or other administrative body (either state or federal) is pending against the Authority or, to the best knowledge of the Authority, threatened against it, in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender Program or (A) in any way questioning or affecting: (i) the proceedings under which the Tender Program is to be made and consummated, (ii) the validity or enforceability of any provision of the Tender Documents, (iii) the accuracy, completeness or fairness of the Tender Documents,

Representations and Warranties by the Authority. The Authority represents and warrants to, and agrees with with, the Dealer Manager that, as of the date hereof and through and including the Settlement Date (as defined in the Invitation):: (a) The Authority is a joint powers agency duly organized and validly existing under the laws of the State of California. (b) The Authority has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Tender/Exchange Program (including the issuance and delivery of Series 2022-C-1 Bonds, the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority, enforceable in accordance with its terms (except as the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender Tender/Exchange Documents comply, and as amended or supplemented, if amended or supplemented will comply, in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (but in each case excluding information in the 2024-A Bonds POS under the caption “UNDERWRITING” and information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation is made)misleading. In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender Tender/Exchange Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender Tender/Exchange Documents to the Dealer Manager, so that the statements in such Tender Tender/Exchange Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Authority agrees to file or cause to be filed with ▇▇▇▇ any amendments or supplements of any Tender Tender/Exchange Documents. (d) The making and consummation of the Tender Tender/Exchange Program (including Series 2022-C-1 Bonds, the issuance of the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds), the execution, delivery and performance by the Authority of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any ordinance, indenture, agreement or undertaking to which the Authority is a party or by which it is bound or to which any of its property or assets is subject, or (ii) contravene any federal, state or local law, rule or regulation applicable to the Authority, or any order applicable to the Authority of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (e) The Authority has taken all necessary action to authorize the execution, delivery, and performance by the Authority of the Tender Tender/Exchange Documents, and the execution, delivery, and performance by the Authority of the Tender Tender/Exchange Program has been duly authorized. No additional consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality is required in connection with the making and consummation of the Tender Tender/Exchange Program (including Series 2022-C-1 Bonds, the issuance of the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds). (f) Except as described in the Tender Tender/Exchange Documents, no litigation or other proceeding before or by any court or agency or other administrative body (either state State or federalFederal) is pending against the Authority or, to the best knowledge of the Authority, threatened against it, (A) in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender Tender/Exchange Program or (A) in any way questioning or affecting: (i) the proceedings under which the Tender Tender/Exchange Program is to be made and consummated, (ii) the validity or enforceability of any provision of the Tender Tender/Exchange Documents, (iii) the accuracy, completeness or fairness of the Tender Tender/Exchange Documents,, (iv) the legal existence of the Authority or its right to conduct its operations as presently conducted, or (v) the title of its members or officers to their respective offices in such manner as to adversely affect the ability of the Authority to authorize the making and consummation of the Tender/Exchange Program or to consummate any of the transactions to which it is or is to be a party as contemplated by the Tender/Exchange Documents, or (B) which, if decided adversely to the Authority, would have a material adverse effect on the financial condition or operations of the Authority. (g) The Authority expects to have the Series 2022-C-1 Bonds and the Series 2022-C- 2 Bonds, the delivery of which is a condition of its exchange or purchase of the Target Bonds pursuant to the Tender/Exchange Program, available for payment of the purchase price of the Target Bonds which the City elects to purchase, or the exchange of Target Bonds which the City elects to exchange, as applicable, and is authorized to purchase and such Target Bonds which to elects to purchase, or exchange such Series 2022-C-2 Bonds for the Target Bonds that it may elect to exchange pursuant to the Tender/Exchange Program, as applicable. (h) The Authority agrees to purchase or exchange, in accordance with the terms and subject to the conditions of the Tender/Exchange Documents, the Target Bonds it elects to purchase or exchange, and to pay, from the proceeds of the Series 2022- C-1 Bonds, all related fees and expenses as agreed to by the parties. The Authority agrees to cancel or cause to be cancelled the Target Bonds it purchases or exchanges pursuant to the Tender/Exchange Program. (i) In connection with the Tender/Exchange Program, the Authority has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (j) Neither the Authority nor, to the knowledge of the Authority, any director, officer, or employee of the Authority is a Person that is currently the target or subject of any Sanctions, nor is the Authority located, organized or resident in a country or territory that is the subject or target of Sanctions.

Representations and Warranties by the Authority. The Authority represents and warrants to, and agrees with with, the Dealer Manager that, as of the date hereof and through and including the Settlement Date (as defined in the Invitation):: (a) The Authority is a joint powers agency duly organized and validly existing under the laws of the State of California. (b) The Authority has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Tender/Exchange Program (including the issuance and delivery of Series 2022-C-1 Bonds, the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority, enforceable in accordance with its terms (except as the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender Tender/Exchange Documents comply, and as amended or supplemented, if amended or supplemented will comply, in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (but in each case excluding information in the 2024-A Bonds POS under the caption “UNDERWRITING” and information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation is made)misleading. In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender Tender/Exchange Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender Tender/Exchange Documents to the Dealer Manager, so that the statements in such Tender Tender/Exchange Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Authority agrees to file or cause to be filed with ▇▇▇▇ EMMA any amendments or supplements of any Tender Tender/Exchange Documents. (d) The making and consummation of the Tender Tender/Exchange Program (including Series 2022-C-1 Bonds, the issuance of the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds), the execution, delivery and performance by the Authority of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any ordinance, indenture, agreement or undertaking to which the Authority is a party or by which it is bound or to which any of its property or assets is subject, or (ii) contravene any federal, state or local law, rule or regulation applicable to the Authority, or any order applicable to the Authority of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (e) The Authority has taken all necessary action to authorize the execution, delivery, and performance by the Authority of the Tender Tender/Exchange Documents, and the execution, delivery, and performance by the Authority of the Tender Tender/Exchange Program has been duly authorized. No additional consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality is required in connection with the making and consummation of the Tender Tender/Exchange Program (including Series 2022-C-1 Bonds, the issuance of the 2024Series 2022-A C-2 Bonds or other provisions for the exchange or purchase of the Target Bonds). (f) Except as described in the Tender Tender/Exchange Documents, no litigation or other proceeding before or by any court or agency or other administrative body (either state State or federalFederal) is pending against the Authority or, to the best knowledge of the Authority, threatened against it, (A) in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender Tender/Exchange Program or (A) in any way questioning or affecting: (i) the proceedings under which the Tender Tender/Exchange Program is to be made and consummated, (ii) the validity or enforceability of any provision of the Tender Tender/Exchange Documents, (iii) the accuracy, completeness or fairness of the Tender Tender/Exchange Documents,, (iv) the legal existence of the Authority or its right to conduct its operations as presently conducted, or (v) the title of its members or officers to their respective offices in such manner as to adversely affect the ability of the Authority to authorize the making and consummation of the Tender/Exchange Program or to consummate any of the transactions to which it is or is to be a party as contemplated by the Tender/Exchange Documents, or (B) which, if decided adversely to the Authority, would have a material adverse effect on the financial condition or operations of the Authority. (g) The Authority expects to have the Series 2022-C-1 Bonds and the Series 2022-C- 2 Bonds, the delivery of which is a condition of its exchange or purchase of the Target Bonds pursuant to the Tender/Exchange Program, available for payment of the purchase price of the Target Bonds which the City elects to purchase, or the exchange of Target Bonds which the City elects to exchange, as applicable, and is authorized to purchase and such Target Bonds which to elects to purchase, or exchange such Series 2022-C-2 Bonds for the Target Bonds that it may elect to exchange pursuant to the Tender/Exchange Program, as applicable. (h) The Authority agrees to purchase or exchange, in accordance with the terms and subject to the conditions of the Tender/Exchange Documents, the Target Bonds it elects to purchase or exchange, and to pay, from the proceeds of the Series 2022- C-1 Bonds, all related fees and expenses as agreed to by the parties. The Authority agrees to cancel or cause to be cancelled the Target Bonds it purchases or exchanges pursuant to the Tender/Exchange Program. (i) In connection with the Tender/Exchange Program, the Authority has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (j) Neither the Authority nor, to the knowledge of the Authority, any director, officer, or employee of the Authority is a Person that is currently the target or subject of any Sanctions, nor is the Authority located, organized or resident in a country or territory that is the subject or target of Sanctions.