Common use of Representations, Covenants and Warranties of the Board Clause in Contracts

Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants for the benefit of the Authority and the Trustee as follows:‌ (a) The Board is a body corporate duly existing as such within the State under the Constitution and laws of the State. Under the provisions of the Constitution and laws of the State, the Board is authorized to enter into the transactions contemplated by this First Amendment to Lease and to carry out its obligations hereunder. The Board has duly authorized and approved the execution and delivery of this First Amendment to Lease. The Board agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. (b) The Authority has by the Master Lease and this First Amendment to Lease, leased the Project to the Board as in the Master Lease and hereinafter provided. It is understood by the parties hereto that the Authority shall have all rights, title and interest in the Project, subject to Permitted Encumbrances. (c) During the Lease Term the Project will at all times be used for the intended purposes described herein consistent with the permissible scope of the Authority and the Board under the Constitution and laws of the State. (d) The Board is not in default under any of the provisions of (i) the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1 or (ii) the Lease, the Ground Lease or the Indenture. Neither the execution and delivery of this First Amendment to Lease, nor the issuance and sale of the Series 2024 Bonds, nor the performance by the Board of its obligations under the Master Lease or this First Amendment to Lease will constitute on the part of the Board a breach of or a default under, any existing law, court or administrative regulation, decree, order or any material agreement, indenture, mortgage, lease or any other instrument to which the Board is subject or by which it or any of its property is or may be bound. (e) There is no action, suit or proceeding pending or, to the best knowledge of the Board, threatened, or any basis therefor, before any court or administrative agency which may adversely affect the Board or the ability of the Board to perform its obligations under the Master Lease or this First Amendment to Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Board of this First Amendment to Lease, or in connection with the carrying out by the Board of its obligations under this First Amendment to Lease, have been obtained. (f) The Series 2024 Project, as designed and to be constructed and the intended use thereof by the Board, complies with all presently applicable state and local building and zoning ordinances. (g) The acquisition and construction of the Series 2024 Project has been and will be accomplished in accordance with all applicable laws and is essential, necessary and appropriate for accomplishing one or more of the authorized functions or public purposes of the Board and is suitable for such purpose and in furtherance of the purposes of the Board and the best interests of the citizens of the District. (h) The Master Lease remains in full force and effect. No Event of Default under the Master Lease or the Indenture has occurred or is continuing and no Event of Nonappropriation has occurred or is continuing. The Series 2024 Project constitutes a “project” within the meaning of the Act. (i) Inasmuch as the Series 2024 Bonds fund a project whose general obligation bond financing was rejected by the voters of the District, the Authority has published a notice of intent to issue debt and has held a public hearing with respect to the Series 2024 Bonds all as required by Section 11-14a-1 of the Utah Code Annotated 1953, as amended.

Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants for the benefit of the Authority and the Trustee as follows:‌ (a) The Board is a body corporate duly existing as such within the State under the Constitution and laws of the State. Under the provisions of the Constitution and laws of the State, the Board is authorized to enter into the transactions contemplated by this First Second Amendment to Lease and to carry out its obligations hereunder. The Board has duly authorized and approved the execution and delivery of this First Second Amendment to Lease. The Board agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. (b) The Authority has by the Master Lease and this First Second Amendment to Lease, leased the Project to the Board as in the Master Lease and hereinafter provided. It is understood by the parties hereto that the Authority shall have all rights, title and interest in the Project, subject to Permitted Encumbrances. (c) During the Lease Term the Project will at all times be used for the intended purposes described herein consistent with the permissible scope of the Authority and the Board under the Constitution and laws of the State. (d) The Board is not in default under any of the provisions of (i) the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1 or (ii) the Lease, the Ground Lease or the Indenture. Neither the execution and delivery of this First Second Amendment to Lease, nor the issuance and sale of the Series 2024 2024B Bonds, nor the performance by the Board of its obligations under the Master Lease or this First Second Amendment to Lease will constitute on the part of the Board a breach of or a default under, any existing law, court or administrative regulation, decree, order or any material agreement, indenture, mortgage, lease or any other instrument to which the Board is subject or by which it or any of its property is or may be bound. (e) There is no action, suit or proceeding pending or, to the best knowledge of the Board, threatened, or any basis therefor, before any court or administrative agency which may adversely affect the Board or the ability of the Board to perform its obligations under the Master Lease or this First Second Amendment to Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Board of this First Second Amendment to Lease, or in connection with the carrying out by the Board of its obligations under this First Second Amendment to Lease, have been obtained. (f) The Series 2024 2024B Project, as designed and to be constructed and the intended use thereof by the Board, complies with all presently applicable state and local building and zoning ordinances. (g) The acquisition and construction of the Series 2024 2024B Project has been and will be accomplished in accordance with all applicable laws and is essential, necessary and appropriate for accomplishing one or more of the authorized functions or public purposes of the Board and is suitable for such purpose and in furtherance of the purposes of the Board and the best interests of the citizens of the District. (h) The Master Lease remains in full force and effect. No Event of Default under the Master Lease or the Indenture has occurred or is continuing and no Event of Nonappropriation has occurred or is continuing. The Series 2024 2024B Project constitutes a “project” within the meaning of the Act. (i) Inasmuch as the Series 2024 2024B Bonds fund a project whose general obligation bond financing was rejected by the voters of the District, the Authority has published a notice of intent to issue debt and has held a public hearing with respect to the Series 2024 2024B Bonds all as required by Section 11-14a-1 of the Utah Code Annotated 1953, as amended.

Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants for the benefit of the Authority and the Trustee as follows:‌follows: (a) The Board is a body corporate duly existing as such within the State under the Constitution and laws of the State. Under the provisions of the Constitution and laws of the State, the Board is authorized to enter into the transactions contemplated by this First Amendment to Master Lease and to carry out its obligations hereunder. The Board has duly authorized and approved the execution and delivery of this First Amendment to Master Lease. The Board agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. (b) The Authority has by the this Master Lease and this First Amendment to Lease, ▇▇▇▇▇ leased the Project and may pursuant to this Master Lease lease other Projects to the Board as in the Master Lease and hereinafter provided. It is understood by the parties hereto that the Authority shall have has all rights, title and interest in the Project, subject to Permitted Encumbrances. (c) During the Lease Term Term, the Project will at all times be used for the intended purposes described herein which are within and consistent with the permissible scope legal rights, powers and authority of the Authority and the Board under the Constitution and laws of the State. (d) The Board is not in default under any of the provisions of (i) the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1 or (ii2.1(a) the Lease, the Ground Lease or the Indenturehereof. Neither the execution and delivery of this First Amendment to Lease, Master Lease nor the issuance and sale by the Authority of the Series 2024 its Bonds, nor the performance by the Board of its obligations under the this Master Lease or this First Amendment to Lease will constitute on the part of the Board a breach of or a default under, any existing law, court or administrative regulation, decree, order or any material agreement, indenture, mortgage, lease or any other instrument to which the Board is subject or by which it or any of its property is or may be bound. (e) There is no action, suit or proceeding pending or, to the best knowledge of the Board, threatened, or any basis therefor, before any court or administrative agency which may adversely affect the Board or the ability of the Board to perform its obligations under the this Master Lease or this First Amendment to Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Board of this First Amendment to Lease, Master Lease or in connection with the carrying out by the Board of its obligations under this First Amendment to Lease, Master Lease have been obtained. (f) The Series 2024 Project, as designed and to be constructed and Project constitutes a “project” within the intended use thereof by meaning of the Board, complies with all presently applicable state and local building and zoning ordinancesBuilding Authority Act. (g) The acquisition and construction of the Series 2024 Project has been and will be accomplished in accordance with all applicable laws and the construction and financing of the Project is essential, necessary and appropriate for accomplishing one or more of the authorized functions or public purposes of the Board and is suitable for such purpose and in furtherance of the purposes of the Board and the best interests of the citizens of the District. (h) The Master Lease remains in full force and effect. No Event voter approval was sought on the question of Default under the Master Lease or the Indenture has occurred or is continuing and no Event of Nonappropriation has occurred or is continuing. The Series 2024 Project constitutes a “project” within the meaning whether general obligation bonds of the ActBoard should be issued to finance the Project. (i) Inasmuch as the Series 2024 Bonds fund a project whose general obligation bond financing was rejected by the voters of the District, the Authority has published a notice of intent to issue debt and has held a public hearing with respect to the Series 2024 Bonds all as required by Section 11-14a-1 of the Utah Code Annotated 1953, as amended.