Common use of Representations of the Authority Clause in Contracts

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality of the State of Maine duly created under 10 MRSA, Section 963. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate and politic and a public instrumentality of the State of Maine State, duly created and existing under 10 MRSAthe laws of the State. Under the provisions of the Act, Section 963the Authority has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform this Agreement and the Indenture. (b) The Authority is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in subsection (a) above. (c) To finance the cost of the Project, the Authority will issue the Bonds which will mature, bear interest and be subject to redemption as set forth in the Indenture. The Bonds will be issued under and secured by an the Indenture, pursuant to which the Authority’s 's interest in this Agreement with respect to the Bonds (except certain rights of the Authority to receive notices hereunder, to receive payment for expenses and indemnificationindemnification and certain other payments hereunder, and to give approvals or consents hereunder) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (cd) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (de) The Authority has made the required findings under found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this AgreementAgreement and the Indenture have been complied with and that financing the Project by issuing the Bonds and entering into this Agreement and the Indenture will be in furtherance of the purposes of the Act. (ef) On February 25, 1998, the Authority adopted its resolution authorizing the issuance of the Bonds in an aggregate principal amount not to exceed $19,000,000. (g) No director member, officer or other official of the Authority has any pecuniary interest whatsoever in the CompanyBorrower or in the transactions contemplated by this Agreement. (fh) The Authority has designated No allocation of a share of the State ceiling on for private activity bonds is required in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality corporate duly organized and existing under the laws of the State State. The Authority has authorized the execution and delivery of Maine duly created under 10 MRSA, Section 963this Agreement and the Indenture. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made determined that the required findings under the Act with respect to the issuance proposed financing of the Bonds Project will serve a public use and provide a public benefit, and will be within the policy of, and the execution of this Agreementauthority conferred by the Act. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality of the State of Maine Vermont duly created under 10 MRSA, Section 963the Act. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate public and politic corporate, and a public instrumentality of the State State. Under the provisions of Maine the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly created authorized to execute, deliver and duly perform its obligations under 10 MRSA, Section 963this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Authority’s 's interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses Bonds and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide Bank, on a basis subordinate thereto, as security for the payment of the Bonds. obligations of the Borrower under the Reimbursement Agreement. (d) The Authority has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Reimbursement Agreement. (e) No director The Authority is not in default under any of the Authority has any pecuniary interest provisions of the laws of the State which default would affect its existence or its powers referred to in the Companysubsection (a) of this Section 2.1. (f) The Authority has designated a share found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the State ceiling on private activity bonds in connection with Bonds will promote the issuance purposes of the BondsAct by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority. (g) The No member, officer or other official of the Authority has full power and authority to consummate all any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement, the Bonds Agreement and the Indenture and any and all other agreements relating theretoIndenture. (h) The Authority makes no representation Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or warranty concerning the suitability Tax Regulatory Agreement, the consummation of the Project for transactions contemplated hereby or thereby, nor the purpose for fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is being undertaken by the Company. The Authority has not made bound or constitute a default under any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaserforegoing or result in the creation or imposition of any prohibited lien, assignee charge or encumbrance of this Agreement or any other party with nature whatsoever upon any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent property or assets of the Authority under the terms of any representation instrument or warranties of the Authorityagreement.

Representations of the Authority. The Authority makes the following representations represents as the basis for its undertakings herein containedfollows: (a) The Authority is a body corporate and politic and a public governmental instrumentality of the State of Maine with lawful power and the authority to enter into this Agreement acting by and through its duly created under 10 MRSA, Section 963authorized officers. (b) The Bonds will be issued under This Agreement has been duly authorized, executed and secured delivered by an Indenturethe Authority and constitutes the legal, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights valid and binding obligation of the Authority in accordance with its terms, subject to payment for expenses bankruptcy, insolvency, reorganization, moratorium and indemnification) will be pledged other similar laws affecting creditors’ rights and to the Trustee as security for payment exercise of the principal of, premium, if any, and interest on the Bondsjudicial discretion in accordance with general principles of equity. (c) All Revenues to be derived The execution, delivery and performance of this Agreement by the Authority will not constitute a default under this Agreement and the rights any indenture, mortgage, deed of trust, lease or agreement or other instrument executed by the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement or by which it or any of its expenses and property is bound, its bylaws or, to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge its knowledge, any interest in this Agreement for any purpose other than to secure the Bonds under the Indentureapplicable law, rule, regulation or judicial proceeding. (d) The Authority has made does not assume responsibility for constructing the required findings under Series 2023 Project or for funding the Act with respect completion of the Series 2023 Project if the proceeds from the sale of the City Bonds to the issuance of the Bonds and the execution of this AgreementAuthority are not sufficient. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share sufficient knowledge and experience in financial and business matters, including the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits of the State ceiling on private activity bonds purchase by the Authority of the City Bonds in connection with the issuance of the Series 2023 Bonds. The Authority acknowledges that the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (gf) The Authority has full power Preliminary Official Statement and authority the Official Statement does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to consummate all transactions contemplated by this Agreementstate a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the Bonds foregoing representation is made solely with respect to the information in the Preliminary Official Statement and Official Statement under the headings “THE AUTHORITY,” and the Indenture and any and all other agreements relating thereto. first paragraph under the heading “LITIGATION – The Authority” (h) The Authority makes no representation or warranty concerning the suitability of the Project except for the purpose for which it omission of such information in the Preliminary Official Statement as is being undertaken permitted by Rule 15c2-12(b)(1) under the Company. The Authority has not made any independent investigation Securities Exchange Act of 1934, as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authorityamended).

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate public and politic corporate, and a public instrumentality of the State State. Under the provisions of Maine the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly created authorized to execute, deliver and duly perform its obligations under 10 MRSA, Section 963this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Authority’s 's interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses Bonds and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide Bank, on a basis subordinate thereto, as security for the payment of the Bonds. obligations of the Borrower under the Reimbursement Agreement. (d) The Authority has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Reimbursement Agreement. (e) No director The Authority is not in default under any of the Authority has any pecuniary interest provisions of the laws of the State which default would affect its existence or its powers referred to in the Companysubsection (a) of this Section. (f) The Authority has designated a share found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the State ceiling on private activity bonds in connection with Bonds will promote the issuance purposes of the BondsAct by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act. (g) The No member, officer or other official of the Authority has full power and authority to consummate all any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement, the Bonds Agreement and the Indenture and any and all other agreements relating theretoIndenture. (h) The Authority makes no representation Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or warranty concerning the suitability Tax Regulatory Agreement, the consummation of the Project for transactions contemplated hereby or thereby, nor the purpose for fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is being undertaken by the Company. The Authority has not made bound or constitute a default under any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaserforegoing or result in the creation or imposition of any prohibited lien, assignee charge or encumbrance of this Agreement or any other party with nature whatsoever upon any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent property or assets of the Authority under the terms of any representation instrument or warranties of the Authorityagreement.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality of the State of Maine duly created under 10 MRSA, Section 963. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder and under the Note (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any interest in this Agreement or in the Note for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality and political subdivision of the State of Maine California. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. The Project constitutes a "project" as that term is defined in the Act. By proper action, the Authority has been duly created authorized to execute, deliver and duly perform its obligations under 10 MRSA, Section 963this Agreement and the Indenture. (b) On April 17, 1991 the Authority gave its preliminary approval for the financing of the Project and on July 31, 1996 extended such preliminary approval for the financing of the Project. On May 28, 1997, the Authority adopted its resolution approving financing of the Project. On October 30, 1996, a public hearing with respect to the 1997A Bonds and the Project was held in accordance with the provisions of the Code. (c) The Authority has taken proper action to allocate to the 1997A Bonds a share of the State ceiling on private activity bonds (as defined in Section 141 of the Code), which was available to the Authority pursuant to Section 146 of the Code, in an aggregate amount at least equal to the $9,500,000 aggregate principal amount of the 1997A Bonds. Issuance of the 1997A Bonds will not violate any provisions of said Section 146. (d) The Authority will issue the Bonds under and the Bonds will be issued under and secured by an the Indenture, pursuant to which the Authority’s 's interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnificationindemnification and to inspection and consent) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement Bonds and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned then to the Trustee pursuant to the Indenture to provide Bank as security for the payment of the Bonds. obligations of the Borrower under the Reimbursement Agreement. (e) The Authority has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Reimbursement Agreement. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share is not in default under any of the provisions of the laws of the State ceiling on private activity bonds of California which default would affect its existence or its powers referred to in connection with the issuance subsection (a) of the Bondsthis Section 2.1. (g) The Authority has full power found and authority determined and hereby finds and determines that (i) the Borrower is a "participating party" as such term is defined in the Act; (ii) the loan to consummate all transactions contemplated be made hereunder with the proceeds of the 1997A Bonds will promote the purposes of the Act by this Agreementproviding funds to finance the acquisition, rehabilitation and equipping of the Bonds Project; (iii) said loan is in the public interest, serves the public purposes and meets the Indenture requirements of the Act; and any (iv) the portion of such loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and all other agreements relating theretoapproved by the Authority. (h) The Authority makes no representation No member, officer or warranty concerning the suitability other official of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to financial interest whatsoever in the feasibility Borrower or creditworthiness of in the Company. Any bond purchaser, assignee of transactions contemplated by this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to and the creditworthiness and feasibility of the Project, independent of any representation or warranties of the AuthorityIndenture.