Common use of Representations of the Borrower Clause in Contracts

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement nor of the First Mortgage Bonds, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series of Bonds consist and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any portion of the Projects or to the operation thereof which would affect the qualification of the Projects as a "project" under the Law or impair the exemption from gross income of the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described in the Tax Certificate. The Borrower intends to utilize such portion of the Projects as facilities for the local furnishing of electric energy throughout the foreseeable future. (d) The Borrower has and will have title to the Projects sufficient to carry out the purposes of this Agreement. (e) All certificates, approvals, permits and authorizations with respect to the construction of the Projects of agencies of applicable local governmental agencies, the State of California and the federal government have been obtained; and pursuant to such certificates, approvals, permits and authorizations the Projects has been constructed and is in operation.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation limited liability company duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement, the Remarketing Agreement, the Reimbursement Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement, the Remarketing Agreement nor of or the First Mortgage BondsReimbursement Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation Organizations or By-laws Operating Agreement or of any material corporate actions or of any material agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any material instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series Costs of Bonds consist the Project are as set forth in the Tax Certificate dated the Date of Delivery and will consist have been determined in accordance with standard engineering/construction and accounting principles. All the information and representations in the Tax Certificate are true and correct as of those the date thereof. (d) The Project consists of various equipment and facilities described in Exhibit A hereto, and the Borrower shall not make no any changes to any portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects as a "project" Project under the Law Act or impair the exemption from gross federal income taxation of the interest on the Bonds to which the Projects relate for federal income tax purposes1997A Bonds. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described set forth in the Tax Certificate. The Borrower intends to utilize such portion of own and operate the Projects Project as solid waste disposal facilities for described by the local furnishing of electric energy throughout Act until the foreseeable futureprincipal of, the premium, if any, and the interest on the 1997A Bonds shall have been paid in full. (de) The Borrower has and will have title to the Projects property comprising the Project sufficient to carry out the purposes of this Agreement. (ef) All certificates, approvals, permits and authorizations with respect to the construction of the Projects of agencies of applicable local governmental agencies, the State of California and the federal government which are necessary prior to the commencement of any portion of the Project have been obtained; obtained and continue in force. (g) No event has occurred and no condition exists which would constitute an Event of Default (as defined in the Indenture) or which, with the passing of time or with the giving of notice or both would become such an Event of Default. (h) To the best of the knowledge of the Borrower, no member, officer, or other official of the Authority has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (i) The Borrower is a "Small Business" as classified pursuant to such certificatesTitle 13 Code of Federal Regulations, approvalsPart 121 (1990 edition) or has 500 employees or less, permits and authorizations the Projects has been constructed and is in operationotherwise eligible for assistance from the Small Business Assistance Fund.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation corporation, duly formed organized, validly existing and in good standing under the laws of the State of California, and is in good standing duly qualified to transact business in the State State. (b) The execution, delivery and performance by the Borrower of California and has the power to enter into and has duly authorized, by proper corporate actionthis Agreement, the execution and delivery of this Credit Agreement, the Remarketing Agreement, the Tax Regulatory Agreement and all other documents contemplated hereby to be executed by the Borrower are within the Borrower. (b) Neither 's power and have been duly authorized by all necessary corporate action, and neither the execution and delivery of this Agreement, the Credit Agreement, the Remarketing Agreement nor of or the First Mortgage Bonds, Tax Regulatory Agreement or the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the material terms, conditions or provisions of any of the Borrower's Articles of Incorporation or By-laws Organization Documents, or of any corporate actions law, statute, rule, regulation, order, judgment, award, injunction, or decree or of any material agreement or instrument to which the Borrower is now a party or by which it is boundbound or affected, or constitutes a default (or would constitute a default with due notice or the passage of time or both) under any of the foregoing, or results in or requires the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound, except as would not have a material adverse effect on the operations of the Borrower, taken as a whole. (c) The Projects refinanced by each Series estimated Costs of the Project to be paid with the proceeds of the Bonds consist are as set forth in the Tax Regulatory Agreement and have been determined in accordance with commercially reasonable engineering, construction, and accounting principles. All the information and representations in the Tax Regulatory Agreement are true and correct in all material respects as of the date thereof. (d) The Project consists and will consist of those facilities and equipment described in Exhibit A hereto, and the Borrower shall not make no any changes to any portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects Project under the Act or would cause interest on the Bonds not to be Tax-exempt. The Borrower intends to own and operate the Project. The Borrower covenants and agrees to operate or cause the operation of the Project as a "project" under facility described by the Law or impair Act until the exemption from gross income of principal of, the premium, if any, and the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described in the Tax Certificate. The Borrower intends to utilize such portion of the Projects as facilities for the local furnishing of electric energy throughout the foreseeable futurehave been paid. (de) The Borrower has and will have title to the Projects Project sufficient to carry out the purposes of this Agreement. (ef) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which action was taken on such application, permanent financing for the Project had not otherwise been obtained or arranged. (g) To the knowledge of the Borrower, no member, officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (h) All certificates, approvals, permits and authorizations with respect to the construction Construction of the Projects Project of agencies the State, the City of Santa Ana, California, the federal government and other applicable local governmental agencies, the State of California and the federal government agencies have been obtained; , or if not yet obtained, are reasonably expected to be obtained in due course. The Project will be consistent with any existing local or regional comprehensive plan. (i) No event has occurred and pursuant no condition exists which would constitute a Loan Default Event or which, with the passing of time or with the giving of notice or both, would constitute a Loan Default Event. (j) There is no litigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower which could materially and adversely affect the validity of this Agreement, the Credit Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the ability of the Borrower to comply with the terms of its obligations under this Agreement, the Credit Agreement, the Remarketing Agreement or the Tax Regulatory Agreement. (k) No consent, authorization or approval, except such certificatesconsents, approvalsauthorizations or approvals as have been obtained prior to the execution and delivery of this Agreement, permits from any governmental, public or quasi-public body or authority of the United States or of the State or any department or subdivision thereof, is necessary for the due execution and authorizations delivery by the Projects has been constructed and is in operationBorrower of this Agreement.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement nor of the First Mortgage BondsAgreement, the consummation of the transactions contemplated hereby and therebyhereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series of Bonds consist Project consists and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any such portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects Project as a "project" under the Law or impair the exemption from gross income of the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, the Borrower shall comply with all requirements of the Tax San Diego Gas & Electric Company Engineering Certificate, dated the Issue Date (the "Tax Engineering Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist The Project consists of facilities for the local furnishing of electric energy as described in the Tax Engineering Certificate. The Borrower intends to utilize such portion of the Projects Project as facilities for the local furnishing of electric energy throughout the foreseeable future. (d) The Borrower has and will have title to the Projects Project sufficient to carry out the purposes of this Agreement. (e) The economic useful life of the Project is as set forth in the Engineering Certificate. (f) All certificates, approvals, permits and authorizations with respect to the construction of the Projects Project of agencies of applicable local governmental agencies, the State of California and the federal government have been obtained; and pursuant to such certificates, approvals, permits and authorizations the Projects Project has been constructed and is in operation.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement, the Remarketing Agreement, the Reimbursement Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement, the Remarketing Agreement nor of or the First Mortgage BondsReimbursement Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws Bylaws or of any material corporate actions or of any material agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any material instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series Costs of Bonds consist the Project are as set forth in the Tax Certificate dated the Date of Delivery and will consist have been determined in accordance with standard engineering/construction and accounting principles. All the information and representations in the Tax Certificate are true and correct as of those the date thereof. (d) The Project consists of various equipment and facilities described in Exhibit A hereto, and the Borrower shall not make no any changes to any portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects as a "project" Project under the Law Act or impair the exemption from gross federal income taxation of the interest on the Bonds to which the Projects relate for federal income tax purposes1998A Bonds. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described set forth in the Tax Certificate. The Borrower intends to utilize such portion of own and cause to be operated the Projects Project as solid waste disposal facilities for described by the local furnishing of electric energy throughout Act until the foreseeable futureprincipal of, the premium, if any, and the interest on the 1998A Bonds shall have been paid in full. (de) The Borrower has and will have title to a sufficient interest in the Projects property comprising the Project sufficient to carry out the purposes of this Agreement. (ef) All certificates, approvals, permits and authorizations with respect to the construction of the Projects of agencies of applicable local governmental agencies, the State of California and the federal government which are required to date for the Project have been obtained; obtained and continue in force. (g) No event has occurred and no condition exists which would constitute an Event of Default (as defined in the Indenture) or which, with the passing of time or with the giving of notice or both would become such an Event of Default. (h) To the best of the knowledge of the Borrower, no member, officer, or other official of the Authority has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (i) The Borrower is a "Small Business" as classified pursuant to such certificatesTitle 13 Code of Federal Regulations, approvalsPart 121 (1990 edition) or has 500 employees or less, permits and authorizations the Projects has been constructed and is in operationotherwise eligible for assistance from the Small Business Assistance Fund.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement nor of the First Mortgage BondsAgreement, the consummation of the transactions contemplated hereby and therebyhereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series of Bonds consist Project consists and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any such portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects Project as a "project" under the Law or impair the exemption from gross income of the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, the Borrower shall comply with all requirements of the Tax San Diego Gas & Electric Company Engineering Certificate, dated the Issue Date (the "Tax Engineering Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist The Project consists of facilities for the local furnishing of electric energy and gas as described in the Tax Engineering Certificate. The Borrower intends to utilize such portion of the Projects Project as facilities for the local furnishing of electric energy and gas throughout the foreseeable future. (d) The Borrower has and will have title to the Projects Project sufficient to carry out the purposes of this Agreement. (e) The economic useful life of the Project is as set forth in the Engineering Certificate. (f) All certificates, approvals, permits and authorizations with respect to the construction of the Projects Project of agencies of applicable local governmental agencies, the State of California and the federal government have been obtained; and pursuant to such certificates, approvals, permits and authorizations the Projects Project has been constructed and is in operation.

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement nor of the First Mortgage BondsAgreement, the consummation of the transactions contemplated hereby and therebyhereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series of Bonds consist and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any portion of the Projects or to the operation thereof which would affect the qualification of the Projects as a "project" under the Law or impair the exemption from gross income of the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described in the Tax Certificate. The Borrower intends to utilize such portion of the Projects as facilities for the local furnishing of electric energy throughout the foreseeable future. (d) The Borrower has and will have title to the Projects Project sufficient to carry out the purposes of this Agreement. (e) The economic useful life of the Project is as set forth in the Engineering Certificate. (f) All certificates, approvals, permits and authorizations with respect to the construction of the Projects Project of agencies of applicable local governmental agencies, the State of California and the federal government have been obtained; and pursuant to such certificates, approvals, permits and authorizations the Projects Project has been constructed and is in operation.. ARTICLE III ISSUANCE OF THE BONDS; APPLICATION OF PROCEEDS SECTION 3.1

Representations of the Borrower. The Borrower makes the following representations as the basis for its undertakings herein contained: (a) The Borrower is a corporation duly formed under the laws of the State of California, is in good standing in the State of California and has the power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) Neither the execution and delivery of this Agreement nor of the First Mortgage BondsAgreement, the consummation of the transactions contemplated hereby and therebyhereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Projects refinanced by each Series of Bonds consist Project consists and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any such portion of the Projects Project or to the operation thereof which would affect the qualification of the Projects Project as a "project" under the Law Act or impair the exemption from gross income Tax-Exempt status of the interest on the Bonds to which the Projects relate for federal income tax purposesBonds. In particular, the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds . (d) The Project consists of air and water pollution control and sewage and solid waste disposal facilities and the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described in the Tax Certificate. The Borrower intends to utilize such portion of the Projects Project as facilities for the local furnishing of electric energy throughout the foreseeable futureair and water pollution control and sewage and solid waste disposal facilities. (de) The Borrower has and will have title to an interest in the Projects Project sufficient to carry out the purposes of this Agreement. (ef) The economic useful life of the Project is as set forth in the Tax Certificate. (g) To the best knowledge of the Borrower, no member, officer or other official of the Authority has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (h) All certificates, approvals, permits and authorizations with respect to the construction of the Projects Project of agencies of applicable local governmental agenciesgovernments, the State of California and the federal government that are required on or before the date hereof have been obtained; and pursuant to such certificates, approvals, permits and authorizations the Projects Project has been constructed and is in operation.