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Preliminary Official Statement and the Official Statement, the execution and delivery of the Official
<br />Statement and the Agency Legal Documents and the performance by the Agency of all transactions
<br />on its part contemplated by the Agency Legal Documents; and as of the Closing the Agency Legal
<br />Documents will constitute legal, valid and binding obligations of the Agency, enforceable against the
<br />Agency in accordance with their respective tears, except as enforcement may be limited by
<br />bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to
<br />or limiting creditors' rights generally.
<br />(d) The Agency is not in any material respect in breach of or default under any
<br />applicable constitutional provision, law or administrative regulation to which it is subject or any
<br />applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement
<br />(including, without limitation, the Indenture) or other instrument to which the Agency is a party or to
<br />which the Agency or any of its property or assets is otherwise subject, and no event has occurred and
<br />is continuing which with the passage of time or the giving of notice, or both, would constitute such a
<br />default or event of default under any such instrument; and the execution and delivery of the Agency
<br />Legal Documents, and compliance with the provisions on the Agency's part contained therein, will
<br />not conflict with or constitute a material breach of or a material default under any constitutional
<br />provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the Agency is a party or to which the Agency or
<br />any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or
<br />compliance result in the creation or imposition of any lien, charge or other security interest or
<br />encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the
<br />terms of any such constitutional provision, law, regulation or instrument, except as provided by the
<br />Indenture and the Escrow Agreements.
<br />(e) Except as described in or conterplated by the Official Statement, all
<br />authorizations, approvals, licenses, permits, consents and orders of any governmental authority,
<br />board, agency or commission having jurisdiction of the matter which are required for the due
<br />authorization by, or which would constitute a condition precedent to or the absence of which would
<br />materially adversely affect the due performance by, the Agency of its obligations under the Agency
<br />Legal Documents have been duly obtained.
<br />(1) Between the date of this Purchase Agreement and the date of the Closing, the
<br />Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes
<br />or other obligations for borrowed money, or incur any material liabilities, direct or contingent,
<br />payable from Tax Revenues, nor will there be any adverse change of a material nature in the
<br />financial position, results of operations or condition, financial or otherwise, of the Agency.
<br />(g) To the best knowledge of the officer of the Agency executing this Purchase
<br />Agreement, after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or
<br />investigation, at law or in equity before or by any court, government agency, public board or body,
<br />pending with respect to which the Agency has been served with process or threatened against the
<br />Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or
<br />affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the
<br />collection of the Tax Revenues or contesting or affecting, as to the Agency, the validity or
<br />enforceability of the Agency Legal Documents or contesting the exclusion from gross income of
<br />interest on the Series A Bonds for federal income tax purposes, or contesting the completeness or
<br />accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of
<br />the Agency, or in any way contesting or challenging the consummation of the transactions
<br />•
<br />•.
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