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<br />(b) The Issuer is authorized under the laws of the State to: (i) issue the
<br />Bonds for the purposes for which they are to be issued as set forth in the Preliminary
<br />Official Statement; (ii) loan the proceeds of the Bonds to the Borrowers for the
<br />purposes set forth in the Preliminary Official Statement; (iii) enter into this
<br />Agreement, the Bond Indenture, the Continuing Disclosure Agreement, the Loan
<br />Agreements, the Letter and then; (iv) pledge and assign to the Bond Trustee the
<br />payments to be made by the Borrowers pursuant to, and the Issuer's rights under,
<br />the Loan Agreements (other than as provided in the Bond Indenture) as security for
<br />the payment of the principal of, premium, if any, and interest on the Bonds; and
<br />(v) otherwise consummate the transactions contemplated by this Agreement, the
<br />Bonds, the Bond Indenture, the Loan Agreements and the Preliminary Official
<br />Statement.
<br />
<br />(c) The Resolutions of the Issuer adopted on December 17, 1998, and
<br />, 2002 approving and authorizing the adoption, execution and
<br />delivery of this Agreement, the Bond Indenture, the Loan Agreements, the
<br />Continuing Disclosure Agreement, the Letter, the Bonds and the Official Statement,
<br />were duly adopted at meetings of the Board of Directors of the Issuer which were
<br />duly called and held pursuant to law and at which quorums were present and acting
<br />throughout, and are in full force and effect.
<br />
<br />(d) The Issuer has duly authorized (i) the execution and delivery of this
<br />Agreement; (ii) the issuance and sale of the Bonds and the loan of the proceeds of the
<br />Bonds to the Borrowers upon the terms and for the purposes set forth herein;
<br />(iii) the approval, execution, delivery and/or receipt by the Issuer of the Bond
<br />Indenture, the Loan Agreements, the Bonds, the Continuing Disclosure Agreement,
<br />the Letter and this Agreement and any and all such other agreements and documents
<br />which may be required to be approved, executed, delivered and/or received by the
<br />Issuer in order to carry out, give effect to, and consummate the transactions
<br />contemplated herein and therein.
<br />
<br />(e) The Issuer will on or before the Closing execute and deliver the Bond
<br />Indenture, the Loan Agreements, the Letter, the Continuing Disclosure Agreement,
<br />the Official Statement, the Bonds, and any and all such other agreements and
<br />documents which may be required to be executed by the Issuer in order to carry out,
<br />give effect to, and consummate the transactions contemplated herein and therein.
<br />
<br />(f) The Bonds, when issued, delivered and paid for as provided herein and
<br />in the Bond Indenture will constitute valid and binding limited obligations of the
<br />Issuer enforceable in accordance with their terms and entitled to the benefits and
<br />security of the Bond Indenture (subject to any applicable bankruptcy,
<br />reorganization, insolvency, moratorium or other similar laws affecting the
<br />enforcement of creditors' rights generally and further subject to the availability of
<br />equitable remedies).
<br />
<br />(g) Except as may be set forth in the Preliminary Official Statement, there
<br />is no action, suit, referendum, proceeding, inquiry or investigation at law or in equity
<br />
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