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<br />Borrower of the Bonds and the Bond Indenture, the application of the proceeds from
<br />the sale of the Bonds, together with certain other moneys and securities, for the
<br />purposes set forth in the Official Statement, and the compliance by such Borrower
<br />with the provisions hereof and thereof, under the circumstances contemplated
<br />herein and therein, will not in any material respect conflict with or constitute on the
<br />part of such Borrower a breach of or default under either such Borrower's charter or
<br />under any ordinance, resolution, indenture, mortgage, deed of trust, loan agreement,
<br />contract or any agreement or other instrument of such Borrower to which such
<br />Borrower is a party, or of any existing law, administrative regulation, court order or
<br />consent decree to which such Borrower or such Borrower's property is subject.
<br />
<br />(i) Except as may be described in the Preliminary Official Statement, there
<br />is no action, suit, referendum, proceeding, inquiry or investigation at law or in equity
<br />or before or by any court, governmental agency, arbitrator, authority, public board
<br />or body pending or, to the knowledge of such Borrower threatened, against or
<br />affecting such Borrower wherein an unfavorable decision, ruling or finding would
<br />materially and adversely affect (i) the transactions contemplated herein or in the
<br />Preliminary Official Statement, (ii) the issuance or sale of the Bonds, (iii) the
<br />existence of such Borrower or the titles of its respective officers to their respective
<br />offices, (iv) the collection of revenues by such Borrower from which such Borrower is
<br />obligated to make payments under the Loan Agreement, (v) the financial condition
<br />of such Borrower, (vi) the federal tax-exempt status of the interest on the the Bonds,
<br />(vii) the validity or enforceability of the Loan Agreement, the Continuing Disclosure
<br />Agreement, the Bond Indenture, the Bonds, or this Agreement, (viii) the power of
<br />such Borrower to execute, deliver or approve such documents, (viii) the business,
<br />properties, assets or financial condition of such Borrower or (ix) the ability of such
<br />Borrower to comply with its obligations under the Loan Agreement, the Continuing
<br />Disclosure Agreement, the Bond Indenture, this Agreement or the transactions
<br />contemplated by the Official Statement.
<br />
<br />G) Such Borrower is not now, and as of the date of Closing will not be, in
<br />default with respect to any agreement to which either such Borrower is a party which
<br />could have a material financial impact on such Borrower or which could materially
<br />and adversely affect the ability of such Borrower to consummate the transactions
<br />contemplated by the Preliminary Official Statement.
<br />
<br />(k) All the property refinanced, whether directly or indirectly, by such
<br />Borrower with the proceeds of the Bonds is and will be owned by such Borrower.
<br />
<br />0) Such Borrower agrees to cooperate reasonably with the Underwriter
<br />and its counsel in any endeavor to qualify the Bonds for offering and sale under the
<br />securities or "blue sky" laws of such jurisdictions of the United States as the
<br />Underwriter may request, provided that such Borrower shall not be required to
<br />qualify to do business in any jurisdiction where it is not now so qualified, or to take
<br />any action which would subject it to general service of process in any jurisdiction
<br />where it is not now so subject. Such Borrower ratifies and consents to the use of the
<br />Preliminary Official Statement, the Official Statement and drafts thereof prior to the
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