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ARTICLE II <br /> REPRESENTATIONS <br /> Section 2.1. Representations of the Issuer. <br /> The Issuer represents and warrants and agrees that: <br /> (a) It is validly existing as a municipal corporation of the State pursuant to the <br /> Act, and has full legal right, power and authority (i) to enter into this Agreement; (ii) to <br /> adopt the Bond Resolution and cause the delivery of the Bonds pursuant to the Bond <br /> Resolution and this Agreement as provided herein; (iii) to loan the proceeds of the Bonds <br /> in thisAgreement; and (iv) to carryout and <br /> to the Borrower for the purpose set forth gr <br /> consummate the transactions contemplated by this Agreement, the Indenture and the <br /> Regulatory Agreement(collectively, the"Issuer Documents"). <br /> (b) The Issuer, with respect to the Bonds, as advised by Bond Counsel, has <br /> complied, and will at the Closing Date be in compliance in all material respects with the <br /> Issuer Documents and the relevant laws of the State; <br /> (c) (i) At or prior to the Closing, the Issuer will have taken all action required <br /> to be taken by it to authorize the issuance and sale of the Bonds and the performance of <br /> its obligations under the Issuer Documents; (ii) the Issuer has full legal right, power and <br /> authority to enter into the Issuer Documents, will have full legal right, power and <br /> authority to deliver the Bonds to the Holder and to perform its obligations hereunder as <br /> provided in this Agreement, the Bonds and the Issuer Documents, and all other <br /> documents to be executed by the Issuer in accordance with the issuance of the Bonds, and <br /> to carry out and effectuate the transactions contemplated by this Agreement and the <br /> Issuer Documents; (iii) on or prior to the Closing Date, the execution and delivery of, and <br /> the performance by the Issuer of the obligations contained in the Bonds, this Agreement <br /> and the Issuer Documents shall have been duly authorized, and when executed this <br /> Agreement, and the Issuer Documents will constitute valid and legally binding limited <br /> obligations of the Issuer enforceable against the Issuer in accordance with their respective <br /> terms, subject to any applicable bankruptcy, insolvency, reorganization or similar laws <br /> affecting the enforcement of creditors' rights generally and the application of equitable <br /> principles where equitable remedies are sought and limitations on the enforcement of <br /> judgments against public bodies; (iv) the Issuer has duly authorized the consummation by <br /> it of all transactions contemplated by this Agreement; and (v) the Issuer Documents have <br /> been duly and validly adopted by the Issuer and are at the time of acceptance hereof in <br /> full force and effect; <br /> (d) The Issuer, with respect to the Bonds, has not received notice that it is in <br /> material breach of or default under any applicable law or administrative regulation of the <br /> State, any department, division, agency or instrumentality thereof, or the United States or <br /> any applicable judgment or decree or any loan agreement, note, resolution, certificate, <br /> agreement or other instrument to which the Issuer is a party or is otherwise subject; and <br /> the adoption of the Bond Resolution and the execution and delivery of this Agreement, <br /> the Bonds, the other Issuer Documents and all other documents to be executed by the <br /> 3 <br />