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The Issuer represents and warrants that: <br /> (a) It is duly authorized by the Constitution and laws of the State, including particularly and <br /> without limitation the Act, to issue the Bonds, to execute and deliver the Indenture, the Loan Agreement <br /> and the Regulatory Agreement and to provide the security for payment of the Bond Service Charges in <br /> the manner and to the extent set forth in the Indenture. <br /> (b) All actions required on its part to be performed for the issuance, sale and delivery of the <br /> Bonds and for the execution and delivery of the Indenture and the Loan Agreement have been taken duly <br /> and effectively, as advised by Bond Counsel. <br /> (c) The Bonds will be valid and enforceable special obligations of the Issuer according to <br /> their terms. <br /> THE LOAN AGREEMENT <br /> The following is a summary of certain provisions of the Loan Agreement. The summary does not <br /> purport to be complete or definitive and is qualified in its entirety by reference to the Loan Agreement, a <br /> copy of which is on file with the Issuer and the Trustee. <br /> Representations of the Issuer <br /> In the Loan Agreement,the Issuer represents and warrants that: <br /> (a) It is validly existing as a municipal corporation of the State pursuant to the Act, and has <br /> full legal right, power and authority (i) to enter into the Loan Agreement; (ii) to adopt the Bond <br /> Resolution and cause the delivery of the Bonds to the Bondholders pursuant to the Bond Resolution and <br /> the Loan Agreement as provided therein; (iii) to lend the proceeds of the Bonds to the Borrower for the <br /> purpose set forth in the Loan Agreement; and (iv) to carry out and consummate the transactions <br /> contemplated by the Loan Agreement, the Indenture and the Regulatory Agreement (collectively, the <br /> "Issuer Documents"); <br /> (b) The Issuer, with respect to the Bonds, as advised by Bond Counsel, has complied, and <br /> will at the Closing Date be in compliance in all material respects with the Issuer Documents and the <br /> relevant laws of the State; <br /> (c) (i) At or prior to the Closing Date, the Issuer will have taken all action required to be <br /> taken by it to authorize the issuance and sale of the Bonds and the performance of its obligations under <br /> the Issuer Documents; (ii) the Issuer has full legal right, power and authority to enter into the Issuer <br /> Documents, will have full legal right, power and authority to deliver the Bonds to the Bondholders and to <br /> perform its obligations under the Bonds and the Issuer Documents, and all other documents to be <br /> executed by the Issuer in accordance with the issuance of the Bonds, and to carry out and effectuate the <br /> transactions contemplated by the Issuer Documents; (iii) on or prior to the Closing Date, the execution <br /> and delivery of, and the performance by the Issuer of the obligations contained in the Bonds and the <br /> Issuer Documents will have been duly authorized, and, when executed, the Issuer Documents will <br /> constitute valid and legally binding limited obligations of the Issuer enforceable against the Issuer in <br /> accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization <br /> or similar laws 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 judgments against <br /> public bodies; (iv)the Issuer has duly authorized the consummation by it of all transactions contemplated <br /> -25 - <br />