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(d) The Issuer, to its knowledge, is not in breach of or default under any applicable
<br /> law or administrative regulation of the State or the United States that would impair the
<br /> performance of its obligations under this Bond Purchase Agreement; and the execution and
<br /> delivery by the Issuer of the Bonds and the Issuer Documents, and compliance by the Issuer with
<br /> its obligations thereunder, will not, to the knowledge of the Issuer, conflict with or constitute a
<br /> breach of or default under any law, administrative regulation,judgment, decree, loan agreement,
<br /> note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise
<br /> subject.
<br /> (e) All approvals, consents and orders of any governmental authority, board, agency
<br /> or commission having jurisdiction that would constitute a condition precedent to the performance
<br /> by the Issuer of its obligations hereunder have, as advised by Bond Counsel, been obtained.
<br /> (f) The Issuer has received no notice of any action, suit, proceeding, inquiry or
<br /> investigation to which the Issuer is a party, at law or in equity, before or by any court, public
<br /> board or body, pending or threatened against the Issuer affecting the existence of the Issuer or
<br /> the titles of its officials to their respective offices or seeking to prohibit, restrain or enjoin the
<br /> financing or the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the
<br /> Issuer to be pledged, as provided in the Indenture, to pay the principal of and interest on the
<br /> Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds or the
<br /> Issuer Documents or contesting in any way the completeness or accuracy of the Official
<br /> Statement, or contesting the powers or authority of the Issuer for the issuance of the Bonds, the
<br /> execution and delivery of this Bond Purchase Agreement, the Bonds, or the Issuer Documents
<br /> wherein an unfavorable decision, ruling or finding would materially adversely affect the validity
<br /> or enforceability of the Bonds or the Issuer Documents to which it is a party.
<br /> (g) The Bonds, when issued, authenticated and delivered in accordance with the
<br /> Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding
<br /> special limited obligations of the Issuer payable solely from the Trust Estate (as defined in the
<br /> Indenture) enforceable in accordance with their terms and entitled to the benefits of the Indenture
<br /> subject to (i) the exercise of judicial discretion in accordance with general principles of equity,
<br /> and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
<br /> creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable. The
<br /> Bonds shall not be construed to constitute an indebtedness or pledge of the money (except as
<br /> provided in the Indenture), the faith and credit or taxing power of the Issuer or a loan of credit of
<br /> the foregoing.
<br /> (h) The execution and delivery of this Bond Purchase Agreement by the Issuer shall
<br /> constitute a representation by the Issuer to the Underwriter that the representations and
<br /> agreements contained in this Section are true as of the date hereof; provided, however, that as to
<br /> information furnished bytheOwner O epursuant to this Bond Purchase Agreement, the Issuer is
<br /> relying solely on such information in making the Issuer's representations and agreements, and as
<br /> to all matters of law the Issuer is relying on the advice of bond counsel or other counsel to the
<br /> Issuer; and provided further, that no member, officer, agent or employee of the governing body
<br /> of the Issuer shall be individually liable for the breach of any representation, warranty or
<br /> agreement contained herein.
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