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Bonds to the purchaser and to perform its obligations under the Loan Documents, and all other
<br /> documents to be executed by the Issuer in accordance with the issuance of the Bonds, and to carry
<br /> out and effectuate the transactions contemplated by the Loan Documents; (iii) on or prior to the
<br /> issuance of the Bonds, the execution and delivery of, and the performance by the Issuer of the
<br /> obligations contained in the Bonds, the Loan Documents shall have been duly authorized, and
<br /> when executed the Loan Documents will constitute valid and legally binding limited obligations
<br /> of the Issuer enforceable against the Issuer in accordance with their respective terms, subject to
<br /> any applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
<br /> of creditors' rights generally and the application of equitable principles where equitable remedies
<br /> are sought and limitations on the enforcement of judgments against public bodies; (iv) the Issuer
<br /> has duly authorized the consummation by it of all transactions contemplated by this Agreement;
<br /> and(v)the Loan Documents have been duly and validly adopted by the Issuer and are at the time
<br /> of acceptance hereof in full force and effect;
<br /> (d) The Issuer, with respect to the Bonds,has not received notice that it is in material
<br /> breach of or default under any applicable law or administrative regulation of the State, any
<br /> department, division, agency or instrumentality thereof, or the United States or any applicable
<br /> judgment or decree or any loan agreement, note, resolution, certificate, agreement or other
<br /> instrument to which the Issuer is a party or is otherwise subject; and the adoption of and the
<br /> execution and delivery of the Bonds,the Loan Documents and all other documents to be executed
<br /> by the Issuer in connection with the issuance of the Bonds, and compliance with the provisions of
<br /> each thereof do not, to the Issuer's knowledge, conflict with or constitute a material breach of or
<br /> default under any applicable law or administrative regulation of the State, any department,
<br /> division, agency or instrumentality thereof, or the United States or any applicable judgment or
<br /> decree, or any loan agreement, note, resolution, certificate, agreement or other instrument to
<br /> which the Issuer is a party or is otherwise subject;
<br /> (e) All approvals, consents, and orders of any governmental authority, board, agency
<br /> or commission having jurisdiction which would constitute a condition precedent to the
<br /> performance by the Issuer,of its obligations hereunder and under the Bond Legislation, the Issuer
<br /> Documents and the Bonds and all other documents to be executed by the Issuer in connection
<br /> with the issuance of the Bonds have been obtained;
<br /> (f) The Issuer will not take or omit to take any action,which action or omission will
<br /> adversely affect the exclusion from gross income for federal income tax purposes of the interest
<br /> on the Bonds under the Code;
<br /> (g) The Bonds, when delivered and sold as provided herein, will have been duly
<br /> authorized and executed and will constitute validly issued and binding limited obligations of the
<br /> Issuer in conformity with, and entitled to the benefit and security of, the Act and the Loan
<br /> Documents;
<br /> (h) The Issuer agrees that all representations, warranties and covenants made by it
<br /> herein, and in certificates, agreements or other instruments delivered pursuant hereto or in
<br /> connection herewith, shall be deemed to have been relied upon by the bondholders, and that all
<br /> representations, warranties and covenants made by the Issuer herein and therein and all the
<br /> bondholders' rights hereunder and thereunder shall survive the delivery of the Bonds;
<br /> (i) The Issuer covenants that it will not pledge the amounts derived from this
<br /> Agreement other than as contemplated by this Agreement;
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