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<br />Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated
<br />Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond
<br />Purchase and Covenant Agreement, the Letter of Representations, the Original Indenture, the
<br />Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third
<br />Amended and Restated Indenture.
<br />(d) It has duly authorized (i) the execution, delivery and performance of the
<br />Original Agreement, the First Amended and Restated Agreement, the Second Amended and
<br />Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and
<br />Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the
<br />Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second
<br />Amended and Restated Indenture and the Third Amended and Restated Indenture, and (ii) the
<br />taking of any and all such actions as may be required on the part of the Issuer to carry out, give
<br />effect to and consummate the transactions contemplated by such instruments.
<br />(e) The Original Agreement, the First Amended and Restated Agreement, the
<br />Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the
<br />Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and
<br />Covenant Agreement, the Letter of Representations, the Original Indenture, the Amended and
<br />Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and
<br />Restated Indenture constitute legal, valid and binding obligations of the Issuer, enforceable in
<br />accordance with their respective terms, and have been duly authorized and executed by the Issuer,
<br />and, when authenticated by the Trustee in accordance with the provisions of the Third
<br />Amended and Restated Indenture, the Project Bonds will have been duly authorized, executed,
<br />issued and delivered and will constitute legal, valid and binding special and limited
<br />obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the
<br />State, enforceable in accordance with their terms, except as the enforceability hereof and thereof
<br />may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws
<br />affecting creditors’ rights generally and general principles of equity.
<br />(f) There is no action, suit, proceeding, inquiry, or investigation to which the
<br />Issuer is a party at law or in equity or before or by any court, public board or body, pending
<br />or, to the knowledge of the Issuer, except as otherwise disclosed in the Offering Circular (as
<br />defined in the Bond Purchase and Covenant Agreement), threatened against the Issuer, which in
<br />any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b)
<br />above or the validity of any proceedings taken by the Issuer in connection with the issuance of the
<br />Project Bonds or wherein any unfavorable decision, ruling or finding could materially adversely
<br />affect the transactions contemplated by the Original Agreement, the First Amended and
<br />Restated Agreement, the Second Amended and Restated Agreement or this Third Amended
<br />and Restated Agreement or which, in any way, would adversely affect the validity or
<br />enforceability of the Project Bonds, the Letter of Representations, the Original Indenture, the
<br />Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third
<br />Amended and Restated Indenture, the Bond Purchase and Covenant Agreement, the Amended
<br />and Restated Bond Purchase and Covenant Agreement, the Original Agreement, the First
<br />Amended and Restated Agreement, the Second Amended and Restated Agreement or this
<br />Third Amended and Restated Agreement (or of any other instrument required of the Issuer or
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