(D) issue, sell and deliver the Bonds to the Underwriters as provided herein, and (E) carry
<br />• out and consummate all transactions contemplated by each of the foregoing; and (ii) the
<br />Commission has full legal right, power and authority to (A) adopt the Resolutions adopted
<br />by it, (B) execute and deliver the Lease, and (C) carry out and consummate all transactions
<br />contemplated by each of the foregoing;
<br />(f) By all necessary official action, (i) the Issuer has duly (A) authorized and
<br />approved the Preliminary Official Statement. and the Official Statement, and (B) authorized
<br />and approved the execution and delivery of, and the performance by the Issuer of its
<br />obligations contained in, the Bonds, this Contract, the Trust Agreement, the Lease, and the
<br />consummation by the Issuer of all transactions contemplated hereby and thereby; and (ii) the
<br />Commission has duly authorized and approved the execution and delivery of, and
<br />performance by the Commission of its obligations contained in, the Lease and the
<br />consummation by the Commission of all transactions contemplated thereby;
<br />(g) The Bonds, when issued, authenticated and delivered to the Representative,
<br />on behalf of the Underwriters, in accordance with this Contract, will constitute legal, valid
<br />and binding obligations of the Issuer of the character described in the Official Statement,
<br />enforceable in accordance with their terms;
<br />(h) Neither the Issuer nor the Commission is in breach of or default under any
<br />applicable constitutional provision, law or administrative regulation, any applicable judgment,
<br />decree or order of any court, regulatory body or other public body, or any loan agreement,
<br />indenture, bond, note, resolution, agreement or other instrument to which it is a party or to
<br />• which it or any of its property or assets is otherwise subject, and no event has occurred and
<br />is continuing which, with the passage of time or the giving of notice, or both, would
<br />constitute a default or event of default under any such instrument, which would adversely
<br />effect this Contract or the transactions described herein or the validity thereof; and the
<br />issuance and sale of the Bonds, the execution and delivery of this Contract, the Official
<br />Statement, the Trust Agreement and the Lease, the adoption of the Resolutions, and the
<br />Issuer's and Commission's compliance with the provisions contained in each thereof, will not
<br />conflict with or constitute a breach of or default under any applicable constitutional provision,
<br />law or administrative regulation, any applicable judgment, decree or order of any court,
<br />regulatory body or other public body, or any loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the Issuer or the Commission is a party
<br />or to which the Issuer or Commission or any of its respective property or assets is otherwise
<br />subject, nor will such issuance, sale, execution, delivery, adoption or compliance result in
<br />the creation or imposition of any lien, charge or other security interest or encumbrance of
<br />any nature whatsoever upon any of the property or assets of the Issuer or the Commission
<br />except as set forth in the documents referred to herein;
<br />(i) Any and all authorizations, approvals, licenses, permits, consents and orders
<br />of any governmental authority, legislative body, board, agency or commission which are
<br />required for the due authorization of, which constitute a condition precedent to or the absence
<br />of which would materially adversely affect the due performance by the Issuer of its
<br />obligations in connection with the sale of the Bonds under this Contract, have been or will
<br />• be obtained prior to the Closing Date, except for such authorizations, approvals, licenses,
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