(c) The Participant has full power and authority to adopt the Authorizing
<br /> Instrument, enter into this Agreement and issue the Bonds and perform its obligations
<br /> hereunder and thereunder.
<br /> (d) By all required action, the Participant has duly adopted the Authorizing
<br /> Instrument and authorized the execution and delivery of this Agreement,the Bonds and all
<br /> other papers delivered in connection herewith.
<br /> (e) Neither the execution of, nor the consummation of the transaction
<br /> contemplated by, this Agreement nor the compliance with the terms and conditions of any
<br /> other paper referred to herein,shall conflict with,result in a breach of or constitute a default
<br /> under, any indenture, mortgage, lease, agreement or instrument to which the Participant is
<br /> a party or by which the Participant or its property, including the Drinking Water System,
<br /> is bound or any law, regulation, order, writ, injunction or decree of any court or
<br /> governmental agency or instrumentality having jurisdiction.
<br /> (f) There is no litigation pending or, to the knowledge of the Participant, upon
<br /> investigation, threatened that (1) challenges or questions the validity or binding effect of
<br /> this Agreement, the Authorizing Instrument or the Bonds or the authority or ability of the
<br /> Participant to execute and deliver this Agreement or the Bonds and perform its obligations
<br /> hereunder or thereunder or (2) would, if adversely determined, have a significant adverse
<br /> effect on the ability of the Participant to meet its obligations under this Agreement, the
<br /> Authorizing Instrument or the Bonds.
<br /> (g) The Participant has not at any time failed to pay when due interest or principal
<br /> on, and it is not now in default under, any warrant or other evidence of obligation or
<br /> indebtedness of the Participant.
<br /> (h) All information furnished by the Participant to the Finance Authority or any of
<br /> the persons representing the Finance Authority in connection with the Loan or the Project
<br /> is accurate and complete in all material respects including compliance with the obligations,
<br /> requirements and undertakings imposed upon the Participant pursuant to this Agreement.
<br /> (i) The Participant has taken or will take all proceedings required by law to enable
<br /> it to issue and sell the Bonds as contemplated by this Agreement.
<br /> (j) For any outstanding bonds payable from the revenues of the Drinking Water
<br /> System which are on a parity with the Bonds,each Credit Provider,if any,that has provided
<br /> a Credit Instrument is at least rated on a long term basis "A-/A3" long term by Standard&
<br /> Poor's Ratings Services, a Division of the McGraw-Hill Companies and Moody's Investors
<br /> Service, Inc.,and their successors, except as represented and set forth in Exhibit C attached
<br /> thereto (and with respect to which true, accurate and complete copies of each such Credit
<br /> Instrument have been delivered to the Finance Authority).
<br /> Each of the foregoing representations and warranties will be deemed to have been made by
<br /> the Participant as of the date of this Agreement and as of the date of any disbursement of Loan
<br /> proceeds (including from the Construction Fund). Each of the foregoing representations and
<br /> warranties shall survive the Loan disbursements regardless of any investigation or investigations
<br /> the Finance Authority may have undertaken.
<br /> Section 3.04. Covenants Regarding Assignment. The Participant acknowledges that the
<br /> Finance Authority may pledge, sell or assign the Bonds or cause the Bonds to be pledged, sold or
<br /> assigned, and certain of its rights related thereto,as permitted pursuant to Section 5.02 herein. The
<br /> Participant covenants and agrees to cooperate with and assist in, at its expense, any such
<br /> assignment. Within 30 days following a request by the Finance Authority, the Participant
<br /> covenants and agrees with the Finance Authority that the Participant will, at its expense, furnish
<br /> any information, financial or otherwise, with respect to the Participant, this Agreement, the
<br /> Authorizing Instrument and the Bonds and the Drinking Water System as the Finance Authority
<br /> reasonably requests in writing to facilitate the sale or assignment of the Bonds.
<br /> Section 3.05. Nature of Information. All information furnished by the Participant to the
<br /> Finance Authority or any person representing the Finance Authority in connection with the Loan
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