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<br />perform the duties and obligations imposed on it hereunder and thereunder. The
<br />Board of the Authority has duly authorized the execution and delivery of this
<br />Agreement and the Indenture.
<br />
<br />(b) Due Execution. The representatives of the Authority executing
<br />this Agreement and the Indenture are fully authorized to execute the same.
<br />
<br />(c) Valid, Binding and Enforceable Obligations. This Agreement and
<br />the Indenture have been duly authorized, executed and delivered by the
<br />Authority and constitute the legal, valid and binding agreements of the Authority,
<br />enforceable against the Authority in accordance with their respective terms;
<br />except as the enforceability thereof may be subject to bankruptcy, insolvency,
<br />reorganization, moratorium and other similar laws affecting creditors’ rights
<br />heretofore or hereafter enacted and except as such enforceability may be subject
<br />to the exercise of judicial discretion in accordance with principles of equity.
<br />
<br />(d) No Conflicts. The execution and delivery hereof and of the
<br />Indenture, the consummation of the transactions herein and therein
<br />contemplated and the fulfillment of or compliance with the terms and conditions
<br />hereof and thereof, do not and will not conflict with or constitute a violation or
<br />breach of or default (with due notice or the passage of time or both) under any
<br />applicable law or administrative rule or regulation, or any applicable court or
<br />administrative decree or order, or any indenture, mortgage, deed of trust, lease,
<br />contract or other agreement or instrument to which the Authority is a party or by
<br />which it or its properties are otherwise subject or bound, or result in the creation
<br />or imposition of any prohibited lien, charge or encumbrance of any nature
<br />whatsoever upon any of the property or assets of the Authority, which conflict,
<br />violation, breach, default, lien, charge or encumbrance would have
<br />consequences that would materially adversely affect the consummation of the
<br />transactions contemplated hereby and by the Indenture or the financial condition,
<br />assets, properties or operations of the Authority, including but not limited to the
<br />performance of the Authority’s obligations under this Agreement and the
<br />Indenture.
<br />
<br />(e) Consents and Approvals. No consent or approval of any trustee
<br />or holder of any indebtedness of the Authority, and no consent, permission,
<br />authorization, order or license of, or filing or registration with, any governmental
<br />authority is necessary in connection with the execution and delivery hereof or of
<br />the Indenture, or the consummation of any transaction herein or therein
<br />contemplated, except as have been obtained or made and as are in full force and
<br />effect.
<br />
<br />(f) No Litigation. There is no action, suit, proceeding, inquiry or
<br />investigation before or by any court or federal, state, municipal or other
<br />governmental authority pending or, to the knowledge of the Authority after
<br />reasonable investigation, threatened against or affecting the Authority or the
<br />assets, properties or operations of the Authority which, if determined adversely to
<br />the Authority or its interests, would have a material and adverse effect upon the
<br />consummation of the transactions contemplated by or the validity of this
<br />Agreement or the Indenture, or upon the financial condition, assets, properties or
<br />operations of the Authority, and the Authority is not in default with respect to any
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