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<br />(c) The consummation of the transactions herein contemplated and carrying
<br />out of the terms hereof will not result in violation of any provision of, or a default under,
<br />the articles of incorporation or bylaws of the Corporation or any indenture, mortgage,
<br />deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule or regulation
<br />to which the Corporation is a party or by which it or its property is bound; provided,
<br />however, that the representations and warranties in this paragraph shall not apply to the
<br />qualification of the Bonds under state securities or Blue Sky laws.
<br />(d) No approval, authorization, consent or other order of any public board or
<br />body not obtained as of the date hereof (other than the registration under and compliance
<br />with the securities or Blue Sky laws of various states) is legally required for the
<br />transactions contemplated hereby.
<br />(e) The Corporation is not in violation of any provision of, or in default under,
<br />its articles of incorporation or bylaws or any indenture, mortgage, deed of trust,
<br />indebtedness, agreement, instrument, judgment, decree, order, or, to the knowledge of the
<br />Corporation, any statute, rule or regulation to which it is a party or by which it or its
<br />property is bound, other than violations and defaults which would not have a material
<br />effect on the financial position of such Corporation and which would have no effect on
<br />the transactions contemplated hereby. Except as may be described in the Official
<br />Statement, there is no provision of any document, instrument, agreement, judgment,
<br />decree, order, or, to the best knowledge of the Corporation, any statute, rule or regulation,
<br />that materially adversely affects the business, properties, assets, liabilities or condition
<br />(financial or other) of either Corporation.
<br />(f) Except as may be described in the Official Statement, there are no legal or
<br />governmental proceedings pending or, to the Corporation’s knowledge, threatened or
<br />contemplated by governmental authorities or threatened by others to which the
<br />Corporation is or may become a party or of which any property of the Corporation is or
<br />may become subject, other than ordinary routine litigation incident to the kind of business
<br />conducted by the Corporation which, if determined adversely to the Corporation, would
<br />not individually or in the aggregate have a material adverse effect on the financial
<br />position of the Corporation.
<br />(g) The information in the Official Statement, including but not limited to the
<br />information concerning the Corporation, the Guarantor, the facilities of the Corporation,
<br />the Project, the Financial Feasibility Study, the security for the Bonds, Bondholders’
<br />Risks, and the estimated sources and application of funds, and including all information
<br />in Appendices A, B and C to the Official Statement, does not contain any untrue
<br />statement of a material fact and does not omit to state a material fact necessary in order to
<br />make the statements contained therein not misleading.
<br />(h) Subsequent to the respective dates as of which the information referred to
<br />in paragraph (g) was given and prior to the Closing Date hereinafter mentioned,
<br />(1) except as may be described in the Official Statement, the Corporation has not incurred
<br />and shall not have incurred any material liabilities or obligations, direct or contingent,
<br />except in the ordinary course of business, and has not entered and shall not have entered
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