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reorganization, moratorium and other similar laws of general applicability affecting the enforcement of
creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered
in equity or in law.
6. The execution and delivery of the Borrower Documents, the performance by Borrower of
its obligations thereunder and the consummation of the transactions contemplated therein are within the
organizational powers of Borrower and will not (i) conflict with or constitute a breach of the Borrower’s
organizational documents; (ii) to our knowledge, constitute a default under any indenture, mortgage, deed
of trust or other material lien, lease, contract, note, order, judgment, decree or other material agreement,
instrument or restriction of any kind to which Borrower is a party or by which any of its properties are
bound or affected; or (iii) result in a violation of any constitutional or statutory provision or any material
order, rule, regulation, decree or ordinance of any court, government or governmental authority known to
us to be applicable to the Borrower or its property.
7. To the best of our knowledge after due and diligent inquiry, as of the Closing Date, the
Borrower is not in violation of, breach of or default under any applicable constitutional provision or law of
any state or of the United States, or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Borrower or any of its activities, properties or assets, or any indenture,
mortgage, deed of trust, resolution, note, agreement (including, without limitation, the Borrower
Documents) or other agreement or instrument to which the Borrower is a party or by which the Borrower
or any of its property or assets is bound, and no event has occurred and is continuing which with the passage
of time or the giving of notice, or both, would constitute such a default or event of default under any such
instruments; and the execution and delivery of the Bonds and the Borrower Documents, and compliance
with the provisions on the Borrower’s part contained therein, do not and will not conflict with, or constitute
on the part of the Borrower a violation of, breach of or default under, any applicable constitutional provision
or law of any state or of the United States, or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Borrower or any of its activities, properties or assets, or any
indenture, mortgage, deed of trust, resolution, note, agreement or other agreement or instrument to which
the Borrower is a party or by which the Borrower or any of its property or assets is bound, nor will any such
execution, delivery or compliance result in the creation or imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower or
under the terms of any such law, regulation or instrument, except as provided by the Bonds or the Borrower
Documents.
8. As of the Closing Date, all consents, approvals, authorizations, and orders of or filings or
registrations with any governmental authority, board, agency or issuer of any state or of the United States
having jurisdiction required in connection with, or the absence of which would materially adversely affect,
the execution and delivery by the Borrower of the Borrower Documents or the performance by the Borrower
of its obligations thereunder have been obtained or made and are in full force and effect.
9. To the best of our knowledge after due and diligent inquiry, as of the Closing Date, there
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any judicial or
administrative court or governmental agency or body, state, federal or other, pending or, to the best of our
knowledge, threatened against the Borrower, affecting the existence of the Borrower or the titles of its
officers to their respective offices, or contesting or affecting as to the Borrower the validity or enforceability
of the Act, the Bonds, any Borrower Document or the execution and delivery or adoption by the Borrower
of any Borrower Document, or in any way contesting or challenging the completeness or accuracy of the
Preliminary Official Statement or the Official Statement or the powers of the Borrower or its authority with
respect to the Borrower Documents or the consummation of the transactions contemplated thereby; nor, to
the best of our knowledge, is there any basis for any such action, suit, proceeding, inquiry or investigation,
wherein an unfavorable decision, ruling or finding would materially adversely affect the financial condition
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