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the Indentwe and compliance with the provisioas on the part of Trustce contained therein,does
<br /> not conflict with or constitute a breach of or default under any law,adminisuative regulation,
<br /> judgment,d�ree,loan agreement,indenture,note,resolurion,agreement or other instrument to
<br /> which Trustee is a party or is otherwise subject(except that no representation or warranty is made
<br /> with respect to any federal or state securities or blue sky laws or regulations),nor will any such
<br /> execution,delivery,adoption or compliance result in the creation or imposirion of any lien,
<br /> charge or other securiry interest or encumbrance of any nahue whatscever upon any of the
<br /> properties or assets held by Trustee pursuant to the Indenture or the Fscrow Agreement under the
<br /> terms of any such law,administrative regularion,judgment,decree,loan agreement,indenture,
<br /> bond,note,resolution,agreement or other instrument,except as provided by the Indenture; and
<br /> (E)to the best knowledge of Trustee,it has not been served with any action,suit,proceeding,
<br /> inquiry or investigation in Iaw or in equiry,before or by any court,govemmental agency,public
<br /> board or body,nor is any such action or other proceeding tlueatened against Trustee,affecting the
<br /> existence of Trustee,or t6e titles of its officers to t6eu respective offices or seeking to prohibit,
<br /> restrain,or enjoin the execurion and delivery of the Series 2015 Bonds of the Indenhue,or in any
<br /> way contesting or affecting the validity or enforceability of the Indenture or contesting the powers
<br /> of Trustee or its authority to enter into,adopt or perform its obligations under any of the
<br /> foregoing to which it is a party,wherein an unfavorable decision,ruling or finding would
<br /> materially adversely affect the validity or enforceability of the Series 2015 Bonds,the Indenture
<br /> or the power and suthority of Trustee to enter into and perform its respective duties under such
<br /> agreements and to authenticate and deliver the Series 2015 Bonds to the Uoderwriter;
<br /> (13) Cert�cate of the Escrow Agent. A certificate of the Bank,in its capacity as
<br /> Escrow Agent,dated the Closing Date,signed by a duly authorized officisl,to the et�ect that: (A)
<br /> Escrow Agent is a national banking association organized and existing under the laws of the
<br /> United States of America,having the fuli power and being qualified to enter into and perform its
<br /> ' duties under the Escrow Agreement;(B)Escrow Agent is duly suthorized to enter into the
<br /> Escrow Agreement;(C)the execution and delivery of the Escrow Agreement and compliance
<br /> with the provisions on the part of Escrow Agent contained therein,does not conflict with or
<br /> consritute a breach of or default under any law,administrative regulation,judgment,decree, loan
<br /> agreement,indenture,note,resolution,agreement or other instrument to which Escrow Agent is a
<br /> party or is otherwise subject(except that no representation or warranry is made with respect to
<br /> any federal or state securities or blue sky laws or regulations),nor will any such execution,
<br /> delivery,adoption or compliance result in the creation or imposition of any lien,charge or other
<br /> security interest or encumbrance of any nature whatsoever upon any of the properties or assets
<br /> held by Escrow Agent pursuant to the Escrow Agreement under the terms of any such law,
<br /> administrative regulation,judgment,decree,loan agreement,indenture,bond,note,resolution,
<br /> agreement or other instrument,except as provided by the Escrow Agreement;and(D)to the best
<br /> knowledge of Escrow Agent, it has not been served with any action,suit,proceeding,inquiry or
<br /> investigation in law or in equity,before or by any court,governmental agency,public board or
<br /> body,nor is any such action or other proceeding threatened against Escrow Agent,affecting the
<br /> existence of Escraw Agent,or the ritles of its officers to their respective offices or seeking to
<br /> prohibit,restrain,or enjoin the execution and delivery of Escrow Agreement,or in any way
<br /> contesting or affecting the validity or enforceability of the Escrow Agreement or contesting the
<br /> powers of Escrow Agent or its authority to enter into,adopt or perform its obligations under any
<br /> of the foregoing to which it is a party,wherein an unfavorable decision,ruling or finding would
<br /> materially advetsely affect the validity or enforceability of the Escrow Agreement or t6e power
<br /> and authority of Escrow Agent to enter into and perform its duties under such agreements;
<br /> 13
<br /> 31498-0016�BPA-FIN
<br /> SF1321373079.5
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