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<br />compliance with the provisions of each of such agreements or instruments do not and will not
<br />conflict with or constitute a breach of or default under any applicable constitutional provision,
<br />law or administrative rule or regulation of the State or the United States or any applicable
<br />judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution,
<br />ordinance agreement or other instrument to which the Authority (or any of its officers in their
<br />respective capacities as such) is subject, or by which it or any of its properties is bound; nor will
<br />any such authorization, execution, delivery or compliance result in the creation or imposition of
<br />any lien, charge or other security interest or encumbrance of any nature whatsoever upon any
<br />of its assets or properties or under the terms of any such law, regulation or instrument, except
<br />as may be provided by the Bonds and the Authority Documents.
<br />
<br />(f) No Litigation. As of the time of acceptance hereof and the Closing, except as
<br />disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or
<br />in equity, before or by any court, government agency, public board or body, pending and served
<br />or, to the best of the Authority’s knowledge, threatened (i) in any way questioning the corporate
<br />existence of the Authority or the titles of the officers of the Authority to their respective offices;
<br />(ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any
<br />of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the
<br />principal of and interest on the Bonds, or in any way contesting or affecting the validity of the
<br />Bonds, the Authority Documents or the consummation of the transactions contemplated thereby
<br />or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting
<br />the powers of the Authority or its authority to issue the Bonds; (iii) which may result in any
<br />material adverse change relating to the Authority; or (iv) contesting the completeness or
<br />accuracy of the Preliminary Official Statement or the Official Statement or any supplement or
<br />amendment thereto or asserting that the Preliminary Official Statement or the Official Statement
<br />contained any untrue statement of a material fact or omitted to state any material fact required
<br />to be stated therein or necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading, and there is no basis for any
<br />action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv)
<br />of this sentence.
<br />
<br />(g) Representation to Underwriter. Any certificate signed by any official of the
<br />Authority and delivered to the Underwriter shall be deemed to be a representation and warranty
<br />by the Authority to the Underwriter as to the statements made therein.
<br />(h) Relationship to Underwriter. The Authority acknowledges and agrees that: (i) the
<br />purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s length,
<br />commercial transaction between the Authority and the Underwriter, (ii) in connection with such
<br />transaction and with the discussions, undertakings and procedures leading up to the
<br />consummation of such transaction, the Underwriter is and has been acting solely as a principal
<br />and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange
<br />Act of 1934, as amended (the “Exchange Act”)), (iii) the Underwriter has not assumed any
<br />advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated
<br />hereby and the discussions, undertakings and proceedings leading thereto (irrespective of
<br />whether the Underwriter has provided other services or is currently providing other services to
<br />the Authority on other matters) or any other obligation to the Authority except the obligations
<br />expressly set forth in this Bond Purchase Agreement, (iv) the Authority has consulted its own
<br />legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed
<br />appropriate in connection with the transaction contemplated herein, (v) the Underwriter has
<br />financial interests that may differ from and be adverse to those of the Authority, and (vi) the
<br />8.C. - Page 227
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