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(b) Due Execution. The representative of the Authority executing the Site and Facility
<br /> Lease, this Lease Agreement and the Assignment Agreement is fully authorized to execute the
<br /> same under official action taken by the Board of Directors of the Authority.
<br /> (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease, this Lease
<br /> Agreement and the Assignment Agreement have been duly authorized, executed and delivered
<br /> by the Authority and constitute the legal, valid and binding agreements of the Authority,
<br /> enforceable against the Authority in accordance with their respective terms.
<br /> (d) No Conflicts. The execution and delivery of the Site and Facility Lease, this Lease
<br /> Agreement and the Assignment Agreement, the consummation of the transactions herein and
<br /> therein contemplated and the fulfillment of or compliance with the terms and conditions hereof
<br /> and thereof, do not and will not conflict with or constitute a material violation or breach of or
<br /> default (with due notice or the passage of time or both) under any applicable law or
<br /> administrative rule or regulation, or any applicable court or administrative decree or order,or any
<br /> indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the
<br /> Authority is a party or by which it or its properties are otherwise subject or bound, or result in the
<br /> creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever
<br /> upon any of the property or assets of the Authority, which conflict, violation, breach, default,
<br /> lien, charge or encumbrance would have consequences that would materially and adversely
<br /> affect the consummation of the transactions contemplated by the Site and Facility Lease, this
<br /> Lease Agreement and the Assignment Agreement or the financial condition, assets, properties or
<br /> operations of the Authority.
<br /> (e) Consents and Approvals. No consent or approval of any trustee or holder of any
<br /> indebtedness of the Authority, and no consent, permission, authorization, order or license of, or
<br /> filing or registration with, any Governmental Authority is necessary in connection with the
<br /> execution and delivery of the Site and Facility Lease, this Lease Agreement or the Assignment
<br /> Agreement, or the consummation of any transaction herein or therein contemplated, except as
<br /> have been obtained or made and as are in full force and effect.
<br /> (fl No Litigation. To the best knowledge of the Authority, there is no action, suit,
<br /> proceeding, inquiry or investigation before or by any court or federal, state, municipal or other
<br /> Governmental Authority pending and notice of which has been served on the Authority or, to the
<br /> knowledge of the Authority after reasonable investigation, threatened against or affecting the
<br /> Authority or the assets, properties or operations of the Authority which, if determined adversely
<br /> to the Authority or its interests,would have a material and adverse effect upon the consummation
<br /> of the transactions contemplated by or the validity of the Site and Facility Lease, this Lease
<br /> Agreement or the Assignment Agreement, or upon the financial condition, assets, properties or
<br /> operations of the Authority, and the Authority is not in default with respect to any order or
<br /> decree of any court or any order, regulation or demand of any federal, state, municipal or other
<br /> Governmental Authority, which default might have consequences that would materially and
<br /> adversely affect the consummation of the transactions contemplated by the Site and Facility
<br /> Lease, this Lease Agreement vr the Assignment Agreement or the financial condition, assets,
<br /> properties or operations of the Authority.
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<br /> 338802_2.DOC
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