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<br />not been amended, modified or rescinded. When executed and delivered, and assuming due
<br />execution and delivery by the other parties thereto, if applicable, the Authority Documents will
<br />constitute the legally valid and binding obligations of the Authority enforceable in accordance with
<br />their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against
<br />joint powers authorities in the State. The Authority has complied, and will at the Closing be in
<br />compliance in all material respects, with the terms of the Authority Documents.
<br />(d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United
<br />States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is
<br />a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and
<br />is continuing which with the passage of time or the giving of notice, or both, would constitute such a
<br />default or event of default under any such instrument; and the adoption, execution and delivery of the
<br />Authority Documents, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree,
<br />loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the
<br />Authority is a party, nor will any such execution, delivery, adoption or compliance result in the
<br />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 Authority or under the terms of any such law,
<br />regulation or instrument, except as may be provided by the Authority Documents.
<br />(e) All material authorizations, approvals, licenses, permits, consents and orders
<br />of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the
<br />Authority of its obligations in connection with the Authority Documents have been duly obtained or,
<br />when required for future performance, are expected to be obtained, other than such approvals,
<br />consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses,
<br />permits, consents and orders of any governmental authority, board, agency or commission having
<br />jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly
<br />obtained.
<br />(f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date twenty-five (25) days following the end of the underwriting period (as defined herein), the Authority discovers any
<br />pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case,
<br />which might cause the Official Statement (as the same may have then been supplemented or
<br />amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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