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Smith Barney Shearson Inc. , as representative Orrick, Herrington & Sutcliffe March 23 , 1994 Page 2 under the Authority Documents and to carry out and consummate the transactions contemplated by the Authority Documents, the JPA Agreement and the Official Statement; (ii) By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in the Authority Documents and the JPA Agreement and the Authority Documents and the JPA Agreement constitute the legally valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms; (iii) The resolution of the Authority approving and authorizing the execution and delivery of the Authority Document, and approving the Official Statement, has been duly adopted at a meeting of the governing body of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is in full force and effect and has not been modified, amended or rescinded; (iv) The Authority is not in default, nor has it been in default, as to principal or interest with respect to an obligation issued or incurred by the Authority and the Authority is not and will not, in any manner which would materially adversely affect the transactions contemplated by the Authority Documents or the JPA Agreement, be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute, in any manner which would materially adversely affect the transactions contemplated by the Authority Documents, a default or event of default under any such instrument; (v) The authorization, execution and delivery of the Authority Documents and compliance with the provisions of each of such agreements or instruments and of the JPA Agreement do not and will not, in any manner which would materially adversely affect the transactions contemplated by the Authority Documents or the JPA Agreement, conflict with or constitute a breach of or default under any applicable