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Smith Barney Shearson Inc. ,
<br /> as representative
<br /> Orrick, Herrington & Sutcliffe
<br /> March 23, 1994
<br /> Page 3
<br /> constitutional provision, law or administrative rule or
<br /> regulation of the State or the United States of America, or
<br /> any applicable judgment, decree, license, permit, trust
<br /> agreement, loan agreement, bond, note, resolution, ordinance,
<br /> agreement or other instrument to which the Authority (or any
<br /> of its officers in their respective capacities as such) is
<br /> subject, or by which it or any of its properties is bound, nor
<br /> will any such authorization, execution, delivery or compliance
<br /> result in the creation or imposition of any lien, charge or
<br /> other security interest or encumbrance of any nature
<br /> whatsoever upon any of its assets or properties or under the
<br /> terms of any such law, regulation or instrument, except as may
<br /> be provided by the Authority Documents or the JPA Agreement;
<br /> (vi) The information in the Official Statement under
<br /> the captions "THE AUTHORITY, " and "LITIGATION, " is true and
<br /> accurate to the best of my knowledge at and as of the date
<br /> hereof;
<br /> (vii) All authorizations, approvals, licenses,
<br /> permits, consents and orders of or filings with any
<br /> governmental authority, legislative body, board, agency or
<br /> commission having jurisdiction in the matters which are
<br /> required for the due authorization of, which would constitute
<br /> a condition precedent to or the absence of which would
<br /> materially adversely affect the due performance by the
<br /> Authority of its obligations in connection with, the Authority
<br /> Documents or the JPA Agreement have been duly obtained or
<br /> made, except as may be required under the Blue Sky or
<br /> securities laws of any state in connection with the offering
<br /> and sale of the Bonds;
<br /> (viii) No action, suit, proceeding, inquiry or
<br /> investigation, at law or in equity, before or by any court,
<br /> government agency, public board or body, is pending or, to the
<br /> best knowledge of the Authority after due investigation,
<br /> threatened (i) in any way questioning the existence of the
<br /> Authority or the titles of the officers of the Authority to
<br /> their respective offices; (ii) affecting, contesting or
<br /> seeking to prohibit, restrain or enjoin the execution or
<br /> delivery of any of the Bonds, or in any way contesting or
<br /> affecting the validity of the Bonds, the Authority Documents
<br /> or the JPA Agreement or the consummation of the transactions
<br /> contemplated thereby, or contesting the exclusion of the
<br /> interest on the Bonds from gross income for federal income tax
<br /> purposes or contesting the powers of the Authority to enter
<br /> into the Authority Documents; (iii) which may result in any
<br />
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