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