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material fact necessary to make the statements therein, in the light of the circumstances
<br />under which they were made, not misleading.
<br />(I) The Authority is not in breach of or in default under any applicable
<br />constitutional provision, law, or administrative rule or regulation of the State or the
<br />United States, or any applicable judgment, decree, consent, or other agreement to which
<br />the Authority is a party, and no event has occurred and is continuing that, with the
<br />passage of time or the giving of notice, or both, would constitute such a default or event
<br />of default under any of the foregoing.
<br />(J) The authorization, execution, and delivery by the Authority of the
<br />Authority Documents, and compliance by the Authority with the provisions thereof, do
<br />not and will not conflict with or constitute a breach of or default by the Authority under
<br />any applicable constitutional provision, law, or administrative rule or regulation of the
<br />State or the United States, or any applicable judgment, decree, consent, or other
<br />agreement to which it is bound or by which its properties may be affected.
<br />(K) No authorization, consent, or approval of, or filing or registration with,
<br />any Governmental Authority (as defined below) or court is, or under existing
<br />requirements of law will be, necessary for the valid execution and delivery of, or
<br />performance by the Authority of its obligations wider, the Authority Documents, other
<br />than any authorization, consent, approval, filing, or registration as may be required under
<br />the Blue Sky or securities laws of any state in connection with the offering, sale, or
<br />issuance of the Bonds. All authorizations, consents, or approvals of, or filings or
<br />registrations with, any Governmental Authority or court necessary for the valid issuance
<br />of, and performance by the Authority of its obligations under, the Bonds will have been
<br />duly obtained or made prior to the issuance of the Bonds (and disclosed to the
<br />Underwriter). As used herein, the term "Governmental Authority" refers to any
<br />legislative body or governmental official, department, commission, board, bureau,
<br />agency, instrumentality, body, or public benefit corporation.
<br />(L) The Authority shall furnish such information, execute such instruments,
<br />and take such other action in cooperation with the Underwriter as the Underwriter may
<br />reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky
<br />or other securities laws and regulations of such states and other jurisdictions of the United
<br />States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds
<br />for investment under the laws of such states and other jurisdictions, and shall use its best
<br />efforts to continue such qualifications in effect so long as required for the distribution of
<br />the Bonds; provided, however, that the Authority shall not be required to execute a
<br />general consent to service of process or qualify to do business in connection with any
<br />such qualification or determination in any jurisdiction.
<br />(M) There is no action, suit, proceeding, inquiry, or investigation, at law or in
<br />equity, before or by any court, regulatory agency, or public board or body, pending or, to
<br />the best knowledge of the Authority, threatened (i) in any way questioning the existence
<br />of the Authority or the titles of the officers of the Authority to their respective offices;
<br />46331186.2
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