Common use of Representations of the Authority Clause in Contracts

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate, and a public instrumentality of the State. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the Indenture, pursuant to which the Authority's interest in this Agreement (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) The Authority has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement. (e) The Authority is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The Authority has found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority. (g) No member, officer or other official of the Authority has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the Indenture. (h) Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreement.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public corporate and corporate, politic and a public instrumentality of the State. Under the provisions State of the ActMaine duly created under 10 MRSA, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the IndentureSection 963. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the an Indenture, pursuant to which the Authority's ’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Bank, on a basis subordinate thereto, as security Trustee pursuant to the Indenture to provide for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) Bonds. The Authority has not pledged and will not pledge its any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the obligations execution of the Borrower under the Reimbursement this Agreement. (e) The Authority is not in default under any No director of the provisions of Authority has any pecuniary interest in the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Company. (f) The Authority has found and determined and hereby finds and determines that (i) designated a share of the Loan to be made hereunder State ceiling on private activity bonds in connection with the proceeds issuance of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the AuthorityBonds. (g) No member, officer or other official of the The Authority has any financial interest whatsoever in the Borrower or in the full power and authority to consummate all transactions contemplated by this Agreement Agreement, the Bonds and the IndentureIndenture and any and all other agreements relating thereto. (h) Neither The Authority makes no representation or warranty concerning the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation suitability of the transactions contemplated hereby or thereby, nor Project for the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by purpose for which it is bound being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or constitute a default under any creditworthiness of the foregoing Company. Any bond purchaser, assignee of this Agreement or result any other party with any interest in this transaction, shall make its own independent investigation as to the creation or imposition creditworthiness and feasibility of the Project, independent of any prohibited lien, charge representation or encumbrance of any nature whatsoever upon any warranties of the property or assets of the Authority under the terms of any instrument or agreementAuthority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate, corporate and a public instrumentality of the State, duly created and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) The Authority is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in subsection (a) above. (c) To finance the Costs cost of the Project and certain Costs of IssuanceProject, the Authority will issue the Bonds, Bonds which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) . The Bonds will be issued under and secured by the Indenture, pursuant to which the Authority's interest in this Agreement (except certain rights of the Authority to receive notices hereunder, to receive payment for expenses and indemnificationindemnification and certain other payments hereunder, and to give approvals or consents hereunder) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Reimbursement AgreementBonds. (d) The Authority has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement AgreementIndenture. (e) The Authority is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The Authority has found and determined and hereby finds and determines that (i) all requirements of the Loan Act with respect to be made hereunder with the proceeds issuance of the Bonds and the execution of this Agreement and the Indenture have been complied with and that financing the Project by issuing the Bonds and entering into this Agreement and the Indenture will promote be in furtherance of the purposes of the Act by providing funds to finance Act. (f) On February 25, 1998, the Construction Authority adopted its resolution authorizing the issuance of the Project; (ii) said Loan is Bonds in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable an aggregate principal amount not to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority$19,000,000. (g) No member, officer or other official of the Authority has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the IndentureAgreement. (h) Neither the execution and delivery No allocation of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation a share of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance State ceiling for private activity bonds is required in connection with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any issuance of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreementBonds.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public corporate and corporate, politic and a public instrumentality of the State. Under the provisions State of the ActMaine duly created under 10 MRSA, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the IndentureSection 963. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the an Indenture, pursuant to which the Authority's ’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder and under the Note (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Bank, on a basis subordinate thereto, as security Trustee pursuant to the Indenture to provide for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) Bonds. The Authority has not pledged and will not pledge its any interest in this Agreement or in the Note for any purpose other than to secure the Bonds under the Indenture Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the obligations execution of the Borrower under the Reimbursement this Agreement. (e) The Authority is not in default under any No director of the provisions of Authority has any pecuniary interest in the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Company. (f) The Authority has found and determined and hereby finds and determines that (i) designated a share of the Loan to be made hereunder State ceiling on private activity bonds in connection with the proceeds issuance of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the AuthorityBonds. (g) No member, officer The Authority makes no representation or other official warranty concerning the suitability of the Authority has any financial interest whatsoever in Project for the Borrower or in the transactions contemplated by this Agreement and the Indenture. (h) Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by purpose for which it is bound being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or constitute a default under any creditworthiness of the foregoing Company. Any bond purchaser, assignee of this Agreement or result any other party with any interest in this transaction, shall make its own independent investigation as to the creation or imposition creditworthiness and feasibility of the Project, independent of any prohibited lien, charge representation or encumbrance of any nature whatsoever upon any warranties of the property or assets of the Authority under the terms of any instrument or agreementAuthority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public corporate and corporate, politic and a public instrumentality of the State. Under the provisions State of Vermont duly created under the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the an Indenture, pursuant to which the Authority's ’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Bank, on a basis subordinate thereto, as security Trustee pursuant to the Indenture to provide for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) Bonds. The Authority has not pledged and will not pledge its any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the obligations execution of the Borrower under the Reimbursement this Agreement. (e) The Authority is not in default under any No director of the provisions of Authority has any pecuniary interest in the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Company. (f) The Authority has found and determined and hereby finds and determines that (i) designated a share of the Loan to be made hereunder State ceiling on private activity bonds in connection with the proceeds issuance of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the AuthorityBonds. (g) No member, officer or other official of the The Authority has any financial interest whatsoever in the Borrower or in the full power and authority to consummate all transactions contemplated by this Agreement Agreement, the Bonds and the IndentureIndenture and any and all other agreements relating thereto. (h) Neither The Authority makes no representation or warranty concerning the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation suitability of the transactions contemplated hereby or thereby, nor Project for the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by purpose for which it is bound being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or constitute a default under any creditworthiness of the foregoing Company. Any bond purchaser, assignee of this Agreement or result any other party with any interest in this transaction, shall make its own independent investigation as to the creation or imposition creditworthiness and feasibility of the Project, independent of any prohibited lien, charge representation or encumbrance of any nature whatsoever upon any warranties of the property or assets of the Authority under the terms of any instrument or agreementAuthority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public politic and corporate, corporate duly organized and a public instrumentality existing under the laws of the State. Under the provisions of the Act, the The Authority has authorized the power to enter into the transactions contemplated by this Agreement execution and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under delivery of this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the an Indenture, pursuant to which the Authority's ’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Bank, on a basis subordinate thereto, as security Trustee pursuant to the Indenture to provide for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) Bonds. The Authority has not pledged and will not pledge its any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture Indenture. (d) The Authority has determined that the proposed financing of the Project will serve a public use and provide a public benefit, and will be within the policy of, and the obligations of authority conferred by the Borrower under the Reimbursement AgreementAct. (e) The Authority is not in default under any No director of the provisions of Authority has any pecuniary interest in the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Company. (f) The Authority has found and determined and hereby finds and determines that (i) designated a share of the Loan to be made hereunder State ceiling on private activity bonds in connection with the proceeds issuance of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the AuthorityBonds. (g) No member, officer or other official of the The Authority has any financial interest whatsoever in the Borrower or in the full power and authority to consummate all transactions contemplated by this Agreement Agreement, the Bonds and the IndentureIndenture and any and all other agreements relating thereto. (h) Neither The Authority makes no representation or warranty concerning the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation suitability of the transactions contemplated hereby or thereby, nor Project for the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by purpose for which it is bound being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or constitute a default under any creditworthiness of the foregoing Company. Any bond purchaser, assignee of this Agreement or result any other party with any interest in this transaction, shall make its own independent investigation as to the creation or imposition creditworthiness and feasibility of the Project, independent of any prohibited lien, charge representation or encumbrance of any nature whatsoever upon any warranties of the property or assets of the Authority under the terms of any instrument or agreementAuthority.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate, and a public instrumentality and political subdivision of the StateState of California. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. The Project constitutes a "project" as that term is defined in the Act. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of IssuanceOn January 28, 1998, the Authority will issue gave its preliminary approval for the Bondsfinancing of the Project. On March 19, which will mature1998, bear interest a public hearing with respect to the 1998A Bonds and be subject to redemption as set forth the Project was held in accordance with the Indentureprovisions of the Code. On March 25, 1998, the Authority adopted its resolution approving financing of the Project. (c) The Authority has taken proper action to allocate to the 1998A Bonds a share of the State ceiling on private activity bonds (as defined in Section 141 of the Code), which was available to the Authority pursuant to Section 146 of the Code, in an aggregate amount at least equal to the $1,800,000 aggregate principal amount of the 1998A Bonds. Issuance of the 1998A Bonds will not violate any provisions of said Section 146. (d) The Authority will issue the Bonds under and the Bonds will be issued under and secured by the Indenture, pursuant to which the Authority's interest in this Agreement (except certain rights of the Authority to payment for expenses and indemnificationindemnification and to inspection and consent) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds and then to the Bank, on a basis subordinate thereto, Bank as security for the payment of the obligations of the Borrower under the Reimbursement Agreement. (de) The Authority has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement. (ef) The Authority is not in default under any of the provisions of the laws of the State of California which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (fg) The Authority has found and determined and hereby finds and determines that (i) the Loan Borrower is a "participating party" as such term is defined in the Act; (ii) the loan to be made hereunder with the proceeds of the 1998A Bonds will promote the purposes of the Act by providing funds to finance the Construction acquisition, rehabilitation and equipping of the Project; (iiiii) said Loan loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iiiiv) the portion of such Loan loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority. (gh) No member, officer or other official of the Authority has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the Indenture. (hi) Neither Based upon representations of Westxxxx, Xxne & Holmxxxxx xx the execution and delivery of this AgreementBond Purchase Contract (as hereinafter defined), the Indenture, Authority has approved the Purchase Contract or use of a single Official Statement for the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreementBonds.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate, and a public instrumentality of the State. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Authority will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the Indenture, pursuant to which the Authority's interest in this Agreement (except certain rights of the Authority to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Reimbursement Agreement. (d) The Authority has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement. (e) The Authority is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Section. (f) The Authority has found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the Bonds will promote the purposes of the Act by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iii) the portion of such Loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority. (g) No member, officer or other official of the Authority has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the Indenture. (h) Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreement.

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body public and corporate, and a public instrumentality and political subdivision of the StateState of California. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. The Project constitutes a "project" as that term is defined in the Act. By proper action, the Authority has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance On April 17, 1991 the Costs Authority gave its preliminary approval for the financing of the Project and certain Costs on July 31, 1996 extended such preliminary approval for the financing of Issuancethe Project. On May 28, 1997, the Authority will issue adopted its resolution approving financing of the BondsProject. On October 30, which will mature1996, bear interest a public hearing with respect to the 1997A Bonds and be subject to redemption as set forth the Project was held in accordance with the Indentureprovisions of the Code. (c) The Authority has taken proper action to allocate to the 1997A Bonds a share of the State ceiling on private activity bonds (as defined in Section 141 of the Code), which was available to the Authority pursuant to Section 146 of the Code, in an aggregate amount at least equal to the $9,500,000 aggregate principal amount of the 1997A Bonds. Issuance of the 1997A Bonds will not violate any provisions of said Section 146. (d) The Authority will issue the Bonds under and the Bonds will be issued under and secured by the Indenture, pursuant to which the Authority's interest in this Agreement (except certain rights of the Authority to payment for expenses and indemnificationindemnification and to inspection and consent) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds and then to the Bank, on a basis subordinate thereto, Bank as security for the payment of the obligations of the Borrower under the Reimbursement Agreement. (de) The Authority has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement. (ef) The Authority is not in default under any of the provisions of the laws of the State of California which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (fg) The Authority has found and determined and hereby finds and determines that (i) the Loan Borrower is a "participating party" as such term is defined in the Act; (ii) the loan to be made hereunder with the proceeds of the 1997A Bonds will promote the purposes of the Act by providing funds to finance the Construction acquisition, rehabilitation and equipping of the Project; (iiiii) said Loan loan is in the public interest, serves the public purposes and meets the requirements of the Act; and (iiiiv) the portion of such Loan loan allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority. (gh) No member, officer or other official of the Authority has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement and the Indenture. (h) Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreement.