Common use of Representations of the Borrower Clause in Contracts

Representations of the Borrower. The Borrower represents for and as to itself as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective Date, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents makes the following representations as the basis for and as to itself as followsits undertakings herein contained: (a) The Borrower has been is a New York corporation duly organized and is validly existing and in good standing formed under the laws of the jurisdiction State of its organizationNew York, is qualified to do business in the State, is in good standing in the State, and has the Borrower power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all requisite power and authority other documents contemplated hereby to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreementbe executed by the Borrower. (b) The executionNeither the execution and delivery of this Agreement, delivery the Remarketing Agreement, the Credit Agreement, the consummation of the transactions contemplated hereby and performance by thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or Bylaws or of any corporate actions or of any material agreement or instrument to which the Borrower of this Agreement have beenis now a party or by which it is bound, or prior to constitutes a default (with due notice or the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as passage of time or both) under any of the Effective Date foregoing, or as results in the creation or imposition of any Borrowing Date prohibited lien, charge or encumbrance whatsoever upon any of the date property or assets of issuance, amendment, renewal or extension the Borrower under the terms of any Letter of Credit, violate any provision of any law material instrument or regulation, or contractual or corporate restrictions, binding on agreement to which the Borrower and material to the Borrower and its Subsidiaries, taken as is now a wholeparty or by which it is bound. (c) As The Project consists and will consist of those facilities described in Exhibit A hereto, and, to the extent within its control, for so long as it leases or operates the Project, the Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Effective Date, this Agreement will constitute Project as a legal, valid and binding obligation of "project" under the Borrower, enforceable Act. The Borrower shall comply with all requirements set forth in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enactedTax Certificate. (d) The proceeds of To the Loans made extent necessary to preserve the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and security for the fiscal year ended December 31Bonds and the Tax-Exempt status of interest on the Bonds, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respectscertificates, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31approvals, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.permits and

Representations of the Borrower. The Borrower represents makes the following representations as the basis for and as to itself as followsits undertakings herein contained: (a) The Borrower has been is a corporation duly organized and is validly existing and in good standing formed under the laws of the jurisdiction State of its organizationCalifornia, is in good standing in the State of California and has the Borrower power to enter into and has duly authorized, by proper corporate action, the execution and delivery of this Agreement and all requisite power and authority other documents contemplated hereby to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreementbe executed by the Borrower. (b) The execution, Neither the execution and delivery and performance by the Borrower of this Agreement have beennor of the First Mortgage Bonds, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or prior to constitutes a default (with due notice or the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as passage of time or both) under any of the Effective Date foregoing, or as results in the creation or imposition of any Borrowing Date prohibited lien, charge or encumbrance whatsoever upon any of the date property or assets of issuance, amendment, renewal or extension the Borrower under the terms of any Letter of Credit, violate any provision of any law instrument or regulation, or contractual or corporate restrictions, binding on agreement to which the Borrower and material to the Borrower and its Subsidiaries, taken as is now a wholeparty or by which it is bound. (c) As The Projects refinanced by each Series of Bonds consist and will consist of those facilities described in Exhibit A hereto, and the Borrower shall make no changes to any portion of the Effective Date, this Agreement will constitute a legal, valid and binding obligation Projects or to the operation thereof which would affect the qualification of the BorrowerProjects as a "project" under the Law or impair the exemption from gross income of the interest on the Bonds to which the Projects relate for federal income tax purposes. In particular, enforceable the Borrower shall comply with all requirements of the Tax Certificate, dated the Issue Date (the "Tax Certificate"), which is hereby incorporated by reference herein. Substantially all proceeds of the Bonds will refinance costs of components of the Projects that consist of facilities for the local furnishing of electric energy as described in accordance with its terms, subject however the Tax Certificate. The Borrower intends to (i) utilize such portion of the exercise Projects as facilities for the local furnishing of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enactedelectric energy throughout the foreseeable future. (d) The proceeds of the Loans made Borrower has and will have title to the Borrower shall not be used for a purpose which violates Regulation U.Projects sufficient to carry out the purposes of this Agreement. (e) As of the date hereofAll certificates, no litigationapprovals, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (i) The combined statement of financial position of the Borrower permits and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect authorizations with respect to the Borrower construction of the Projects of agencies of applicable local governmental agencies, the State of California and its Subsidiaries taken as a whole. (g) The Borrower the federal government have been obtained; and each of its Material Subsidiaries pursuant to such certificates, approvals, permits and authorizations the Projects has been constructed and is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a wholeoperation. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower warrants and represents for and as to itself the Lender as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the laws Lender or any past, present or future agent, attorney, legal representative, predecessor-in-interest, affiliate, successor, assign, employee, director or officer of the jurisdiction Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of its organizationany sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Borrower has all requisite power and authority Obligations or any of the terms or conditions of the Loan Documents, or which directly or indirectly relate to conduct its businessor arise out of or in any manner are connected with the Obligations or any of the Loan Documents; TO THE EXTENT ANY SUCH DEFENSES, to own its properties and to executeAFFIRMATIVE OR OTHERWISE, deliver and perform its obligations under this AgreementRIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, ACTIONS OR CAUSES OF ACTION EXIST OR EXTEND, SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ACTIONS AND CAUSES OF ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED. (b) The executionBorrower has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, delivery analyze and performance by the Borrower discuss all terms and conditions of this Agreement have beenand all factual and legal matters relevant hereto with counsel freely and independently chosen by it. The Borrower further acknowledges that it has actively and with full understanding participated in the negotiation of this Agreement after consultation and review with its counsel and that this Agreement has been negotiated, prepared and executed without fraud, duress, undue influence or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or as coercion of any Borrowing Date kind or the date of issuance, amendment, renewal nature whatsoever having been exerted by or extension of imposed upon any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material party to the Borrower and its Subsidiaries, taken as a wholethis Agreement. (c) As of the Effective Datedate hereof, there are no proceedings or investigations pending or, so far as the Borrower knows, threatened against it, before any court or arbitrator or any governmental, administrative or other judicial authority or agency. (d) There is no statute, rule, regulation, order or judgment, no charter, by-law or preference stock provision with respect to the Borrower, and no provision of any mortgage, indenture, contact or other Agreement binding on the Borrower or any of its properties which would prohibit or cause a default under or in any way prevent the execution, delivery, performance, compliance or observance of any of the terms or conditions of this Agreement. (e) The Borrower has not voluntarily or involuntarily, granted any liens or security interests to any creditor not previously disclosed to the Lender in writing on or before the date of this Agreement will constitute or taken any action or failed to take any action which could or would impair, change, jeopardize or otherwise adversely affect the priority, perfection, validity or enforceability of any liens or securing interests securing all or any portion of the Obligations or the priority or validity of the Lender’s claims with respect to the Obligations relative to any other creditor of the Borrower. (f) The Borrower has the full legal right, power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement and the other Forbearance Documents by The Borrower and the consummation by the Borrower of the transactions contemplated hereby and thereby and performance of their obligations hereunder and thereunder have been duly authorized by all appropriate action (corporate or otherwise). (g) This Agreement and the Loan Documents to which it is a legalparty constitutes the valid, valid binding and binding obligation enforceable Agreement of the Borrower, enforceable against the Borrower in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enactedterms thereof. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents for and as to itself as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or and as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective DateDate and as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereofhereof (or, in the case of an extension of the Maturity Date, as of the Extension Date relating to such extension), no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration StatementReport of the Borrower on Form 10-Q dated April 28, 2006, or in the most recent Report of the Borrower on Form 10-K or Form 10-Q, as the case may be). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 2005, reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 in the Report of the Registration StatementBorrower on Form 10-K dated February 27, 2006, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 2005, to the date hereofhereof (or, in the case of an extension of the Maturity Date, to the Extension Date relating to such extension), other than those developments and events described in the Registration StatementReport of the Borrower on Form 10-Q dated April 28, 2006, or in the most recent Report of the Borrower on Form 10-K or Form 10-Q, as the case may be, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents for and as warrants to itself as followsthe Administrative Agent, the Lenders and the Issuing Banks that: (a) The Each of the Borrower and each Subsidiary (i) has been duly organized formed and is validly existing and in good standing under the laws of the jurisdiction of its organization, organization and (ii) is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the Borrower has all requisite power and authority to conduct its business, to own United States in which the ownership of its properties and or the conduct of its business requires such qualification, except where the failure to execute, deliver and perform its obligations under this Agreementso qualify or be in good standing would not reasonably be expected to result in a Material Adverse Change. (b) The executionEach Loan Document has been duly authorized, delivery executed and performance delivered by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as such Loan Document constitutes a whole. (c) As of the Effective Date, this Agreement will constitute a legal, valid and binding obligation agreement of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise effect of judicial discretion in accordance with general principles of equity and (ii) applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium reorganization and other similar laws affecting creditors’ rights heretofore generally and general principals of equity (whether considered in a proceeding in equity or hereafter enactedlaw). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Material Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Material Subsidiary. (d) The Borrower and its Subsidiaries are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except (i) where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or (ii) where the failure to comply would not reasonably be expected to result in a Material Adverse Change. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees, agents and Affiliates (acting in their capacity as an agent for the Borrower) with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee, agent and Affiliate of Borrower and each Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions. None of (i) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (D) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. No proceeds of the Loans made to the Borrower shall not any Loan or any Letter of Credit have been or will be used for in a purpose which violates Regulation U.manner prohibited under Section 4.04(c). (e) As of On the date hereofEffective Date there are no actions, no litigationsuits, investigation proceedings or proceeding of or before any arbitrator or Governmental Authority is investigations pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against before any of their respective properties or revenues (i) with respect Governmental Authority as to this Agreement or any which, in the opinion of the transactions contemplated hereby or (ii) that could Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement)Change. (if) The combined statement of financial position consolidated balance sheet of the Borrower and its combined consolidated Subsidiaries as of December 31, 2022, and the related consolidated statements of earningsincome, stockholder’s interest partners’ (or stockholders’) equity and cash flows as of and for the fiscal year ended December 31, 2003 reported on 2022, audited by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements)fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such date December 31, 2022, and the results of their operations and their cash flows for such period the year ended December 31, 2022, in accordance conformity with GAAP and applied on a consistent basis. (iig) There has been no Material Adverse Change since December 31, 2003 2022. (h) Neither the Borrower nor any Guarantor is required to be registered as an “investment company” under the Investment Company Act of 1940. As of the Effective Date, the Borrower qualifies for an express exclusion to the date hereof“legal entity customer” definition under the Beneficial Ownership Regulation. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other than those developments and events described in the Registration Statementsuch ERISA Events for which liability is reasonably expected to occur, there has been no development or event that has had or could reasonably be expected to have result in a Material Adverse Effect with respect Change. The present value of all accumulated benefit obligations of all underfunded Plans subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Borrower and its Subsidiaries Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (gk) The Borrower General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) Except as would not reasonably be expected to result in a Material Adverse Change, each of the real properties owned or leased by the Borrower or any of its Material Subsidiaries is and all their operations at such properties are in compliance with all applicable laws, rules, regulations Environmental Laws and orders of, and all applicable restrictions imposed by, neither the Borrower nor any Governmental Authority applicable to it or of its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries. (m) No Event of Default has occurred and is continuing. (n) The Borrower and its Subsidiaries taken are not engaged principally, or as a wholeone of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (ho) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935Affected Financial Institution.

Representations of the Borrower. The Borrower represents makes the following representations as the basis for and as to itself as followsits undertakings under this Loan Agreement: (a) The Borrower has been duly is the type of entity set forth in Schedule I organized and is validly existing and in good standing under the laws of the jurisdiction of its organizationstate set forth in Schedule I, and is qualified to conduct its business in the Borrower State, has all the requisite power and authority to conduct its business, to own its properties and to executeexecute and deliver, deliver and to perform all of its obligations under this Loan Agreement and the Reimbursement Agreement and by proper action this Loan Agreement, the Note Placement Agreement, the Remarketing Agreement and the Reimbursement Agreement have been duly authorized, executed and delivered by, and, assuming due authorization by the other parties thereto, are valid and binding obligations of, the Borrower. (b) Neither the authorization, execution or delivery of this Loan Agreement and the Reimbursement Agreement, the consummation of the transactions contemplated by this Loan Agreement and the Reimbursement Agreement nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement and the Reimbursement Agreement will require any consent or approval of the directors, shareholders, partners and/or members, as applicable, of the Borrower which has not been obtained, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the Borrower 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 lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower prohibited under the terms of any instrument or agreement, or violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower, or of the organizational documents of the Borrower. (c) The Borrower is not in default (i) under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument or (ii) under any law, rule or regulation wherein such default could materially adversely affect the Borrower or the ability of the Borrower to perform its obligations under this Loan Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective Date, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds Each facility, if any, operated by the Borrower conforms in all material respects with all applicable zoning, planning, building, environmental and other regulations of the Loans made governmental authorities having jurisdiction over the same and all licenses and approvals the Borrower requires to operate its facilities, if any, have been obtained from appropriate state and federal agencies and departments or, if not obtained on the date of this Loan Agreement, are expected to be obtained in the normal course of business at or prior to the Borrower shall not time such authorizations, consents or approvals are required to be used for a purpose which violates Regulation U.obtained. (ef) As of the date hereof, There are no litigation, investigation actions or proceeding of or before any arbitrator or Governmental Authority is proceedings pending or, to the best of the knowledge of the Borrower, threatened by before any court or against administrative agency which will, in the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any reasonable judgment of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigationsBorrower, investigations or proceedings set forth in materially adversely affect the Registration Statement). (i) The combined statement of financial position ability of the Borrower and to meet its combined statements of earnings, stockholder’s interest and cash flows as of and for obligations under this Loan Agreement or the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a wholeReimbursement Agreement. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents for and as to itself as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or and as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective DateDate and as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereofhereof (or, in the case of an extension of the Maturity Date, as of the Extension Date relating to such extension), no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration StatementReport of the Borrower on Form 10-Q dated August 2, 2007 or in the most recent Report of the Borrower on Form 10-K or Form 10-Q, as the case may be). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s stockholders’ interest and cash flows as of and for the fiscal year ended December 31, 2003 2006, reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 in the Report of the Registration StatementBorrower on Form 10-K dated February 28, 2007, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 2006, to the date hereofhereof (or, in the case of an extension of the Maturity Date, to the Extension Date relating to such extension), other than those developments and events described in the Registration StatementReport of the Borrower on Form 10-Q dated August 2, 2007 or in the most recent Report of the Borrower on Form 10-K or Form 10-Q, as the case may be, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do be so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents makes the following representations as the basis for and as to itself as followsits undertakings herein contained: (a) The Borrower has been is a corporation duly organized and is validly existing and in good standing formed under the laws of the jurisdiction State of its organizationCalifornia, is in good standing in the State of California and has the Borrower power to enter into and has all requisite power duly authorized, by proper action, the execution and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under delivery of this Agreement, the Remarketing Agreement, the Reimbursement Agreement and all other documents contemplated hereby to be executed by the Borrower. (b) The executionNeither the execution and delivery of this Agreement, delivery the Remarketing Agreement or the Reimbursement Agreement, the consummation of the transactions contemplated hereby and performance by thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's Articles of Incorporation or Bylaws or of any material corporate actions or of any material agreement or instrument to which the Borrower of this Agreement have beenis now a party or by which it is bound, or prior to constitutes a default (with due notice or the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as passage of time or both) under any of the Effective Date foregoing, or as results in the creation or imposition of any Borrowing Date prohibited lien, charge or encumbrance whatsoever upon any of the date property or assets of issuance, amendment, renewal or extension the Borrower under the terms of any Letter of Credit, violate any provision of any law material instrument or regulation, or contractual or corporate restrictions, binding on agreement to which the Borrower and material to the Borrower and its Subsidiaries, taken as is now a wholeparty or by which it is bound. (c) As The Costs of the Effective Date, this Agreement will constitute a legal, valid Project are as set forth in the Tax Certificate dated the Date of Delivery and binding obligation of the Borrower, enforceable have been determined in accordance with its terms, subject however to (i) standard engineering/construction and accounting principles. All the exercise information and representations in the Tax Certificate are true and correct as of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enactedthe date thereof. (d) The proceeds Project consists of the Loans made to various equipment and facilities described in Exhibit A and the Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exemption from federal income taxation of the interest on the 1998A Bonds. In particular, the Borrower shall comply with all requirements set forth in the Tax Certificate. The Borrower intends to own and cause to be used for a purpose which violates Regulation U.operated the Project as solid waste disposal facilities described by the Act until the principal of, the premium, if any, and the interest on the 1998A Bonds shall have been paid in full. (e) As The Borrower has a sufficient interest in the property comprising the Project sufficient to carry out the purposes of this Agreement. (f) All certificates, approvals, permits and authorizations of applicable local governmental agencies, the State of California and the federal government which are required to date hereoffor the Project have been obtained and continue in force. (g) No event has occurred and no condition exists which would constitute an Event of Default (as defined in the Indenture) or which, no litigation, investigation with the passing of time or proceeding with the giving of notice or before any arbitrator or Governmental Authority is pending or, to both would become such an Event of Default. (h) To the best of the knowledge of the Borrower, threatened by no member, officer, or against other official of the Authority has any interest whatsoever in the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of in the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement)by this Agreement. (i) The combined statement Borrower is a "Small Business" as classified pursuant to Title 13 Code of financial position of the Borrower and its combined statements of earningsFederal Regulations, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountantsPart 121 (1990 edition) or has 500 employees or less, and set forth beginning on page F-3 of is otherwise eligible for assistance from the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a wholeSmall Business Assistance Fund. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents for and as to itself as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or and as of any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective DateDate and any Borrowing Date or the date of issuance, amendment, renewal or extension of any Letter of Credit, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth described in the Registration StatementBorrower’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2005 (for the fiscal year ended December 31, 2004)). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 2004 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements)fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 2004 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents makes the following representations as the basis for and as to itself as followsits undertakings herein contained: (a) The Borrower has been is a limited liability duly organized and is organized, validly existing and in good standing under the laws of the jurisdiction State, is not in violation of its organizationany provision of any of the Borrower’s Organization Documents, and the Borrower has all requisite full power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under enter into this Agreement, and has duly authorized the execution and delivery of this Agreement by proper action. (b) The execution, delivery and performance by the Borrower of this Agreement, the Reimbursement Agreement, the Remarketing Agreement, the Tax Regulatory Agreement and all other documents contemplated hereby to be executed by the Borrower are within the Borrower’s power and have been, or prior to the Effective Date will be, been duly authorized by all necessary corporate action action, and do not neither the execution and will not as delivery of this Agreement, the Reimbursement Agreement, the Remarketing Agreement or the Tax Regulatory Agreement or the consummation of the Effective Date transactions contemplated hereby and thereby, nor the fulfillment of or as compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any Borrowing Date of the terms, conditions or provisions of any of the Borrower’s Organization Documents, or any law, statute, rule, regulation, order, judgment, award, injunction, or decree or of any material agreement or instrument to which the Borrower is now a party or by which it is bound or affected, or constitutes a default (or would constitute a default with due notice or the date passage of issuancetime or both) under any of the foregoing, amendment, renewal or extension results in or requires the creation or imposition of any Letter prohibited lien, charge or encumbrance whatsoever upon any of Credit, violate any provision the property or assets of the Borrower under the terms of any law instrument or regulation, or contractual or corporate restrictions, binding on agreement to which the Borrower and material to the Borrower and its Subsidiaries, taken as is now a wholeparty or by which it is bound. (c) As The estimated Costs of the Effective Date, this Agreement will constitute a legal, valid and binding obligation Project to be paid or refinanced with the proceeds of the Borrower, enforceable Series 2008A Bonds are as set forth in the Tax Regulatory Agreement and have been determined in accordance with its termssound engineering, subject however to (i) construction, and accounting principles. All the exercise information and representations in the Tax Regulatory Agreement are true and correct as of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enactedthe date thereof. (d) The proceeds Project consists and will consist of the Loans made to those facilities described in Exhibit A and the Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of the Project under the Financing Act or would cause interest on the Series 2008A Bonds not to be used for tax-exempt until the principal of, premium, if any, and interest on the Series 2008A Bonds has been paid. The Borrower intends to own the Project and cause the Operator to operate the Project. The Borrower covenants and agrees to operate or cause to be operated the Project as a purpose which violates Regulation U.facility described by the Financing Act until the principal of, the premium, if any, and the interest on the Series 2008 Bonds shall have been paid. (e) As The Borrower has or will have title to the Project sufficient to carry out the purposes of this Agreement. (f) To the best knowledge of the date hereofBorrower, no litigationmember, investigation officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (g) All certificates, approvals, permits and authorizations required with respect to the Construction of the Project by the State, the City of Industry, California, the federal government and other applicable local governmental agencies have been obtained, or if not yet obtained, are reasonably expected to be obtained in due course. The Project will be consistent with any applicable existing local or regional comprehensive plan. (h) To the best of the Borrower’s knowledge, no event has occurred and no condition exists which would constitute a Loan Default Event or which, with the passing of time or with the giving of notice or both, would constitute a Loan Default Event. (i) There is no litigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any which could adversely affect the validity of their respective properties or revenues (i) with respect to this Agreement, the Reimbursement Agreement, the Remarketing Agreement or any the Tax Regulatory Agreement or the ability of the transactions contemplated hereby Borrower to comply with the terms of its obligations under this Agreement, the Reimbursement Agreement, the Remarketing Agreement or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement)Tax Regulatory Agreement. (ij) The combined statement No consent, authorization or approval, except such consents, authorizations or approvals as have been obtained prior to the execution and delivery of financial position this Agreement, from any governmental, public or quasi-public body or authority of the Borrower and its combined statements United States or of earningsthe State or any department or subdivision thereof, stockholder’s interest and cash flows as of and is necessary for the fiscal year ended December 31, 2003 reported on due execution and delivery by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a wholethis Agreement. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.