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<br /> the Loan Agreement, the Note, the Second Supplemental Indenture and this Purchase Con-
<br /> tract, and compliance with the provisions thereof and hereof under the circumstances con-
<br /> � templated thereby and hereby, do not and will not in any material respect conflict �vith or
<br /> constitute on the part of the City a breach of or default under any indenture, deed of
<br /> trust, mortgage, agreement, or other instrument to which the City is a party, or conflict with,
<br /> violate or result in a breach of any existing law, public administrative rule or regulation,
<br /> judgment, court order, or consent decree to which the City is subject; and (viii) to the best
<br /> of his knowledge, there is no action, suit, proceeding or investigation at law or in equity
<br /> before or by any court, public boazd oi body, pending or threatened against, or affecting, the
<br /> City, challenging the validity of the Bond Indenture, the Loan Agreement, the Note, the
<br /> Second Supplemental Indenture, the Bonds, or this Purchase Contract, or the transactions con-
<br /> templated thereby or hereby, or challenging the accuracy or completeness of the Preliminary
<br /> O�cial Statement or the Off cial Statement or the validity of the transactions described
<br /> therein;
<br /> � (3) the opinion of Samuels, Miller, Schroeder, Jackson & Sly, counsel to the Corpora-
<br /> tion, addressed to the Manager on behalf of the Underwriters and the City, to the effect
<br /> that (i) the Corporation has been duly organized and is validly existing as a not for profit
<br /> corporation in good standing under the laws of the State of Illinois with power and au-
<br /> thority to conduct its business as described in the Official Statement, to execute and deliver
<br /> the Master Indenture, the Loan Agreement, the Note, and the Letters of Representation, to
<br /> execute this Purchase Contract to signify its approval thereof and to consummate the transac-
<br /> tions contemplated by such instruments; (ii) the Corporation is an organization described in
<br /> ., SecHon 501(c)(3) of the Internal Revenue Code of 19.54, as amended; (ui) the Corporation
<br /> has approved and executed the Official Statement and this Purchase Contract; (iv) the Let-
<br /> ters of Representation have been duly authorized, executed and delivered by the Corpora-
<br /> tion and constitute binding agreements of the Corporation enforceable in accordance with
<br /> their terms, except to the extent that enforceability of the indemnification provisions of the
<br /> same may be limited by applicable securities laws, bankruptcy, insolvency or other laws
<br /> affecting creditors'rights generally or usual equity principles or be�held to be against public
<br /> policy; (v) the statements in the Official Statement with respect to legal matters relative to
<br /> the Corporation, the Loan Agreement, the Master Indenture, and the Bond Indenture are
<br /> true and correct in all material respects and do not contain an untrue statement of a material
<br /> fact or omit to state a material fact necessary to make the statements therein, in lioht of the
<br /> circumstances under which they were made, not misleading; (vi) the Loan Agreement, the
<br /> Master Indenture and the Note have been authorized, executed and delivered by the Cor-
<br /> poration and constitute binding agreements of the Corporation enforceable in accordance with
<br /> • their terms, except to the extent that the enforceability of the same may be limited by bank-
<br /> ruptcy, insolvency or other laws affecting creditors' rights generally or by usual equity prin-
<br /> ciples; (vii) the Corporation has good and marketable title to its Facilities (as defined in the
<br /> Master Indenture) subject only to Permitted Encumbrances, (as defined in the Master Inden-
<br /> ture) (reliance may be made in such opinion on the title insurance policy required to be de-
<br /> livered at Closing); (viii) the existing Facilities (as defined in the Master Indenture) are
<br /> located on the land described in Exhibit I to the Master Indenture (reliance may be made in
<br /> such opinion on the survey required to be delivered at Closing); (ix) the Corporation has re-
<br /> ceived and there are currendy in full force and effect all permits, licenses, accreditations and
<br /> certificates necessary to conduct its business as it is presently being conducted; (x) the Cor-
<br /> - poration has received and there remain currently in full force and effect all governmental con-
<br /> sents and approvals that are necessary for the construction and completion of the 1981 Project
<br /> (as defined in the Official Statement) and to qualify the Corporation for reimbursement for
<br /> _ depreciation and interest expense with respect to the 1981 Project under Medicare, including,
<br /> without limitation, a valid Certificate of Need; (xi) to the best of our knowledge, there is no
<br /> action, suit, proceeding or investigarion at law or in equity before or by any court, public
<br /> board or body, pendine or threatened against, or affecting, the Corporation, challenging the
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