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validity of the Master Indenture, the Loan Agreement, the Note, the Bonds or this Purchase
<br /> . Co�ntract, or the transactions contemplated thereby or hereby, or challenging the accuracy or
<br /> completeness of the Preliminary Official Statement or the Official Statement or the validity of
<br /> the transactions described therein; (xii) no litigaton or proceedings are pending against the
<br /> Corporation or, to the best of our knowledge, threatened against it except for litigation the
<br /> probable ultimate recoveries and the estimated costs and expenses of defense in which will be
<br /> entirely within the Corporation's applicable insurance policy limits (subject to applicable
<br /> deductibles); (xiii) the execution and delivery of the Master Indenture, the Loan Agreement,
<br /> the Note, and the Letters of Representation, and the approval and execution of this Purchase
<br /> Contract, and compliance with the terms thereof and hereof under the circumstances contem-
<br /> plated thereby and hereby, do not and will not conflict with the Corporaiion's Articles of In-
<br /> corporation or by-laws and do not and will not in any material respect conflict with, or con-
<br /> stitute on the part of the Corporation a breach or default under, any indenture, mortgage,
<br /> deed of trust, agreement or other instrument to which the Corporation is a party and do not
<br /> and will not conflict with, violate,or result in a breach of any existing law, public administra-
<br /> tive rule or regulation, judgment, court order, or consent decree to which the Corporation is
<br /> subject; (xiv) all contracts necessary for the construction of the 1981 Project have been duly
<br /> authorized, executed and delivered by the Corporation and, assuming valid execution and de-
<br /> livery by the other party thereto, constitute binding agreements enforceable in accordance
<br /> with their terms, except to the extent that the enforceability of the rights and remedies set
<br /> forth, therein may be limited by banlQuptcy, insolvency or other laws affecting creditors'
<br /> rights generally or by usual equity principles; (xv) the Corporation is qualified under ap-
<br /> - plicable statutes, regulations and administrative practices for participation in the Medicare
<br /> and Medicaid programs; (xvi) �ased upon the examinations that they have made as coun-
<br /> sel to the Corporation, their participation in certain meetings held for the purpose of pre-
<br /> . paring the Master Indenture, the Bond Indenture, the Second Supplemental Indenture, the
<br /> Loan Agreement and the Note, their assistance in the prepazation of the O�cial Statement,
<br /> and their representation of the Corporation, and without having undertaken to determine
<br /> independently the accuracy or completeness or to verify the information furnished with re-
<br /> spect to matters described in the O�cial Statement except as provided in (v) above, nothing
<br /> has come to their attention that would lead them to believe that the O�cial Statement con-
<br /> tains an untrue statement of a material fact or omits to state a material fact necessary to
<br /> make the statements therein, in the light of the circumstances under which they were made,
<br /> not misleading, it being understood that, in rendering such opinion, counsel for the Corpo-
<br /> ration shall not be required to express an opinion with respect to statistical and technical
<br /> data, financial statements, and other financial data in the Official Statement.
<br /> (4) the opinion of Boodell, Sears, Sugrue,Giambalvo&Crowley,Chicago,Illinois, coun-
<br /> sel to the Underwriters, dated the date of Closing and addressed to the Manager on behalf of
<br /> the Underwriters, to the effect that (i) the Bonds aze exempt from registration pursuant to
<br /> the Securities Act of 1933, as amended, and the Master Indenture, the Bond Indenture and
<br /> the Second Supplemental Indenture are exempt from qualification under the Trust Indenture
<br /> Act of 1939, as amended; and (ii) based upon the examinations that they have made as
<br /> counsel for the Underwriters, their participation in certain meetings held for the purpose of
<br /> preparing the Master Indenture, the Bond Indenture, the Second Supplemental Indenture,
<br /> the Loan Agreement and the Note, their assistance in the preparation of the Official State-
<br /> ., ment, and their representation of the Underwriters, and without having undertaken to de-
<br /> termine independently the accuracy or completeness of the statements contained in the
<br /> Official Statement, nothing has come to their attention that would lead them to believe that
<br /> the Official Statement (except �or the statistical and technical data, financial statements,
<br /> � and other financial data in the O�cial Statement, as to which no view need be expressed)
<br /> contains an untrue statement of a material fact or omits to state a material fact necessary
<br /> to make the statements therein, in light of the circumstances under which they were made,
<br /> not misleading.
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