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<br /> (d) The Corporation has received and there aze currently in full force and effect all permits,
<br /> • licenses, accreditations and certifications necessary to conduct its business as it is presently being
<br /> conducted.
<br /> (e) The Corporation has received and there remain currently in full force and effect, or will
<br /> receive prior to the delivery of the Bonds, all governmental consents and approvals that would
<br /> constitute a condition precedent to, or the absence of which would materially adversely affect, the
<br /> performance by the Corporation of its obligations hereunder or under the Loan Agreement, Mas-
<br /> ter Indenture or the Series A Master Note.
<br /> (f) The approval and execution of the Purchase Contract, and the execution and deliv-
<br /> ery of the Master Indenture, the Loan Agreement, the Note and this Letter of Representation,
<br /> and compliance with the provisions thereof and hereof, under the circumstances contemplated
<br /> thereby and hereby, do not and will not conflict with the Corporation's Articles of Incorporation
<br /> or by-laws, and do not and will not in any material respect conflict with, or constitute on the
<br /> part of the Corporation a breach of or default under, any indenture, deed of trust, mortgage,
<br /> agreement, or other instrument to which the Corporation is a party or conflict with, violate, or
<br /> result in a breach of any existing law, public administrative rule or regulation, judgment, court •
<br /> order, or consent decree to which the Corporation is subject.
<br /> (g) Subsequent to the date of the financial statements included in the O�cial Statement,
<br /> the Corporation has not incurred any material liabilities, direct or contingent, nor has there been
<br /> any material adverse change in the financial position, results of the operation or condition, finan-
<br /> � cial or otherwise, of the Corporation that is no� described in the O$'icial Statement, whether or
<br /> . not arising from transactions in the ordinar}x course of husiness.
<br /> (h) The Corporation will furnish such information, execute such instruments and take such
<br /> - other action in cooperation with the Underwriters as the Underwriters may reasonably request
<br /> to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regula-
<br /> tions�of such states and other jurisdictions of the United States as the Underwriters may desig-
<br /> nate and to determine the eligibility of the Bonds for investrnent under the laws of such states
<br /> and other jurisdictions, and will use its best efforts to continue such qualifications in effect so
<br /> long as required for the distribution of the Bonds.
<br /> (i) Except as disclosed in the O�cial Statement, there is no claim, action, suit, proceeding,
<br /> inquiry or investigation, at law or in equity, before or by any court, governmental agency, pub-
<br /> lic board or body, pending or, to the best of its knowledge, threatened (i) contesting the cor-
<br /> porate existence or powers of the Corporation or the titles of its o�cers to their respective o�ces,
<br /> or (u) seeking to prohibit, restrain or enjoin the collection of revenues by the Corporation from
<br /> which the Corporation is obligated to make payments under the Loan Agreement or the Note or
<br /> the application of the proceeds of the Bonds, or (iii) affecting the validity or enforceability of this
<br /> Letter of Representation, the Master Indenture, the Loan Agreement, or the Note or contesting
<br /> the power of the Corporation to execute and deliver or to consummate the transactions contem-
<br /> plated in such documents or the Off cial Statement, or (iv) contesting in any way the com-
<br /> pleteness or accuracy of the Preliminary Official Statement or the O�cial Statement (nor, to the
<br /> best knowledge of the Corporation, is there any basis therefor), wherein an unfavorable deci-
<br /> sion, ruling or finding would materially adversely a$ect the financial position of the Corporation
<br /> or the operation of the Corporation's facilities or the validity or enforceability of the Bonds, the
<br /> - Master Indenture, the Bond Indenture, the Second Supplemental Indenture (as defined in the
<br /> O�cial Statement), the Purchase Contract, this Letter of Representation, the Note or the Loan
<br /> Agreement.
<br /> � (j) No litigation or proceedings are pending against the Corporation or, to its knowledge,
<br /> • threatened against it except litigation the probable ulrimate recoveries and the estimated costs
<br /> and expenses of defense in which will be entirely within the Corporation's applicable insurance
<br /> policy limits (subject to applicable deductibles).
<br /> III-2
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