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• 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 Master Indenture, the
<br /> �, Loan Agreement or the Series A Master Note.
<br /> (f) T'he approval and execution of the Purchase Contract and the execution and delivery
<br /> of the Master Indenture, the Loan Agreement, the Note and this Letter of Representation, and
<br /> compliance with the provisions thereof and hereof, under the circumstances contemplated there-
<br /> by and hereby, do not and will not conflict with the Corporation's Articles of Incorporation or
<br /> by-laws, and do not and will not in any material respect conflict with, or constitute on the part
<br /> of the Corporation a breach of or default under, any indenture, deed of trust, mortgage, agree-
<br /> ment, or other instrument to which the Corporation is a party or conflict with, violate, or result
<br /> in a breach of any existing law, public administrative rule or regulation, judgment, court order,
<br /> or consent decree to which the Corporation is subject.
<br /> (g) Subsequent to the date of the financial statements included in the Official 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 not described in the O�cial Statement, whether or
<br /> not arising from transactions in the ordinary course of business.
<br /> (h) The Corporation will fumish 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 investment 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 disclosisd 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 officers to their respective
<br /> o�ces, or (ii) seeking to prohibit, restrain or enjoin the collection of revenues by the Corpora-
<br /> tion from which the Corporation is obligated to make payments under the Loan Agreement or the
<br /> Note or the application of the proceeds of the Bonds, or (iii) affecting the validity or enforce-
<br /> ability of this Letter of Representation, the Master Indenture, the Loan Agreement or the Note
<br /> or contesting the power of the Corporation to execute and deliver or to consummate the trans-
<br /> actions contemplated in such documents or the O�cial Statement, or (iv) contesting in any
<br /> way the completeness or accuracy of the Preliminary O�cial Statement or the O�cial Statement
<br /> (nor, to the best knowledge of the Corporation, is there any basis therefor), wherein an unfavor-
<br /> able decision, ruling or finding would materially adversely affect the financial position of the
<br /> Corporation or the operation of the Corporation's facilities or the validity or enforceability of
<br /> the Bonds, the Master Indenture, the Bond Indenture, the Second Supplemental Indenture (as
<br /> defined in the Official Statement), the Purchase Contract, this Letter of Representation, the Note
<br /> or the Loan Agreement.
<br /> (j) No litigation or proceedings are pending against the Corporation or, to its knowledge,
<br /> threatened against it except litigation the probable ultimate 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 /> ' (k) The Corporation hereby authorizes the use of the O�cial Statement, including all amend-
<br /> ments and supplements thereto, by the Underwriters in connection with the public offering and
<br /> sale of the Bonds and consents to the use by the Underwriters prior to the date hereof of the
<br /> ` Preliminary O�cial Statement in connection with the public offering and sale of the Bonds.
<br /> (I) Between the date of the Purchase Contract and the delivery of the Bonds and after
<br /> the date of delivery of the Bonds, the Corporation will (i) not participate in the issuance of any
<br /> IV-2
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