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(L) (i) The Issuer, to the best of its knowledge and
<br />belief, is not in material breach or default under any
<br />applicable constitutional provision, law or administrative
<br />regulation of the State or the United States, or any applicable
<br />judgment or decree, or any loan agreement, indenture, bond,
<br />note, or ordinance or resolution, agreement or other instrument
<br />to which the Issuer is a party or to which the Issuer or any
<br />of its property or assets is otherwise subject, and no event
<br />has occurred and is continuing which, with the passage of
<br />time or the giving of notice or both, would constitute a
<br />material default or event of default under any of the
<br />foregoing; and (ii) the execution and delivery of the Bonds,
<br />the adoption of the Resolution, the execution and delivery
<br />of the other Instruments, and compliance with the obligations
<br />on the Issuer's part contained in all of the foregoing, did
<br />not as of their respective dates, and will not as of the
<br />Closing Date conflict with or constitute a material breach
<br />of or default under any constitutional provision, law,
<br />administrative regulation, judgment, decree, agreement,
<br />indenture, bond, note, resolution, ordinance, agreement, or
<br />any other instrument to which the Issuer is a party or to
<br />which the Issuer or any of its property or assets is otherwise
<br />subject. Such execution, delivery, adoption or compliance
<br />will not result in the creation or imposition of any lien,
<br />charge, or other security interest or encumbrance of any
<br />nature whatsoever upon any of the property or assets of the
<br />Issuer or under the terms of any such law, regulation,
<br />judgment, decree, loan agreement, indenture, bond, note,
<br />resolution, ordinance, agreement or other instrument, except
<br />as provided by the Bonds and the Resolution.
<br />(M) The Issuer will furnish such information, execute
<br />such instruments, and take such other action in cooperation
<br />with the Underwriter as the Underwriter may reasonably
<br />request in order to (i) qualify the Bonds for offer and sale
<br />under the Blue Sky or other securities laws and regulations
<br />of such states and other jurisdictions of the United States
<br />of America as the Underwriter may designate, and (ii)
<br />determine the eligibility of the Bonds for investment under
<br />the laws of such states or other jurisdictions, and will use
<br />its best efforts to continue such qualifications in effect
<br />as long as required for the distribution of the Bonds;
<br />provided, however, that the Issuer shall not be required to
<br />execute a general or special consent to service of process
<br />or qualify to do business in connection with any such
<br />qualification or determination in any jurisdiction where it
<br />is not now so subject or qualified.
<br />(N) If the Official Statement is supplemented or
<br />amended pursuant to Subsection (0) of this Section 6, at the
<br />time of each supplement or amendment thereto and (unless
<br />subsequently again supplemented or amended pursuant to such
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