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constitute legal, valid and binding obligations of the <br /> Lessor in accordance with their respective terms. <br /> <br /> (b) By official action of the Lessor prior to or <br /> concurrently with the acceptance hereof, the Lessor has <br /> duly approved the distribution of the Preliminary Official <br /> Statement relating to the Certificates, and the <br /> distribution of the Official Statement, and has duly <br /> authorized and approved the execution and delivery of, and <br /> the performance by the Lessor of the obligations on its <br /> part contained in the Legal Documents and the Assignment <br /> Agreement and the consummation by it of all other <br /> transactions contemplated by the Official Statement and <br /> this Contract of Purchase. <br /> <br /> (c) The execution and delivery of the Legal <br /> Documents, the Assignment Agreement and the approval and <br /> execution of the Official Statement and compliance with the <br /> provisions on the Lessor's part contained herein and <br /> therein, will not conflict with or constitute a breach of <br /> or default under any law, administrative regulation, <br /> judgment, decree, loan agreement, indenture, bond, note, <br /> resolution, agreement or other instrument to which the <br /> Lessor is a party or is otherwise subject, nor will any <br /> such execution, delivery, adoption or compliance result in <br /> the creation or imposition of any lien, charge or other <br /> security interest or encumbrance of any nature whatsoever <br /> upon any of the properties or assets of the Lessor under <br /> the terms of any such law, administrative regulation, <br /> judgment, decree, loan agreement, indenture, bond, note, <br /> resolution, agreement or other instrument, except as <br /> provided by the Legal Documents and the Assignment <br /> Agreement. <br /> <br /> (d) Both at the date hereof and at the date of <br /> Closing, the statements and information contained in the <br /> Official Statement relating to the Lessor, its functions, <br /> duties and responsibilities are and will be true, correct <br /> and complete in all material respects and the Official <br /> Statement does not and will not omit any statement or <br /> information which is necessary to make such statements and <br /> information therein, in the light of the circumstances <br /> under which they were made, not misleading in any material <br /> respect. <br /> <br /> (e) Except as may be required under blue sky or other <br /> securities laws of any state, there is no consent, <br /> approval, authorization or other order of, or filing with, <br /> or certification by, any regularcry authority having <br /> jurisdiction over the Lessor required for the execution, <br /> <br /> 7 <br />1739030/2 <br /> <br /> <br />