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interest on the Bonds) will be lent to the User pursuant to a loan <br />agreement, dated as of November 1, 1980 (the "Agreement"), between the <br />Corporation and the User andthe User's obligations under the Agreement <br />will be further evidenced by, the User's execution and issuance of a note <br />(the "Note"), dated as of the date of the Bonds, in an amount equal to <br />the aggregate principal amount of the Bonds. The Board has duly autho- <br />rized all necessary action to be taken by the Corporation for the execu- <br />tion, delivery and due performance of the Indenture, the Bonds, the <br />Agreement and the Underwriting Agreement (the "Underwriting Agreement"), <br />dated JanuarY 12, 1981, among the Corporation, the User and Goldman, <br />Sachs & Co. (the "Underwriter") and the taking of any and all such <br />action as may be required'on the part of the Corporation to carry out, <br />give effect to and consummate the transactions contemplated thereby, <br />and, when executed and delivered by the respective parties thereto, the <br />Indenture, the Bonds, and the Agreement and the Underwriting Agreement <br />will constitute legal~ valid and binding obligations of the Corporation <br />enforceable against the Corporation in accordance with their respeCtive <br />terms. <br /> <br /> There is no lien on, encumbrance of, charge on or hypothecation of <br />the income and revenues to be derived by the Corporation from or in <br />connection with the Agreement or the Note which are pledged to the <br />pa~vment of the Bonds except as provided in the Agreement, the Indenture <br />and the proceedings authorizing the Bonds. <br /> <br /> 9. The Agreement, the Indenture, the Bonds and the Underwriting <br />Agreement, as executed and delivered by the duly authorized officers of <br />the Corporation acting in their official capacities, are in substantially <br />the same form and text as the copies of such instruments which were <br />authorized and approved by the Resolution adopted by the Board on <br />January 12, 1981 (as described in paragraph 7 above) (the "Bond Resolu- <br />tion''), with such changes and revisions therein as have been approved by <br />the Board, and are in full force and effect on the date hereof. <br /> <br /> 10. None of the proceedings or authorizations heretofore taken or <br />given for issuance of the Bonds or for the payment or security thereof <br />have been repealed, revoked or rescinded. The Corporation has full <br />corporate power and authority to (i) execute and deliver the Agreement, <br />the Indenture, the Bonds and the Underwriting Agreement, (ii) issue, <br />sell and deliver $5,000,000 in aggregate principal amount of the Bonds <br />to the Underwriter and $4,000,000 in aggregate principal amount of the <br />Bonds to Wachovia Bank and Trust Company, N.A., as original purchasers, <br />(iii) lend the proceeds of the Bonds (except for any amount representing <br />accrued interest on the Bonds) to the User to pay the costs of acquisi- <br />tion and construction of the Project and (iv) consummate the transactions <br />contemplated by, and perform its obligations under, the Agreement, the <br />Indenture, the Bonds and the Underwriting Agreement. <br /> <br />-3- <br /> <br /> <br />