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Attachment C The terms Ðherein,Ñ Ðhereunder,Ñ Ðhereby,Ñ Ðhereto,Ñ ÐhereofÑ and any similar terms refer to this Project Loan Agreement; the term ÐheretoforeÑ means before the date of execution of this Project Loan Agreement; and the term ÐhereafterÑ means after the date of execution of this Project Loan Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.01 Representations, Warranties and Covenants of the Governmental Lender. The Governmental Lender makes the following representations, warranties and covenants for the benefit of the Borrower, the Fiscal Agent, the Funding Lender, the Financial Monitor and the Servicer: (a) The Governmental Lender is a statutory city, municipal corporation, and political subdivision duly organized and existing under the Constitution and laws of the State. (b) The Governmental Lender has all necessary power and authority to incur the indebtedness of the Funding Loan evidenced by the Governmental Note and to make the Project Loan from the proceeds thereof, and to execute, and deliver this Project Loan Agreement, the Funding Loan Agreement, and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c) The Governmental Lender has taken all action on its part to incur the Funding Loan evidenced by the Governmental Note and make the Project Loan from the proceeds thereof and for the sale, execution and delivery thereof. (d) Each of the Financing Documents to which the Governmental Lender is a party has been duly and validly authorized, executed and delivered by the Governmental Lender. (e) Based on the advice of Bond Counsel, the Governmental Lender has complied with the provisions of the laws of the State, including, but not limited to, the Act, which are prerequisites to the consummation of the transactions on the part of the Governmental Lender described or contemplated in the Financing Documents. To the actual knowledge of the Governmental Lender, the execution and delivery of the Governmental Note and the Financing Documents to which the Governmental Lender is a party, the consummation of the transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Governmental Lender is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Governmental Lender under the terms of any instrument or agreement. (f) Based on the advice of Bond Counsel, no authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any 5 12502464v3