11-8-01 12. BOND PURCHASE AGREEMENT

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any way contesting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution,the Indenture,the Loan Agreement, the Mortgage, the Subordinate Mortgage, the Mortgage Assignment,the Development Agreement, the Ground Lease, or this Bond Purchase Agreement, or(3) in any way contesting the existence or powers of the Issuer; (v) A certificate of the Borrower, signed by the Chief Manager of the Borrower, dated the date of the Closing, including, where necessary, a certificate of Wedum, signed by an authorized officer of Wedum, dated the date of the Closing,to the effect that(A)the representations, warranties and agreements of the Borrower and Wedum contained herein and in the Borrower Documents are true and correct in all material respects as of the date of the Closing; (B)to the knowledge of the Borrower, no litigation is pending or threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Indenture or any of the Borrower Documents, or(3) in any way contesting the existence or powers of the Borrower; (C)no event affecting the Borrower or Wedum has occurred since the date of the Official Statement which should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (D)the information in the Official Statement concerning the Borrower, Wedum,the Project(including sources and uses of funds),the Borrower's participation in the transactions contemplated by the Borrower Documents and Bondholders' Risks is true, accurate and complete in all material respects; (E) all resolutions and other actions required to be approved or taken by or on behalf of the Borrower authorizing and approving the transactions described or contemplated in this Bond Purchase Agreement or in the Official Statement,the execution of or approving of the respective forms of, as the case may be,this Bond Purchase Agreement,the Indenture,the Borrower Documents and the Bonds have been duly approved by the Borrower, are in full force and effect and have not been modified, amended or repealed; (F)the Borrower is a limited liability company organized and validly existing under the laws of the State with full power and authority to own its properties and conduct its business; (G)the Borrower has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to own and operate its facilities; (H) Wedum is a nonprofit corporation organized and validly existing under the laws of the State with full power and authority to own its properties and conduct its business; and(I)there are no adverse IRS determinations and no proceedings are pending or,to the knowledge of such officer,threatened in any way contesting or affecting Wedum's status as an organization described in Section 501(c)(3) of the Code or which would subject any income of Wedum to federal income taxation; (vi) Certified copies of the Borrower's resolutions or comparable actions of its Board of Governors authorizing the execution and delivery of the Borrower Documents and approving the Bonds and the Official Statement;