11-8-01 12. BOND PURCHASE AGREEMENT

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thereto, each, constitute a valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. (vii) To the knowledge of the Borrower, noNo litigation is pending or threatened (A) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of proceeds of the Bonds as provided in the Indenture and the Loan Agreement or the collection of revenues pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, or any other Borrower Documents, or(C) in any way affecting, in a material adverse manner, the property of the Borrower or contesting the existence or powers of the Borrower. (viii) The Preliminary Official Statement was, as of its date, and is, as of this date, "final"within the meaning of(b)(1) of the Rule. (ix) The Borrower has not been, within the last five years, in default as to principal or interest with respect to any obligation issued by or guaranteed by the Borrower or with respect to which the Borrower is an obligor. (x) Wedum is duly organized and existing as a nonprofit corporation under the laws of the State and is qualified to do business in the State. (xi) Wedum is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended(the "Code"), is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code, and is a"private foundation" as defined in Section 509(a) of the Code. (xii) Wedum is the sole member of the Borrower, and no other party has any rights, interests or claims in or to Wedum's membership interest in the Borrower. (c) The Underwriter represents and agrees as follows: (i) The Underwriter is a member of the National Association of Securities Dealers, is a registered broker/dealer in each state in which it proposes selling the Bonds, has full power and authority to enter into this Bond Purchase Agreement, and will comply with all federal and applicable state securities laws in each state in which it proposes selling the Bonds. (d) Wedum represents and agrees as follows: (i) Wedum is duly organized and existing as a nonprofit corporation under the laws of the State and is qualified to do business in the State.