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power and authority to execute and deliver this Agreement and the Note and to perform its obligations thereunder. (c) The proceedings of the City Council of Batesville,Arkansas approving this Agreement and the Note and authorizing their execution and delivery on behalf of the Borrower and authorizing the Borrower to acquire and operate the Project been duly and lawfully adopted at a meeting or meetings duly called and held at which quorums were present and acting throughout and such meeting or meetings were duly called pursuant to necessary public notice and held in accordance with all applicable law. (d) The Borrower has taken all necessary actions to ensure that sufficient funds have been appropriated and are available for the current fiscal year to permit the repayment of all amounts due and payable by Borrower under this Agreement and the Note.The Borrower further represents and warrants that such appropriations have been duly approved and are in compliance with all applicable laws and regulations governing the Borrower's budgetary and appropriations processes. (e) The Borrower represents and warrants that it has included all payments required to be made by Borrower under this Agreement in its annual budget for the current fiscal year,and that such budget has been duly adopted and is in full force and effect. Section 2.2 Authorization, Binding Agreement. The execution, delivery and performance by the Borrower of this Agreement and the Note, and the borrowing of the Loan hereunder, have been duly authorized by all requisite corporate action of Borrower. This Agreement and the Note have been duly executed and delivered by authorized officers of the Borrower. Upon execution and delivery of each of them by the Borrower,this Agreement and the Note (the "Loan Documents") will constitute the legal, valid, and binding obligations of the Borrower,enforceable in accordance with their terms,except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws of general application or equitable principles relating to or affecting the enforcement of creditors'rights from time to time in effect. Section 2.3 Liti ag tion. There is no action,suit or proceeding at law or in equity pending or threatened before any court or governmental or administrative body or regulatory authority or agency which,individually or in the aggregate,could reasonably be expected to result in a material adverse change in the activities,operations,assets or properties or in the condition,financial or otherwise, of the Borrower, or materially to impair the ability of the Borrower to perform its obligations under this Agreement and the Note. The Borrower is not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court or any governmental or administrative body or agency. Section 2.4 No Conflicts:No Government Consents. (a)The execution, delivery and performance by the Borrower of this Agreement and the Note and the borrowing hereunder will not violate any provision of law,any order,writ,injunction,decree,rule or regulation of any court or governmental or administrative body or regulatory authority or agency,the charter or Bylaws of the Borrower or any indenture,agreement or instrument to which the Borrower is a party or by which the Borrower or its assets or properties are bound,or conflict with,result in a breach of or constitute(with due notice or lapse of time or both)a default under any such indenture,agreement 4