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of the United States of America as the Underwriter may <br />designate; <br />(G) On the date of acceptance hereof and on the <br />Closing Date, except as disclosed in the Official Statement, <br />no action, suit, proceedings, or investigation is or will be <br />pending or, to the knowledge of the Issuer, threatened <br />against the Issuer (i) in any way affecting the existence of <br />the Issuer or in any way challenging the respective powers <br />of the several offices of the officials of the Issuer or the <br />titles of the officials holding their respective offices; or <br />(ii) seeking to restrain or enjoin the issuance or delivery <br />of any of the Bonds, or the collection of the Gross Revenues, <br />the Racetrack Funds and Jai Alai Fronton Funds, and the Sales <br />Tax (all as defined in the Resolution) or in any way contesting <br />or affecting the validity or enforceability of the Instruments <br />or the Bonds, or contesting in any way the completeness or <br />accuracy of the Official Statement, or contesting the powers <br />of the Issuer or its authority with respect to the Instruments <br />or the Bonds; (iii) questioning or affecting the validity of <br />any of the proceedings relating to the authorization, sale, <br />execution, issuance or delivery to the Underwriter of the <br />Bonds; or (iv) in which a final adverse decision would (a) <br />materially adversely affect the ability of the Issuer to <br />issue the Bonds or (b) declare any of the Instruments or the <br />Bonds to be invalid and unenforceable in whole or in <br />material part; <br />(H) The Bonds, when delivered and sold to the Underwriter <br />as provided herein, will have been duly authorized and <br />executed and will constitute validly issued and binding <br />obligations of the Issuer in conformity with, and entitled <br />to the benefit and security of, the Act and the Resolution; <br />(I) The Instruments are in full force and effect; <br />(J) The Issuer has good and lawful authority to manage <br />and operate the Sandridge Golf Course facility (the "Project") <br />and to establish and collect the Gross Revenues and to <br />perform all of its obligations under the Resolution; <br />(K) From the time of the Issuer's acceptance hereof <br />through the Closing Date, except as described in the Official <br />Statement, the Issuer will not have incurred any material <br />liabilities, direct or contingent, or entered into any <br />material transaction with respect to its operations and <br />there shall not have been any material adverse change in the <br />condition, financial or physical, of the Issuer other than <br />changes in the ordinary course of business or in the normal <br />operation of the facilities operated by the Issuer; and <br />5 <br />