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ILI Board of County Commissioners of Indian River County, Florida, et al. 1987 Page 5 (j) The execution and delivery of this Bond Purchase Agreement, the Loan Agreement, the Indenture and any other agreement or instrument to which the Issuer is a party, used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement, the compliance with the terms and conditions hereof and thereof and the consummation of the transactions herein, therein and in the Official Statement contemplated, do not and will not violate any law or any regulation, order, injunction or decree of any court, governmental body, agency or other public instrumentality or result in a breach of any of the terms and conditions of, or constitute a default under any indenture, mortgage, agreement or other instrument to which the Issuer is a party or by which the Issuer or any of its properties is bound. No approval of, notice to, registration or filing with or other action by any governmental authority or agency is required in connection with the execution or performance of any of such documents by the Issuer except such as have been obtained or such as may be required under the securities or "blue sky" laws of any jurisdiction in connection with the offering and sale of the Bonds. (k) The Issuer will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Official Statement, the Indenture and the Loan Agreement. 6. Representations Warranties and Agreements of the Borrower. The Borrower represents, warrants, covenants and agrees with the Underwriter, both on the date hereof and on the date of Closing, as follows: (a) The Borrower is a corporation duly organized and existing and in good standing under the laws of the State of Florida, has full power and'authority to own its property and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business, including the ownership and operation of the Project. (b) The Borrower has full power and authority to take all actions required to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Bond Purchase Agreement, the Remarketing Agreement dated as of , 1987 among the Borrower, NHC and Alex. Brown & Sons Incorporated (the "Remarketing Agreement"), the Loan Agreement, the Reimbursement Agreement dated as of 1 1987 between The Toronto -Dominion Bank, acting through its Chicago Branch and the Borrower (the "Reimbursement Agreement"), and each other agreement and 4330x:10/23/87 3002-353