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40 Board of County Commissioners of Indian River County, Florida, et al. 1987 Page 8 (1) The Borrower has authorized the use of the Official Statement, including all amendments and supplements thereto, by the Underwriter in connection with the public offering and sale of the Bonds and consented to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering and sale of the Bonds. 5. Representations, Warranties and Agreements of NHC. NHC represents, warrants, covenants and agrees with. the Underwriter, both on the date hereof and on the date of Closing, as follows: (a) NHC is a limited partnership duly organized and existing and in good standing under the laws of the State of Delaware, 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 operation of the Project. (b) NHC 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 /198eement, the Guaranty Agreement dated as ofA 7 (the "Guaranty Agreement") between The Toronto -Dominion Bank, acting through its Chicago Branch, and NHC and each other agreement and instrument relating thereto to which NHC is a party (the "NHC Documents"). NHC has taken, all action necessary to be taken by it for the execution, delivery and performance of the Documents. On the date hereof, this Bond Purchase Agreement has been, and on the date of the Closing each of the NHC Documents will have been, duly authorized, executed and delivered by NHC and each of the NHC Documents constitutes the legal, valid and binding obligation of NHC enforceable in accordance with its terms. (c) The execution and delivery of NHC Documents, the compliance with the terms, conditions and provisions hereof and thereof and the consummation of the transactions herein and therein contemplated do not and will not violate any law or any regulation, order, writ, injunction or decree of any court, governmental body, agency or other public instrumentality, or result in a breach in any of the terms, conditions or provisions of, or constitute a default under or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of NHC pursuant to the terms of NHC's partnership agreement or any mortgage, indenture, agreement or instrument to which NHC is a party or by which NHC or any of its properties is bound. 4330x:10/23/87 3002-353