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<br />which the County is a party and which is used or contemplated for
<br />use in consummation of the transactions contemplated hereby.
<br />(g) The execution and delivery by the County of this
<br />Agreement, the Bond, the Loan Agreement and the other agreements
<br />contemplated hereby and compliance with the provisions thereof
<br />will not conflict with, or constitute on the part of t::e County
<br />breach of, or a default under, any existing law, court order or
<br />any provision of any legislative act, constitutional or other
<br />proceeding relating to the affairs or resolutions, or any
<br />agreement, indenture, mortgage, lease or other instrument to
<br />which the County is subject or by which it is bound.
<br />Section 3. Representations, Wprranties and Agreements
<br />by the Proprietor and the Company. (a) The Proprietor represents
<br />and warrants to, and agrees with, the Bondholder, the Company and
<br />the County as follows:
<br />(i) The Proprietor has power to enter into this
<br />Agreement, the Loan Agreement, the Personal Guaranty, the Lease
<br />and the Lease Assignment, and has duly authorized the execution
<br />and delivery of this Agreement, the Loan Agreement, the Personal
<br />Guaranty, the Lease and the Lease Assignment.
<br />(ii) There is no action, suit, proceeding, inquiry
<br />or investigation, at law or in equity, before or by any court,
<br />public board or body, pending or, to the best of its knowledge,
<br />threatened against or affecting the Proprietor, nor to the best
<br />of its knowledge is there any basis therefor, wherein an unfa-
<br />vorable decision, ruling or finding would materially adversely
<br />affect the obligations contemplated by this Agreement, the Loan
<br />Agreement, the Company Guaranty, the Personal Guaranty, the
<br />Assignment of Rights, the Mortgage and Security Agreement, the
<br />Lease and the Lease Assignment or the assets or the financial con-
<br />dition of the Proprietor, or which in any way would adversely
<br />affect the validity or enforceability of this Agreement, the Loan
<br />Agreement, the Company Guaranty, the Personal Guaranty, the
<br />Assignment of Rights, the Mortgage and Security Agreement, the
<br />Lease or the Lease Assignment.
<br />(iii) The execution and delivery of this Agreement,
<br />the Loan Agreement, the Assignment of Rights, the Lease, the Lease
<br />Assignment, the Company Guaranty, the Personal Guaranty, the
<br />Mortgage and the Security Agreement; the consummation of the
<br />transactions contemplated herein and therein; and the fulfillment
<br />or compliance with the terms of this Agreement, the Loan Agree-
<br />ment, the Assignment of Rights, the Lease, the Lease Assignment,
<br />the Company Guaranty, the Personal Guaranty, and the Mortgage and
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