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1166 <br />I <br />threatened against or affecting the Company, nor to the best of <br />its knowledge, is there any basis therefor, wherein an unfa- <br />vorable decision, ruling or finding would materially adversely <br />affect the validity or enforceability of this Agreement, the <br />Lease, or the Company Guaranty. <br />(iii) This Agreement, the Lease and the Company <br />Guaranty have been duly authorized, executed and delivered by and <br />on behalf of the Company, and any resolution authorizing such <br />execution and delivery and the performance of the obligations <br />contained therein has not been modified or amended and is in full <br />force and effect as of the date hereof. <br />(iv) The execution and deli•ery by the Company of <br />the Lease and the Company Guaranty and compliance with the terms <br />thereof will not constitute on the part of the Company a breach <br />of, or default under the Company's articles of incorporation or <br />by-laws or any agreement, indenture, mortgage, lease or other <br />instrument to which the Company is now a party or by which it is <br />bound or to which its properties or property interests are sub- <br />ject; and all necessary authorizations, approvals, consents and <br />other orders of any governmental authority or agency for the exe- <br />cution and delivery by the Company of the Lease and the Company <br />Guaranty have been obtained and are in full force and effect. <br />(v) The Lease and the Company Guaranty are made in <br />furtherance of the purposes set forth in the Company's articles <br />of incorporation and are necessary to promote and further the <br />business of the Company, and the assumption by Company of its <br />obligations hereunder will result in direct financial benefit to <br />the Company. <br />(vi) The Company has filed all required federal, <br />state and local tax returns as they have become due, and no <br />claims have been assessed and are unpaid with respect to such <br />taxes. <br />Section 4. Conditions of Bondholder's Obligations to <br />Purchase. The Bondholder shall accept delivery of the Bond only <br />upon the following conditions: <br />(a) The Bond, this Agreement, the Loan Agreement, the <br />Company Guaranty, the Personal Guaranty, the Lease, the Lease <br />Agreement, the Mortgage and Security Agreement, and the <br />Assignment of Rights shall have been duly authorized, executed <br />and delivered, all in form satisfactory to the Bondholder. <br />(b) Certificates and policies of title and other <br />insurance, or binders therefor, required by the Loan Agreement <br />-6- <br />