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1.5. Restriction s on Resale. Th e Purchaser co n sents a n d agrees that it will not sell or transfer the 1983 Bonds to or for the account of any person other than an Institutional Investor as h ereinafter defined. For purposes of this Agreement the term "Institutional Investor " shall mean any savings institu tion, co,runercial ba n k , tr u st company (wh ether acting for its own account or in a trust capacity ) or other financial institution . The Purch aser hereby agrees to give written n otice of any such sale or transfer to the Borrower not less than 3 days prior to such sale or transfer. Any Tnstitutional Investor purch asing t h e 1983 Bonds from the Purchaser and its assigns shall be bound by the provisions of Section 3.3. PART II 2.1. Representations and Warranties of Borrower. In addition to the representations and warranties of the Borrower set forth in Section 1,3 of the Loan Agreement , upon which the Purchaser shall be entitled to rely, the Borrower hereby repre- sents and warra n ts to t h e Purchaser a n d the County that: (a ) The Borrower has lawful power and authority to execute, deliver and perform its obligations under this Agreement and the Loan Agreement; and all action on the part of the Borrower required for the due execution, delivery and performance of t h is Agreement and the Loan Agreement has been duly and effectively taken by t h e Borrower. (b ) Upon execution and delivery, this Agreement and the Loan Agreement will constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms (except to the extent the enforcement may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws generally affecting the enforcement of creuitors' rights, and subject to the availability of equitable remedies, generally ), (c ) The Loan Agreement and this Agreement and the compliance with and performance by the Borrower of the terms thereof do not and will n o t conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage , deed of trust, lease or any other restriction or any agreement or instrument to which the Borrower is a party or by which it or any of its prope rty is bound, including without limitation, the Borrower's organizational documents, if any, or any order , rule or regulation applicable to the Borrower or any of its property or of any court or governmen- tal body, or result in the creation or imposition of any prohi- bited lien, charge or encumbrance of any nature whatsoever upon -5-