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CE 410 .m to the 1984 Bonds; and/or (b) eliminating the exemption from federal income taxation of the interest on the 1984 Bonds. PART II 2.1. Reoresentations 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 warrants to the Purchaser and 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 this Agreement and the Loan Agreement has been duly and effectively taken by the Borrower. j (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 creditors' 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 not 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 property 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 any of the property or assets of the Borrower under the terms of any instrument or agreement. (d) The Borrower's execution, delivery and performance of the Loan Agreement and this Agreement, do not require any con- sent or approval which has not been obtained including, without limitation, the consent of any regulatory authority or governmen- tal body of the United States of America or any state theroE or any political subdivision of the United States of America or any state thereof. -5-