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20 <br />Determinations as to the extent of loss described in (b) above will be made <br />by an Appropriate Consultant and will be in form and substance reasonably <br />acceptable to SunTrust. <br />ARTICLE VII <br />COUNTY'S WARRANTIES REPRESENTATIONS AND COVENANTS <br />The County warrants, represents and covenants (all such warranties, <br />representations and covenants being continuing) as follows: <br />(a) The .County is a duly organized and validly existing political <br />subdivision of the State. The County-has all powers necessary to enter into the <br />transactions contemplated by this Contract, the Deed of Trust and the Project Fund <br />Agreement, and to carry out its obligations under such instruments. <br />(b) The County will take no action that would adversely affect its <br />existence as a political subdivision in good'standing in the State, cause the County <br />to be consolidated with or merge into another political subdivision of the State or <br />permit one or more other political subdivisions of the State to consolidate with or <br />merge into it, unless the political subdivision of the State created thereby expressly <br />assumes in writing the County's obligations under this Contract. <br />(c) The County has duly and validly authorized, executed and delivered <br />this Contract, the Deed of Trust and the Project Fund Agreement. Assuming due <br />authorization, execution and delivery thereof by the other parties thereto, this <br />Contract, the Deed of Trust and the Project Fund Agreement constitute valid,. legal <br />and binding obligations of the County, enforceable (in the case of the Deed of <br />Trust, by the Deed of Trust Trustee and SunTrust) in accordance with their <br />respective terms, subject to bankruptcy, insolvency and other similar laws affecting <br />the enforcement of creditors' rights generally and such principals of equity as a <br />court having jurisdiction may impose. <br />(d) No further approval or consent is required from any governmental <br />authority with respect to the County's entering into or performing under this <br />Contract, the Deed of Trust or the Project Fund Agreement. <br />(e) There is no action, suit or proceeding at law or in equity before or by <br />any court, public board or body pending or, to the best of the County's knowledge, <br />threatened, against or affecting the County (or any official thereof in an official <br />capacity) challenging the validity or enforceability of this Contract, the Deed of <br />97562v1 20 <br />