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• contemplated by this Contract and the Deed of Trust and to carry out its obligations under <br />this Contract. <br />(b) The County has duly and validly authorized, executed and delivered this <br />Contract and the Deed of Trust. Assuming due authorization, execution and delivery <br />thereof by the other parties thereto, this Contract and the Deed of Trust constitute valid, <br />legal and binding obligations of the County, enforceable (in the case of the Deed of Trust, <br />by the Deed of Trust Trustee, the Company and the Trustee, as the Company's assignee) <br />in accordance with their respective terms, subject to bankruptcy, insolvency and other <br />similar laws affecting the enforcement of creditors' rights generally and such principals <br />of equity as a court having jurisdiction may impose. <br />(c) No further approval or consent is required from any governmental authority <br />with respect to the County's entering into or performing under this Contract or the Deed <br />of Trust. <br />(d) There is no action, suit or proceeding at law or in equity before or by any <br />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 capacity) <br />challenging the validity or enforceability of this Contract or the Deed of Trust. The <br />County's performance of its obligations under this Contract and the Deed of Trust, and <br />• compliance with the provisions hereof and thereof, under the circumstances contemplated <br />hereby or thereby, does not and will not in any material respect constitute on the <br />County's part a breach of or default under, or result in the creation of a lien or other <br />encumbrance on any County properly (except as contemplated herein or therein), <br />pursuant to any agreement or other instrument to which the County is a party, or any <br />existing law, regulation, court order or consent decree to which the County is subject. <br />(e) No County representation, covenant or warranty in this Contract is false or <br />misleading in any material respect. <br />(fj The County is vested with fee simple title to the Sites. There are no liens or <br />encumbrances on the Facilities or the Sites other than the Existing Encumbrances, as <br />defined in the Deed of Trust. <br />(g) The resolutions relating to the County's performance of this Contract, the <br />Deed of Trust and the transactions contemplated hereby and thereby have been duly <br />adopted, are in full force and effect, and have not been in any respect modified, revoked <br />or rescinded. <br />(h) The County believes funds will be available to satisfy all of its obligations <br />• under this Contract. <br />I1 <br />