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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 ~Talidly authorized, executed and delivered <br />this Contract and the Deed of Trust. Assuming due authorization, execution and <br />delivery thereof by the other parties thereto, this Contract and the Deed of Trust <br />constitute valid, legal and binding obligations of the County, enforceable (in the <br />case of the Deed of Trust, by the Deed of Trust Trustee, the Company and the <br />Trustee, as the Company's assignee} in accordance ~~Tith their respective terms, <br />subject to bankruptcy, insol~~rency and other similar lours affecting the enforcement <br />of creditors' rights generally and such principals of equity as a court having <br />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 or the Deed of Trust. <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 knou~•ledge, <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 />Trust or any other documents relating hereto. The County's performance of its <br />obligations under this Contract and the Deed of Trust, and compliance with the <br />provisions hereof and thereof, under the circumstances contemplated hereby or <br />thereby, does not and ~vill not in any material respect constitute on the County's <br />part a breach of or default under, or result in the creation of a lien or other <br />encumbrance on any County property (except as contemplated herein or therein), <br />pursuant to any agreement or other instrument to which the County is a party, or <br />any existing law, regulation, court order or consent decree to v~Thich the County is <br />subject. <br />(f} No County representation, covenant or warranty in this Contract is <br />false or misleading in any material respect. <br />(g) The County is vested uTith fee simple title to the Pledged Site. There <br />are no liens or encumbrances on the Pledged Facility or the Pledged Site other than <br />the Existing Encumbrances, as defined in the Deed of Trust. <br />(h) The resolutions relating to the County's performance of this Contract, <br />the Deed of Trust and the transactions contemplated hereby and thereby have been <br />93 361v2 15 <br />