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(b) The County has duly and validly authorized, issued, executed and <br /> delivered this Agreement, the 2021 Bonds and the Deed of Trust. Assuming due <br /> authorization, execution and delivery by the other parties, this Agreement, the 2021 <br /> Bonds and the Deed of Trust constitute valid, legal and binding obligations of the <br /> County, enforceable (in the case of the Deed of Trust, by the Deed of Trust Trustee <br /> and the Trustee) in accordance with their respective terms, subject to bankruptcy, <br /> insolvency and other similar laws affecting the enforcement of creditors' rights <br /> generally and applicable principles of equity. <br /> (c) The County requires no further approval or consent from any <br /> governmental authority with respect to the County's entering into or performing <br /> under this Agreement or the Deed of Trust. <br /> (d) 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) (i) challenging the validity or enforceability of the Trust Agreement or the <br /> 2021 Bonds, or seeking to restrain or enjoin the issuance or delivery of the Bonds, <br /> or (ii) challenging (A) the County's organization or existence, (B) the County's <br /> issuance of the Bonds, or (C) the title to office of any County Board member or other <br /> County officer, or (iii) that otherwise would be likely (if decided adversely to the <br /> County) to have a material adverse effect on the County's ability to provide for <br /> timely payment of the Bonds. <br /> (e) The County's performance of its obligations under the Bonds, this <br /> Agreement and the Deed of Trust, and compliance with their respective provisions, <br /> under the contemplated circumstances, does not and will not in any material respect <br /> constitute on the County's part a breach of or default under, or result in the creation <br /> of any material lien or other encumbrance on any County property (except as <br /> contemplated in such instruments) pursuant to, any agreement or other instrument <br /> to which the County is a party, or any existing law, regulation, court order or <br /> consent decree to which the County is subject. <br /> (f) No County representation, covenant or warranty in this Agreement is <br /> false or misleading in any material respect. <br /> 25 <br />