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FROM 0 M 0 904 224 1544 4.12.1993 20240 F.13
<br />obligation of the County, enforceable in accordance with
<br />its terms, subject to applicable bankruptcy, insolvency
<br />and similar laws affecting creditors' rights generally
<br />and subject, as to enforceability, to general principles
<br />of equity (regardless of whether enforcement is sought in
<br />a proceeding in equity or at law), (vi) there is no
<br />action, suit, proceeding, inquiry or investigation at law
<br />or in equity before or by any court, government agency,
<br />public board or body, pending or to the best of his
<br />knowledge threatened against or affecting the County, nor
<br />is there any basis for any such action, suit, proceeding,
<br />inquiry investigation, wherein an unfavorable decision,
<br />ruling or finding would have a materially adverse effect
<br />upon the transactions contemplated by the official
<br />statement or the validity of the Bonds, the Resolution,
<br />the Escrow Deposit Agreement or this Purchase Contract,
<br />except as described in the official statement; (vii) all
<br />authorizations, consents, approvals and reviews of
<br />governmental bodies or regulatory authorities then
<br />required for the County's adoption, execution or
<br />performance of the Bonds, the Resolution, the Escrow
<br />Deposit Agreement and this Purchase Contract have been
<br />obtained or effected and, to the best of his knowledge,
<br />he has no reason to believe that the County will be
<br />unable to obtain or effect any such additional authoriza-
<br />tion, consent, approval or review that may be required in
<br />the future for performance of any of them by the County;
<br />and, in addition, he shall give his opinion to the same
<br />effect as set forth under the caption "Litigation" in the
<br />official statement.
<br />(v) A certificate, dated the Date of Closing,
<br />signed by the Chairman and the Clerk of the Circuit Court
<br />of the County (the "Clerk"), or other appropriate
<br />officials satisfactory to the Underwriter, to the effect
<br />that: (A) the representations of the County herein are
<br />true and correct in all material respects as of the Date
<br />of Closing; (B) the County has performed all obligations
<br />to be performed hereunder as of the Date of Closing;
<br />(C) except as disclosed in the official Statement, there
<br />is no litigation of which either of them have notice, and
<br />no litigation is pending or to the best knowledge of each
<br />of them threatened (1) to restrain or enjoin the issuance
<br />or delivery of any of the Bonds, (2) in any way con-
<br />testing or affecting any authority for the issuance of
<br />the Bonds or the validity of the Bonds, the Resolution,
<br />the Escrow Deposit Agreement or this Purchase Contract,
<br />(3) in any way contesting the corporate existence or
<br />powers of the County, (4) to restrain or enjoin the funds
<br />pledged or to be pledged to pay the principal of,
<br />interest and premium, if any, on the Bonds, (3) which may
<br />result in any material adverse change in the business,
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