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of the County in accordance with their terms and the terms of <br />the Resolution, except to the extent enforceability may be <br />limited by bankruptcy, insolvency, reorganization, moratorium <br />or other similar laws limiting creditors' rights generally and <br />by the application of general principles of equity; and the <br />Resolution will provide, for the benefit of the holders from <br />time to time of the Bonds, a legally valid and irrevocable <br />first lien and pledge of the Net Revenues derived from the <br />operation of the County's Recreational Facilities, and a <br />subordinate lien upon and pledge on the Half -Cent Sales Tax as <br />provided in the Resolution (the "Pledged Funds"). <br />(g) The County is lawfully empowered to pledge and grant <br />and has pledged and granted a prior and irrevocable lien upon <br />the Pledged Funds for the payment of the principal of, <br />redemption premium, if any, and interest on the Bonds. <br />(h) The information contained in the Preliminary <br />Official Statement (as of its date) and, as of its date and <br />the Date of Closing, the Final Official Statement, including <br />but not limited to information pertaining to the County, the <br />Bonds, the Resolution and the Recreational Facilities, is and <br />will be true and correct in all material respects and does not <br />contain any untrue statement of a material fact or omit to <br />state a material fact which is necessary to make the <br />statements therein, in the light of the circumstances under <br />which they were made, not misleading. <br />(i) Except as described in the Official Statement, there <br />is no action, suit, proceeding, inquiry or investigation, at <br />law or in equity before or by any court, governmental agency <br />or public board or body, pending or, to the best knowledge of <br />the County, threatened: (i) which may affect the existence of <br />the County or the titles of its officers to their respective <br />offices; (ii) which may affect or which seeks to prohibit, <br />restrain or enjoin the sale, issuance or delivery of the <br />Bonds, the collection or disbursement of the Pledged Funds to <br />pay the principal of and interest on the Bonds and premium, if <br />any; (iii) which in any way contests or affects the validity <br />or enforceability of the Bonds, the Resolution, the Escrow <br />Deposit Agreement or this Purchase Contract; (iv) which would <br />cause the interest on the Bonds to be included in the federal <br />gross income of the holders of the Bonds; or (v) which <br />contests in any way the completeness or accuracy of the <br />Preliminary Official Statement or the Final Official Statement <br />or which contests the powers of the County or any authority or <br />proceedings for the issuance, sale or delivery of the Bonds, <br />or the due adoption of the Resolution, the execution and <br />delivery of this Purchase Contract, or the operation by the <br />County of the Recreational Facilities, including the power to <br />levy rates for the services of the Recreational Facilities; <br />nor, to the best knowledge of the County, is there any basis <br />-6- <br />