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Agreement and the Pledged Funds is correct in all <br />material respects and does not omit any statement which, <br />in his opinion, should be included or referred to therein <br />and, in addition, such counsel shall state that, based <br />upon his participation in the preparation of the Official <br />Statement as Attorney for the County, as of the Date of <br />Closing nothing has come to his attention causing him to <br />believe that: (A) the Official Statement as of its date <br />contained any untrue statement of a material fact or <br />omitted to state a material fact required to be stated <br />therein or necessary to make the statements therein, in <br />the light of the circumstances under which they were <br />made, not misleading (except for the financial and <br />statistical information contained in the Official <br />Statement as to all of which no view need be expressed <br />and except for information relating to AMBAC Indemnity <br />Corporation), or (B) the Official Statement (as <br />supplemented or amended pursuant to Paragraph (j) of <br />Section 6 hereof, if applicable) as of the Date of <br />Closing contains any untrue statement of a material fact <br />or omits to state a material fact required to be stated <br />therein or necessary to make the statements therein, in <br />the light of the circumstances under which they were <br />made, not misleading (except as aforesaid); (iv) the <br />execution and delivery of the Bonds, this Purchase <br />Contract and the Escrow Deposit Agreement, the adoption <br />of the Resolution and compliance with the provisions on <br />the County's part contained therein, will not conflict <br />with or constitute a material breach of or default under, <br />any constitutional provision, law, administrative <br />regulation, judgment, decree, loan agreement, indenture, <br />bond, note, resolution, agreement or other instrument to <br />which the County is a party or any of its property or <br />assets is otherwise subject, and any such execution, <br />delivery, adoption or compliance will not result in the <br />creation or imposition of any lien, charge or other <br />security interest or encumbrance of any nature whatsoever <br />upon any of the property or assets of the County under <br />the terms of anv such ordinance, law, regulation or <br />instrument, except as expressly provided by the Bonds and <br />the Resolution; (v) the County has the right and power <br />under the Act to adopt the Resolution and the Resolution <br />has been duly and lawfully adopted by the County, is in <br />full force and effect and constitutes the legal, valid <br />and binding obligation of the County, enforceable in <br />accordance with its terms, subject to applicable <br />bankruptcy, insolvency and similar laws affecting <br />creditors' rights generally and subject, as to <br />enforceability, to general principles of equity <br />(regardless of whether enforcement is sought in a <br />proceeding in equity or at law), (vi) there is no action, <br />suit, proceeding, inquiry or investigation at law or in <br />-11- <br />