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equity before or by any court, government agency, public board or body, pending or to the best of his knowledge threatened against or affecting the County, nor is there any basis for any such action, suit, proceeding, inquiry investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the Official Statement or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, except as described in the Official Statement; (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the County's adoption, execution or performance of the Bonds, the Resolution, the Escrow Deposit Agreement and this Purchase Contract have been obtained or effected and, to the best of his knowledge, he has no reason to believe that the County will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for performance of any of them by the County; and, in addition, he shall give his opinion to the same effect as set forth under the caption "LITIGATION" in the Official Statement. (v) A certificate, dated the Date of Closing, signed by the Chairman and the Clerk of the Circuit Court of the County (the "Clerk"), or other appropriate officials satisfactory to the Underwriter, to the effect that: (A) the representations of the County herein are true and correct in all material respects as of the Date of Closing; (B) the County has performed all obligations to be performed hereunder as of the Date of Closing; (C) except as disclosed in the Official Statement, there is no litigation of which either of them have notice, and no litigation is pending or to the best knowledge of each of them threatened (1) to restrain or enjoin the issuance or delivery of any of the Bonds, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, (3) in any way contesting the corporate existence or powers of the County, (4) to restrain or enjoin the funds pledged or to be pledged to pay the principal of, interest and premium, if any, on the Bonds, (5) which may result in any material adverse change in the business, properties, assets and the financial condition of the County taken as a whole or the Recreational Facilities, or (6) asserting that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading; (D) since September 30, 1992, no material -12-