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the laws of such states and other jurisdictions and will use <br />its best efforts to continue such qualifications in effect <br />so long as required for the distribution of the Bonds; <br />(g) Between the date of this Agreement and the time of <br />Closing, the Issuer will not, without the prior written <br />consent of the Underwriter which consent shall not <br />unreasonably be withheld, offer or issue any bonds, notes or <br />other obligations for borrowed money or incur any material <br />liabilities, direct or contingent, except such obligations <br />and liabilities as may be described in the Official <br />Statement, nor will there by any adverse change of a <br />material nature in the financial position, results of <br />operations or conditions, financial or otherwise, of the <br />Issuer other than (i) as contemplated by and described in <br />the Official Statement or (ii) in the ordinary course of <br />business; <br />(h) There is no action, suit, proceeding, inquiry or <br />investigation of any nature at law or in equity, before or <br />by any court, governmental agency, public board or body <br />pending or, to the knowledge of the Issuer, threatened, <br />seeking to restrain or enjoin the issuance, sale, execution <br />or delivery of the Bonds or the performance of any of the <br />covenants contained in this Agreement or the Resolution or <br />in any way questioning or affecting (i) the transactions <br />contemplated by this Agreement, the Resolution, or the <br />Official Statement, (ii) the right or authority of the <br />Issuer to pay the Bonds or to carry out the terms and <br />provisions of this Agreement and the Resolution, or (iii) <br />the validity of the Bonds or any provision made for the <br />payment of principal of, premium, if any, or interest on the <br />Bonds or the power of the Issuer to perform its obligations <br />under this Agreement and the Resolution; and neither the <br />existence of the Issuer nor the titles of the Chairman or <br />any of the other members of the Board of County <br />Commissioners (the "Board"), to their respective offices nor <br />the titles of the officers of the Issuer to their respective <br />offices are being contested, and no authority or proceeding <br />for the issuance of the Bonds has been repealed, revoked or <br />rescinded; <br />(i) As of the date of this Agreement, all approvals <br />required pursuant to the Act with regard to the issuance of <br />the Bonds and pursuant to any agreement with FmHA have been <br />obtained and have not been repealed, revoked or rescinded; <br />(j) The Issuer shall use the proceeds it receives from <br />the issuance of the Bonds for the purposes set forth in the <br />Official Statement; and <br />(k) Any certificate signed by any officer of the <br />Issuer and delivered to the Underwriter will be deemed to be <br />