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5. Representations and Warranties of the Countv. The County represents and warrants to, and agrees with, the ~~~e~e~Undervv~-iters that: (A) It has, and at the time of the Closing will have, full legal right, power and authority (1) to enter into this Purchase Contract, the Agreement and the Mortgage and (2) to cause the Trustee to execute, ~ss~e, sell and deliver the 1998 Certificates to the ~~Underwriters as provided herein and in the Official Statement; and the Count~~ has, and at the time of the Closing will have, duly authorized and approved the execution and delivery of, and the performance of its obligations contained in this Purchase Contract, the Agreement and the Mortgage. (B) No additional authorization or approval is required for the execution and delivery of this Purchase Contract by the County and this Purchase Contract has been duly executed and delivered and constitutes a legal, valid and binding obligation of the County, enforceable in accordance with its terms, and no authorization or approval is required for the performance of its obligations hereunder except such authorizations or approvals as shall have been obtained at or prior to the Closing, copies of which are required to be delivered to the i~~i~e~Underwriters at the Closing pursuant to this Purchase Contractiprovided that the r..,,,,r~ ,,,akP~ nn ,-Pr,rPCentatinn or warrantv as to anv anprovals or _filin~s have been obtained the securities laws of the laws (C) The County has duly authorized and approved and executed the Official ~„r Statement. The County represents to the ~~Underwriters that it has deemed the I Preliminary Official Statement pursuant to Securities and Exchange Commission Rule 15c2-12(b) as final as of its date except for the omission of information dependent upon the pricing of the 1998 Certificates and the completion of this Purchase Contract, such as offering prices, interest I rates, selling compensation, redemption provisions, ratings, delivery dates, refunding terms, and other terms of the 1998 Certificates dependent on the foregoing matters. I (E) No consent or approval of, or registration or filing with, any federal, state or ~, other governmental commission, board, authority, regulatory body or instrumentality is or was required in connection with any of the actions of the County described in subparagraphs (A), (B), -Y' J~.\KEI\Pru-BacheUvlarion CountylBPA.doc , ~