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(C) or (D) of this Paragraph S;;iprovided that the County makes no representation or warrantv as to any approvals or filinas have been obtained or made or are reQUired under, the securities laws ,.~ .,.,., ~+~*o .i.i*h rPenart tn rhP A arPement a„rl the 199R Certificates or whether the Agreement (F) All ~~;;~'~~actions required bv the Lounry tsoara or Lommissioners necessary to fulfill in all material respects the terms and conditions of, and to carry out the transactions contemplated by, the Official Statement and this Purchase Contract ~have been taken and ~are in full force and effect. (G) The execution and delivery of the Official Statement and the execution, delivery and fulfillment of the terms and conditions of this Purchase Contract by the County, including the issuance, sale and delivery of the 1998 Certificates, do not and will not conflict with I or constitute a breach of, or a default under, any existing law (including, without limitation, the Constitution of the State of Oregon), any court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instniment to which the County is a party or is otherwise subject or bound. (H) The financial data of the County contained in the Official Statement fairly presents the receipts, disbursements, cash balances and financial condition of the County as of the dates and for the periods therein set forth, and such statements have been prepared in accordance with the format described in the Official Statement. (I) The 1998 Certificates conform to the descriptions thereof contained in the I Official Statement. (~ Except as disclosed in the Official Statement or otherwise in writing to the ~e~e~Underwriters before the date of this Purchase Contract, no litigation is pending (or, to I the knowledge of the County, threatened) against the County in any court (1) to restrain or enjoin the sale or delivery of the 1998 Certificates ~ ~ , •_•, +*~-~ ~'~~*:~~~*°~, or (2) in any manner questioning the authority of the County to make the Financing Payments pursuant to the Agreement * * * *''° "".°"_° "" ""'''°""~ "~ , , or (3) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the issuance of the execution and deliverv by the Countv of the A~reementGep~es, or (4) affecting the provisions made for the payment of the 1998 Financin~ Pavments or the pled~e of the Securitv nursuant to the A~reemente~-se^~~~~~~ro ~'~~~~, or (5) contesting in any way the completeness, accuracy or fairness of the Official Statement, or (6) which might in any material respect adversely affect the transactions contemplated herein; and the titles of any officials of the County to their respective offices are not being contested. (K) Any certificate or copy of any certificate signed by any official of the County and delivered to the Underwriters pursuant hereto or in connection herewith shall be deemed a representation by the County to the ~~e~e~Undervvriters as to the truth of the ~ statements therein made. -S- J-\KEI\Pru-Bache\Marion Counry\BPA.doc