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(L) Subsequent to the respective dates as of which information is given in the
<br />~ Official Statement, up to and including the date hereof, there has been no material change in the
<br />financial position, results of operations or conditions, financial or otherwise, of the County, except
<br />as described in the Official Statement.
<br />(M) The County is not in material breach of or in default under any applicable
<br />law or administrative rule or regulation of the State of Oregon, the United States, or of any
<br />department, division, agency or instnimentality of either thereof, or any applicable court or
<br />administrative decree or order, or any loan agreement, note, ordinance, resolution, indenture,
<br />contract, agreement or other instrument to which the County is a party or is otherwise subject or
<br />bound which in any material way affects the issuance of the 1998 Certificates or the validity I
<br />thereof, the validity or adoption of the Resolution, the Agreement or the Mortgage, or the execution
<br />and delivery of the 1998 Certificates, this Purchase Contract, or the other instruments contemplatedl
<br />by any of such documents to which the County is a party, and compliance with the provisions of
<br />each thereof will not, to the best knowledge of any official of the County, conflict with or constitute
<br />a material breach of or default under any applicable law or administrative rule or regulation of the
<br />State of Oregon, the United States, or of any department, division, agency or instrumentality of
<br />either thereof, or any applicable court or administrative decree or order, or any loan agreement,
<br />note, ordinance, resolution, indenture, contract, agreement or other instrument to which the County
<br />is a party or is otherwise subject or bound.
<br />(N) The 1998 Certificates, Resolution, the Agreement and the Mortgage
<br />conform to the descriptions thereof contained in the Official Statement, and the 1998 Certificates,
<br />when delivered bv the Trustee in accordance with the Resolution and the Agreement and paid for
<br />by the Underwriters on the date of the Closing as provided herein, will be =•~'~a~~~
<br />ntitled to all the benefits and security of the Agreement.
<br />(O) The Preliminary Official Statement (except as changed by the Official
<br />Statement) and the Official Statement, are, and (as supplemented with the written approval of the
<br />Underwriters, if the Official Statement shall have been supplemented) will be, as of the date of the I
<br />Closing, true, correct and complete in all material respects and do not, and will not as of the date of
<br />the Closing, contain any untrue statement of a material fact or omit to state a material fact required
<br />to be stated therein or necessary to make the statements therein, in light of the circumstances under
<br />which they were made, not misleading.
<br />(P) The County will furnish such information, execute such instruments and
<br />take such other actions in cooperation with the ~~~~Underwriters as the I
<br />~ri~Underwriters may reasonably request to qualify the 1998 Certificates for offer and sale
<br />under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of
<br />the United States as the ~erw~e~Underwriters may designate, provided that in connection I
<br />therewith the County shall not be required to file a general consent to service of process in any
<br />jurisdiction.
<br />and Warranties of
<br />~ ~) The
<br />lau~c nf thP
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