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federal securities laws as amended and then in effect; (2) the declaration of war or engagement in major hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; (3) the declaration of a general banking moratorium by federal, New York, or Oregon authorities, or the general suspension of trading on any national securities exchange; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the 1998 Certificates or obligations of the general character of the 1998 Certificates I or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or to the net capital requirements of, the Underwriters; I (5) the withdrawal or downgrading of any rating of the 1998 Certificates by a national rating agency; (6) any amendment to the federal or State of Oregon Constitution or action by any federal or State of Oregon court, legislative body, regulatory body or other authority materially adversely affecting the ta~c-exempt status of the County, its properiy, income, seci~rities (or interest thereon) or the validity or enforceability of this Purchase Contract, the 1998 Certificates I or the Resolution; (7) subsequent to the respective dates as of which information is given in the Official Statement, except as contemplated in the Official 5tatement, there shall have been any material change in the debt, any material decrease in assets or any other adverse material change in the financial position of the County; or (8) any event occurring, or information becoming known which, in the judgment of the i~~er~e~Underwriters, makes untrue in any material respect any statement or informationl contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which thev were made, not misleading. (D) At all times subsequent hereto up to and including the time of the Closing, the financial data of the County as contained in the Official Statement shall have fairly presented 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 shall have been prepared in accordance with the format described in the Official Statement; and, between the time of the acceptance hereof by the County and the time of the Closing, there shall not have been any material adverse change affecting the representations contained in Paragraph 5 hereof. (E) At or prior to the Closing, the i'^~~Underwriters shall have received ~ each of the following documents: -7- J:\KEI\Pru-Bache\Marion CounrylBPA.doc