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(g) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other government authority pending or, to the knowledge of the Trustee, threatened against or affecting the Trustee which seeks to restrain or enjoin the execution and delivery of the Agreement or the 1998 Certificates or thel consumination of the transactions contemplated thereby or which challenges the validity of the Agreement or the 1998 Certificates. ~ (11) A certificate of R. S. Clements and Associates, LLC, (the "Financial Advisor") dated the date of the Closing to the effect that, based upon the Financial Advisor's assistance to the Authority with respect to the issuance of the 1998 Certificates, but without havingl undertaken to determine independently the accuracy, completeness or fairness of the contents of the Official Statement, nothing has come to the Financial Advisor's attention to lead him to believe that the Official Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (12) A continuing disclosure agreement in substantially the form attached as Appendix C- to the Preliminary Official Statement, signed by an Authorized County ~ ~ep~ese~eRepresentative. , ,:.t, nvc ~o~ nnn "^TTTwo counterpart originals of a transcript of all proceedings relating to the authorization, issuance, sale and delivery of the 1998 Certificates, certified by the Superintendent of the County; (~514) A rating of the 1998 Certificates from Mood 's of not less than " " and from Standard & Poor's of not less than " ".; (~15) Such additional legal opinions, certificates and other instruments and documents as the Underwriters may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of the Closing, of the representations and warranties contained herein and of the statements and information contained in the Official Statement and all amendments and supplements thereto and the due performance or satisfaction by the County at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the County. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions ~ hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriters. - 1 3- J~.\KEI\Pru-BacheUAarion County\BPA.doc (h) The information and statements set forth in the Official Statement under the