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• (c) the audited financial report of the County for the year ended June 30, 2009,
<br />included in Appendix B to the Official Statement, presents fairly the financial position of the
<br />County for the period specified, and such financial report and statements have been prepared in
<br />conformity with generally accepted accounting principles consistently applied in all material
<br />respects, except as otherwise stated in the notes thereto;
<br />(d) other than as set forth in or contemplated by the Official Statement, since June 30,
<br />2009, there has been no material adverse change in the general affairs, financial position, results
<br />of operations or condition, financial or otherwise, of the County, and the County has not incurred
<br />liabilities that would materially affect the ability of the County to discharge its obligations under
<br />this Letter of Representation, the Deed of Trust and the Contract (collectively, the "County
<br />Documents"), direct or contingent;
<br />(e) the County has received and there remain currently in full force and effect, or will
<br />receive prior to the delivery of the Bonds, all consents, approvals, authorizations and orders of
<br />governmental or regulatory authorities that would constitute a condition precedent to, or the
<br />absence of which would materially adversely affect, the performance by the County of its
<br />obligations under the County Documents;
<br />(f) at a meeting of the Board of Commissioners of the County that was duly called
<br />and at which -a quorum was present and acting throughout, the Board of Commissioners of the
<br />County duly approved the execution and delivery by the County of the County Documents;
<br />• (g) the approval, execution and delivery of the County Documents by the County and
<br />compliance with the provisions thereof and hereof, under the circumstances contemplated
<br />thereby and hereby, do not and will not conflict with, constitute a breach of or default under, or
<br />result in the creation of a lien on any property of the County (except as contemplated therein)
<br />pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or
<br />other instrument to which the County is a party or by which the County is bound, or conflict with
<br />or violate any applicable law, administrative rule, regulation, judgment, court order or consent
<br />decree to which the County is subject;
<br />(h) to the best of its knowledge, after due. and reasonable investigation, there is no
<br />claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any
<br />court, governmental agency, or public board or body, pending or threatened (i) contesting the
<br />corporate existence or powers of the County or the titles of the off cers of the County to their
<br />respective offices, (11) seeking to prohibit, restrain or enjoin the collection of revenues by the
<br />County or the application of the proceeds of the Bonds wherein an unfavorable decision, ruling
<br />or finding would materially adversely affect the financial position of the County or the operation
<br />of its facilities or the validity or enforceability of the County Documents, (iii) contesting,
<br />questioning or affecting the validity of the County Documents, (iv) contesting in any way the
<br />completeness or accuracy of the Preliminary Official Statement or the Final Official Statement
<br />(nor, to the best knowledge of the County, is there any basis therefor), or (v) challenging the
<br />transactions contemplated by the County Documents or the Purchase Contract;
<br />• (i) the County is not in default on the payment of the principal of or interest on any
<br />indebtedness for borrowed money or under any instrument relating to such indebtedness and no
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