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knowledge, threatened, against or affecting the County <br /> challenging the validity or enforceability of this Contract <br /> and all other documents relating hereto and the performance of <br /> the County's obligations hereunder and thereunder, and <br /> compliance with the provisions hereof, under the circumstances <br /> contemplated hereby, does not and will not in any material <br /> respect conflict with, constitute on the part of the County a <br /> breach of or default under, or result in the creation of a <br /> lien on any property of the County (except for Permitted <br /> Encumbrances or as contemplated herein) , pursuant to any <br /> agreement or other instrument to which the County is a party, <br /> or any existing law, regulation, court order or consent decree <br /> to which the County is subject; <br /> (e) The obligation created by this Contract is not a <br /> "private activity bond" as defined in Section 141 of the Code; <br /> (f) The resolutions relating to the performance by the <br /> County of this Contract and the transactions contemplated <br /> hereby, substantially in the form of Exhibit D attached <br /> hereto, have been duly adopted, are in full force and effect, <br /> and have not been in any respect modified, revoked or <br /> rescinded. <br /> SECTION 8 . TAX COVENANTS AND REPRESENTATIONS <br /> The County covenants that it will not take any action, or fail <br /> to take any action, if any such action or failure to take action <br /> would adversely affect the exclusion from gross income of the <br /> interest portion of the obligation created by this Contract under <br /> Section 103 of the Code. The County will not directly or <br /> indirectly use or permit the use of any Financing Proceeds or any <br /> funds of the County, or take or omit to take any action that would <br /> cause the obligation created by this Contract to be an "arbitrage <br /> bond" within the meaning of Section 148 (a) of the Code. To that <br /> end, the County has executed the Tax Certificate and will comply <br /> with all requirements of Section 148 of the Code to the extent <br /> applicable to the obligation created by this Contract. <br /> Without limiting the generality of the foregoing, the County <br /> agrees that there shall be paid from time to time all amounts <br /> required to be rebated to the United States of America pursuant to <br /> Section 148 (f) of the Code and any temporary, proposed or final <br /> Treasury Regulations as may be applicable to the obligation created <br /> by this Contract from time to time. This covenant shall survive <br /> the payment in full of all obligations under this Contract. <br /> Notwithstanding any provision of this Section, if the County <br /> shall provide to the Lender an opinion of nationally recognized <br /> bond counsel to the effect that any action required under this <br /> Section is no longer required, or to the effect that some further <br /> 13 <br />