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necessary to make the statements made therein, in the light of the circumstances under
<br />«~hich they «~•ere made, not misleading;
<br />(c) the audited financial reports of the County for the fiscal year ended
<br />June 30, 2005, included in appendix a to the Official Statement, present fairly the
<br />financial position of the County for the periods specified, and such financial reports and
<br />statements have been prepared in conformity with generally accepted accounting
<br />principles consistently applied in all material respects to the periods involved, except as
<br />otherwise stated in the notes thereto;
<br />(d) other than as set forth in or contemplated by the Official Statement, since
<br />June 30, 2005, there has been no material adverse change in the general affairs, financial
<br />position, results of operations or condition, financial or otherwise, of the County, and the
<br />County has not incurred liabilities that would materially affect the ability of the County to
<br />discharge its obligations under this Letter of Representation, the Deed of Trust, the Lease,
<br />the agency Agreement and the Financing Contract (collectively, the "bounty
<br />Documents"), direct or contingent;
<br />(e) the County has received and there remain currently in full force and effect,
<br />or will receive prior to the delivery of the 200ba Certificates, all consents, approvals,
<br />authorizations and orders of governmental or regulatory authorities that would constitute
<br />a condition precedent to, or the absence of which would materially adversely affect, the
<br />performance by the County of its obligations under the County Documents;
<br />(f) at a meeting of the Board of Commissioners of the County that ~~•as duly
<br />called and at which a quorum teas present and acting throughout, the Board of
<br />Commissioners duly approved the execution and delivery by the County of the County
<br />Documents;
<br />(g) the approval, execution and delivery of the County Documents by the
<br />County and compliance with the provisions thereof and hereof, under the circumstances
<br />contemplated thereby and hereby, do not and will not conflict with, constitute a breach of
<br />or default under, or result in the creation of a lien on any property of the County (except
<br />as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of
<br />trust, mortgage, agreement or other instrument to which the County is a party or by which
<br />the County is bound, or conflict «~•ith or violate any applicable law, administrative rule,
<br />regulation, judgment, court order or consent decree to which the County is subject;
<br />(h) to the best of its knowledge, after due and reasonable investigation, there
<br />is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before
<br />or by any court, governmental agency, or public board or body, pending or threatened
<br />(i) contesting the corporate existence or powers of the County or the titles of the officers
<br />of the County to their respective ot~ices, (ii} seeking to prohibit, restrain or enjoin the
<br />collection of revenues by the County or the application of the proceeds of the 20Uba
<br />Certificates wherein an unfavorable decision, ruling or finding would materially
<br />adversely affect the financial position of the County or the operation of its facilities or the
<br />validity or enforceability of the County Documents, (iii) contesting, questioning or
<br />C-883838v3 13361.00022 ~_~
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