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138 <br /> fairly the financial position of the County as of the date indicated therein and the results of its <br /> operations for the period specified therein and the financial statements from which such information <br /> was derived have been prepared in accordance with applicable law with respect to the period <br /> involved; (D) since June 30, 2025,there has not been any material adverse change in the financial <br /> condition of the County taken as a whole or no increase in the County's indebtedness for borrowed <br /> money, other than as disclosed in the Official Statement or otherwise disclosed in writing to the <br /> Underwriters;(E)the information contained in the Official Statement as of the Closing Date is true <br /> and correct in all material respects and did not and does not contain any untrue or misleading <br /> statement of a material fact or omit to state any material fact necessary to make the statements <br /> therein, in the light of the circumstances under which they were made,not misleading; and(F)the <br /> County has complied with all agreements and satisfied all the conditions on its part required to be <br /> performed or satisfied at or prior to the Closing,other than those specified hereunder that have been <br /> waived by the Underwriters; <br /> (vi) A photocopy of the Official Statement; <br /> (vii) One counterpart original of a transcript of all proceedings taken by the <br /> County relating to the authorization and issuance of the Bonds; <br /> (viii) Specimen Bonds; <br /> (ix) A certificate, dated the date of the Closing, of the duly authorized <br /> representative(s)or officer(s)of the County,with a copy of the Approving Resolution attached,to <br /> the effect that the Approving Resolution has been duly adopted and remains in full force and effect; <br /> (x) A certificate, dated on or before the closing date, evidencing the property <br /> insurance required by the Trust Agreement; <br /> (xi) A pro forma title insurance policy or other evidence of title insurance <br /> satisfactory to the Underwriters issued by Investors Title Insurance Company,relating to the Deed <br /> of Trust and naming the Trustee as a beneficiary; <br /> (xii) Federal tax form 8038-G prepared with respect to the Bonds and ready for <br /> filing; <br /> (xiii) A tax certificate of the County in form and content reasonably satisfactory <br /> to the Underwriters; <br /> (xiv) Evidence that Moody's, S&P and Fitch have issued ratings for the Bonds <br /> of not less than"[_],""[ ]"and"[_]",respectively; and <br /> (xv) Such additional legal opinions, certificates, proceedings, instruments and <br /> other documents, as the Underwriters or legal counsel to the Underwriters may reasonably request <br /> to evidence compliance by the County with legal requirements relating to the issuance of the Bonds, <br /> the truth and accuracy,as of the date of Closing,of all representations contained herein and the due <br /> performance or satisfaction by the County at or prior to the date of Closing of all agreements then <br /> to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase <br /> Agreement and the Trust Agreement. <br /> If the County shall be unable to satisfy the conditions to the obligations of the Underwriters <br /> contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated <br /> -10- <br />