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(d) to the accuracy of the representations and warranties of the County in the Letter of • <br />Representation as of the date hereof and as of the time of the Closing; and <br />(e) to the following conditions, including the delivery by the County of such <br />documents as are enumerated herein in form and substance satisfactory to the Underwriter and <br />Robinson, Bradshaw & Hinson, P.A., its counsel: <br />(i) At the time of Closing; <br />(1) the Final Official Statement, this Purchase Contract, the Contract, <br />the Deed of Trust and the Trust Agreement are in full force and effect and have <br />not been amended, modified or supplemented from the date hereof except as may <br />have been agreed to in writing by the Underwriter; <br />(2) the proceeds of the sale of each series of Bonds are deposited and <br />applied as described in the Final Official Statement; and <br />(3) the County has duly adopted and there are in full force and effect <br />such resolutions as, in the opinion of Bond Counsel, shall be necessary in <br />connection with the transactions contemplated hereby. <br />(ii) Receipt of the Bonds, the Contract, the Deed of Trust and the Trust <br />Agreement at or before the Closing. The terms of the Bonds, as delivered, shall in all <br />instances be as described in the Final Official Statement. The terms of the Contract, as • <br />delivered, shall, among other things, specify the County's and any other obligated <br />person's undertaking to provide continuing disclosure in accordance with the Rule and <br />Section 2(n) of the Letter of Representation. <br />(iii) At or prior to the Closing, the Underwriter shall receive copies of the <br />following documents: <br />(1) Final approving opinion of Bond Counsel dated the Closing Date, <br />in substantially the form set forth in Appendix D to the Official Statement. <br />(2} Opinion of Bond Counsel addressed to the Underwriter and dated <br />the Closing Date, in substantially the form attached hereto as Exhibit B. <br />(3) An opinion of the County Attorney, dated the Closing Date, <br />addressed to the Underwriter, in substantially the form attached hereto as Exhibit <br />C. <br />(4) An opinion of counsel to the Company, dated the Closing Date, <br />addressed to the Underwriter, in substantially the form attached hereto as <br />Exhibit D. <br />(5) Opinion of Robinson, Bradshaw & Hinson, P.A., counsel to the <br />Underwriter, dated the Closing Date, addressed to the Underwriter, in form • <br />satisfactory to the Underwriter. <br />8 <br />3025651v2 15249.00084 <br />