Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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Contract will be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, in the reasonable judgment of the Undet-~vriters and counsel to the Underwriters, they are satisfactory in form and substance. The Undei-~~•riters hereby expressly reserve the right to «~aive any of the conditions to their obligations contained in this Purchase Contract. 8. Mutual Perfor•tnance. The obligations of the Company under this Purchase Contract are subject to the performance by the Underwriters of their obligations under this Purchase Contract. 9. Continuation of Obligations. All representations, warranties and agreements of the Company shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Under-writers, and shall survive the Closing. The obligations of the Company under Section 10 shall survive any termination of this Purchase Contract by the Underwriters pursuant to the terms hereof. 10. Expenses. The Company «~ill use all reasonable efforts to cause the County to pay, but only from the proceeds of the 2006A Certificates or moneys made available pursuant to the Trust Agreement, all expenses incident to the performance of its obligations under this Purchase Contract, including, but not limited to, mailing or delivery of the 2006A Certificates, costs of printing the 2006A Certificates, the Preliminary Official Statement and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or the Final Official Statement and this Purchase Contract, the cost of preparation (including printing, copying and distribution) of the Financing Contract, the Deed of Trust and Trust Agreement, fees and disbursements of Special Counsel, fees and disbursements of UndeY-~~vriters' counsel, fees and disbursements of County's counsel, fees and disbursements of Trustee's counsel, fees and disbursements of the Company's counsel, fees and expenses of the County's accountants, any fees charged by investment rating agencies for the rating of the 2006A Certificates, fees of the Local Government Commission and the North Carolina Municipal Council, fees of the Trustee and any paying agent fees and additional miscellaneous fees and costs incurred in connection with and related to the transaction. The Underwriters shall pay all advertising expenses and blue sky expenses in connection with the public offering of the 2006A Certificates and all other expenses incurred by the Underwriters in connection with their public offering and distribution of the 200&A Certificates, including the CUSIP Service Bureau service charge for the assignment of CUSIP numbers for the 2006A Certificates, but excluding fees and disbursements of Underwriters' counsel. The Company shall not be liable for payment of any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements ~~~hich are charged or shall arise as a result of the delivery of the 2006A Certificates. 1 1. Notices. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to Orange County, Orange County Office Building, 208 South Cameron Street, Hillsborough, North Carolina 27278, Attention: Director, Finance. Any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Banc of America Securities LLC, 214 North Tryon Street, Charlotte, North Carolina 28255, Attention: Mr. Robert Hobson. Any notice or other communication to be given to the Company C-883838v3 13361.00022 1 2