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

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7. Canditians to obligations af- the Undef°wyiters. The obligation of the Under«n-iters to purchase the 2006A Certificates is subject: (a) to the performance by the Company of its obligations to be performed hereunder at and before the Closing; (b) to the performance by the County of its obligations to be performed under the Letter of Representation at and prior to the Closing; (c) to the accuracy of the representations and ~~~an-anties of the Company herein as of the date hereof and as of the time of the Closing; (d) to the accuracy of the representations and warranties of the County in the Letter of Representation as of the date hereof and as of the time of the Closing; and (e) to the following conditions, including the delivery by the County of such documents as are enumerated herein in form and substance satisfactory to Robinson, Bradshaw & Hinson, P. A., counsel to the L7ndei-~~~•riters: (i) At the time of Closing; (1) the Final Official Statement, this Purchase Contract, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Trust Agreement are in full force and effect and have not been amended, modified or supplemented fi-om the date hereof except as may have been agreed to in writing by the Under~rriters; (2) the proceeds of the sale of the 2006A Certificates are deposited and applied as described in the Final Official Statement; and (3) the County has duly adopted and there are in full force and effect such resolutions as, in the opinion of Special Counsel, shall be necessary in connection with the transactions contemplated hereby. (ii) Receipt of the 2UQ6A Certificates, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Trust Agreement at or before the Closing. The terms of the 2006A Certificates, as delivered, shall in all instances be as described in the Final Official Statement. The terms of the Financing Contract, as delivered, shall, among other things, specify the County's and any other obligated person's undertaking to provide continuing disclosure in accordance with the Rule and Section 2(n) of the Letter of Representation. (iii) At or prior to the Closing, the Underwriters shall receive copies of the following documents: (1) Final approving opinion of Special Counsel dated the Closing Date, in substantially the form set forth in Appendix C to the OtTicial Statement. C-883838v3 13361.00022 ry