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61 <br /> Municipal Securities Rulemaking Board (the "MSRB"). The County hereby authorizes and <br /> approves the Official Statement and consents to the use and distribution of the Official Statement <br /> by the Underwriters in connection with the public offering and sale of the Bonds. At the time of <br /> or prior to the Closing, the Underwriters will file, or cause to be filed, the Official Statement with <br /> the MSRB. In addition, the County hereby approves and authorizes the Underwriters to <br /> coordinate the printing of the Official Statement and consents to the electronic distribution of the <br /> Official Statement. <br /> (5) Representations of the County. The County hereby represents, warrants and <br /> covenants that: <br /> (a) The County is a political subdivision duly organized and validly existing <br /> under the Constitution and laws of the State of North Carolina (the "State"), and is authorized <br /> pursuant to the laws of the State, including the Act, and the Approving Resolution to issue the <br /> Bonds. <br /> (b) The County has full legal right, power and authority to (i) adopt the <br /> Approving Resolution, (ii) execute, deliver and perform its obligations under this Bond Purchase <br /> Agreement, the Trust Agreement, the Bonds, and the Modified Deed of Trust; (iii) issue and <br /> deliver the Bonds to the Underwriters as provided in this Bond Purchase Agreement; (iv) <br /> approve and authorize the distribution of the Preliminary Official Statement and the Official <br /> Statement; and (v) carry out and consummate all other transactions contemplated by this Bond <br /> Purchase Agreement, the Trust Agreement, the Bonds, the Modified Deed of Trust and the <br /> Official Statement. <br /> (c) The Approving Resolution has been duly adopted by the County, and the <br /> County has duly authorized all necessary action to be taken by the County for: (i) the offering, <br /> issuance, sale, and delivery of the Bonds upon the terms set forth herein and in the Official <br /> Statement, (ii) the execution and delivery by the County of the Bonds, this Bond Purchase <br /> Agreement, the Trust Agreement, the Modified Deed of Trust, and the performance of its <br /> obligations under the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Modified <br /> Deed of Trust and any and all such other agreements and documents as may be required to be <br /> executed, delivered, and received by the County in order to carry out, give effect to, and <br /> consummate the transactions contemplated hereby and by the Official Statement (the Bonds, this <br /> Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust and such other <br /> agreements and documents being collectively referred to herein as the "County Documents"), <br /> and(iii) the authorization of the use and distribution of the Official Statement. <br /> (d) The Approving Resolution was duly adopted at a meeting of the Board of <br /> Commissioners of the County called and held pursuant to law and with all public notice required <br /> by law and at which a quorum was present and acting throughout, and is in full force and effect <br /> and has not been amended or repealed. <br /> (e) This Bond Purchase Agreement, the Trust Agreement, the Modified Deed <br /> of Trust and any other instrument or agreement to which the County is a party in connection with <br /> the consummation of the transactions contemplated by the foregoing documents, when executed <br /> and delivered by the parties thereto, and assuming such documents are enforceable against the <br /> -5- <br />