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<br /> parties thereto other than the County, will constitute legal, valid and binding obligations of the
<br /> County (subject, as to the enforcement of remedies, to the valid exercise of judicial discretion,
<br /> the sovereign police powers of the State and constitutional powers of the United States of
<br /> America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other
<br /> similar laws affecting the rights of creditors generally and the exercise of judicial discretion in
<br /> accordance with general principles of equity).
<br /> (f) When delivered to and paid for by the Underwriters at the Closing, in
<br /> accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly
<br /> authorized, executed and delivered by the County and will constitute legal, valid and binding
<br /> special obligations of the County, enforceable in accordance with their terms (subject, as to the
<br /> enforcement of remedies, to the valid exercise of judicial discretion, the sovereign police powers
<br /> of the State and constitutional powers of the United States of America and to any valid
<br /> applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the
<br /> rights of creditors generally and the exercise of judicial discretion in accordance with general
<br /> principles of equity) and will be entitled to the benefits of, and secured as provided in, the Trust
<br /> Agreement.
<br /> (g) The County has complied, and will at the Closing be in compliance, in all
<br /> material respects, with the Approving Resolution, the Trust Agreement and the Act and all other
<br /> agreements relating to projects undertaken by the County or with respect to which the County
<br /> has assumed responsibility.
<br /> (h) There is no action, suit, proceeding, inquiry or investigation, at law or in
<br /> equity, before or by any court,public board or body, pending or, to the knowledge of the County,
<br /> threatened against or affecting the County (or, to the knowledge of the County, any meritorious
<br /> basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the County from
<br /> functioning or contesting or questioning the existence of the County or the titles of the present
<br /> officers of the County to their offices or (ii) wherein an unfavorable decision, ruling or finding
<br /> would(A) adversely affect the existence or powers of the County or the validity or enforceability
<br /> of the Bonds, the Approving Resolution, the Trust Agreement, this Bond Purchase Agreement,
<br /> the Modified Deed of Trust or any agreement or instrument to which the County is a party and
<br /> which is used or contemplated for use in the consummation of the transactions contemplated
<br /> hereby including, without limitation, the County Documents and the Official Statement; or
<br /> (B) materially adversely affect (1) the transactions contemplated by the County Documents or
<br /> the Official Statement, or (2) the exemption of the interest on the Bonds from federal or State
<br /> income taxation.
<br /> (i) The County's adoption of the Approving Resolution, its execution and
<br /> delivery of the County Documents and the Bonds, and compliance with the provisions thereof
<br /> and hereof, do not and will not conflict with or constitute, on the County's part, a violation of,
<br /> breach of or default under any material statute, existing law, administrative regulation, filing,
<br /> decree or order, state or federal, or any provision of the Constitution or laws of the State, or any
<br /> rule or regulation of the County, or any material indenture, mortgage, lease, deed of trust, note,
<br /> resolution, or other agreement or instrument to which the County, or its properties, are subject or
<br /> by which the County, or its properties, are or may be bound or, to the knowledge of the County,
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