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65 <br /> The execution and delivery of this Bond Purchase Agreement by the County shall <br /> constitute a representation by the County to the Underwriters that the representations, warranties <br /> and covenants contained in this Section 5 are true as of the date hereof, provided that no officer <br /> of the County shall be individually liable for the breach of any representation, warranty or <br /> covenant made by the County in this Section 5. <br /> (6) Closing. At 10:00 a.m., Eastern Time, on May_, 2019, or at such other time or <br /> date as the County and the Underwriters shall mutually agree upon (the "Closing Date"), the <br /> County shall (a) deliver or cause to be delivered, through the facility of The Depository Trust <br /> Company,New York,New York("DTC"), or at such place as the County and Underwriters shall <br /> mutually agree upon, for the account of the Underwriters, the Bonds duly executed by the <br /> County in fully registered form, bearing proper CUSIP numbers, and registered in the name of <br /> Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds; and (b) <br /> deliver or cause to be delivered, to the Representative at Charlotte, North Carolina, or at such <br /> other place as the County and Underwriters may mutually agree upon, the documents described <br /> in Section 7(d) hereof. Concurrently with the delivery of the Bonds and the documents <br /> mentioned in Section 7(d) hereof at the Closing, subject to the conditions contained herein, the <br /> Underwriters will accept such delivery and will pay the purchase price of the Bonds in the <br /> amount set forth in Section 1 hereof by wire transfer in immediately available funds to the <br /> Trustee for the account of the County. The Closing shall take place at the offices of the County. <br /> The Bonds shall be available for inspection by the Underwriters at least two business days prior <br /> to Closing. <br /> (7) Closing Conditions/Right to Cancel. The Underwriters enter into this Bond <br /> Purchase Agreement in reliance upon the County's representations and agreements herein and <br /> the performance by the County of its obligations hereunder, both as of the date hereof and as of <br /> the date of Closing. The Underwriters' obligations under this Bond Purchase Agreement are and <br /> shall be subject to the following additional conditions: <br /> (a) At the time of the Closing, the Approving Resolution, the Trust <br /> Agreement, and the Modified Deed of Trust shall be in full force and effect and none of the <br /> Approving Resolution, the Trust Agreement, the Modified Deed of Trust or the Official <br /> Statement shall have been amended, modified or supplemented, except as may have been <br /> approved in writing by the Underwriters, and the County shall have duly adopted, and there shall <br /> be in full force and effect, such other resolutions as, in the opinion of Bond Counsel, shall be <br /> necessary in connection with the transactions contemplated hereby. <br /> (b) The Bonds, as set forth in Section 7, shall be delivered to the Trustee to be <br /> held by the Trustee under DTC's FAST program. <br /> (c) The Underwriters shall have the right to cancel its obligation to purchase <br /> the Bonds at the time of Closing if any of the documents, certificates or opinions to be delivered <br /> to the Underwriters hereunder is not delivered at the time of Closing or if, between the date <br /> hereof and the time of Closing, one or more of the following occurs: <br /> (i) Legislation (whether or not yet introduced in Congress of the <br /> United States ("Congress")) shall be enacted or be actively considered for enactment by <br /> -9- <br />