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 amended or repealed.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