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<br /> value of the outstanding stock of the corporation or the capital interests or profit
<br /> interests of the partnership, as applicable, if one entity is a corporation and the
<br /> other entity is a partnership (including direct ownership of the applicable stock or
<br /> interests by one entity of the other), and
<br /> iv. "sale date"means the date of execution of this Bond Purchase Agreement by all
<br /> parties.
<br /> (4) Official Statement. The County hereby ratifies and approves the Preliminary Official
<br /> Statement dated October [], 2019 (the "Preliminary Official Statement'), and consents to its
<br /> distribution and use by the Underwriters prior to the date hereof in connection with the public offering
<br /> and sale of the Bonds. The County confirms that the Preliminary Official Statement was "deemed final"
<br /> by the County as of its date for purposes of Rule 15c2-12 of the United States Securities and Exchange
<br /> Commission under the Securities Exchange Act of 1934 (the "Rule"). Upon acceptance of this offer, the
<br /> County shall prepare a final Official Statement and shall, within the earlier of seven (7) business days
<br /> following the date hereof or two business days prior to the Closing Date (as hereinafter defined), deliver
<br /> to the Underwriters printed copies of such final Official Statement(such final Official Statement, together
<br /> with any amendment or supplement thereto, being the "Official Statement') in sufficient quantity as may
<br /> reasonably be required by the Underwriters in order to comply with the Rule and any applicable rules of
<br /> the Municipal Securities Rulemaking Board (the "MSRB"). The County hereby authorizes and approves
<br /> the Official Statement and consents to the use and distribution of the Official Statement by the
<br /> Underwriters in connection with the public offering and sale of the Bonds. At the time of or prior to the
<br /> Closing, the Underwriters will file, or cause to be filed, the Official Statement with the MSRB. In
<br /> addition, the County hereby approves and authorizes the Underwriters to coordinate the printing of the
<br /> Official Statement and consents to the electronic distribution of the Official Statement.
<br /> (5) Representations of the County. The County hereby represents, warrants and covenants
<br /> that:
<br /> (a) The County is a political subdivision duly organized and validly existing under
<br /> the Constitution and laws of the State of North Carolina (the "State"), and is authorized pursuant to the
<br /> laws of the State,including the Act, and the Approving Resolution to issue the Bonds.
<br /> (b) The County has full legal right, power and authority to (i) adopt the Approving
<br /> Resolution, (ii) execute, deliver and perform its obligations under this Bond Purchase Agreement, the
<br /> Trust Agreement, the Bonds, and the Modified Deed of Trust; (iii) issue and deliver the Bonds to the
<br /> Underwriters as provided in this Bond Purchase Agreement; (iv) approve and authorize the distribution of
<br /> the Preliminary Official Statement and the Official Statement; and(v) carry out and consummate all other
<br /> transactions contemplated by this Bond Purchase Agreement, the Approving Resolution, the Trust
<br /> Agreement,the Bonds,the Modified Deed of Trust and the Official Statement.
<br /> (c) The Approving Resolution has been duly adopted by the County,and the County
<br /> has duly authorized all necessary action to be taken by the County for: (i)the offering, issuance, sale, and
<br /> delivery of the Bonds upon the terms set forth herein and in the Official Statement, (ii) the execution and
<br /> delivery by the County of the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Modified
<br /> Deed of Trust, and the performance of its obligations under the Bonds, this Bond Purchase Agreement,
<br /> the Trust Agreement, the Modified Deed of Trust and any and all such other agreements and documents
<br /> as may be required to be executed, delivered, and received by the County in order to carry out, give effect
<br /> to, and 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 agreements
<br /> -4-
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