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110 <br /> is a partnership (including direct ownership of the applicable stock or interests by <br /> 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 April L], 2020 (the "Preliminary Official Statement"), and consents to its distribution <br /> and use by the Underwriters prior to the date hereof in connection with the public offering and sale of the <br /> Bonds. The County confirms that the Preliminary Official Statement was"deemed final"by the County as <br /> of its date for purposes of Rule 15c2-12 of the United States Securities and Exchange Commission under <br /> the Securities Exchange Act of 1934(the"Rule"). Upon acceptance of this offer,the County shall prepare <br /> a final Official Statement and shall, within the earlier of seven(7)business days following the date hereof <br /> or two business days prior to the Closing Date(as hereinafter defined), deliver to the Underwriters printed <br /> copies of such final Official Statement (such final Official Statement, together with any amendment or <br /> supplement thereto,being the"Official Statement")in sufficient quantity as may reasonably be required by <br /> the Underwriters in order to comply with the Rule and any applicable rules of the Municipal Securities <br /> Rulemaking Board(the"MSRB"). The County hereby authorizes and approves the Official Statement and <br /> consents to the use and distribution of the Official Statement by the Underwriters in connection with the <br /> public offering and sale of the Bonds. At the time of or prior to the Closing,the Underwriters will file, or <br /> cause to be filed, the Official Statement with the MSRB. In addition, the County hereby approves and <br /> authorizes the Underwriters to coordinate the printing of the Official Statement and consents to the <br /> 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 the <br /> Constitution and laws of the State of North Carolina(the"State"), and is authorized pursuant to the laws of <br /> 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 Trust <br /> Agreement,the Bonds,and the Modified Deed of Trust;(iii)issue and deliver the Bonds to the Underwriters <br /> as provided in this Bond Purchase Agreement;(iv)approve and authorize the distribution of the Preliminary <br /> Official Statement and the Official Statement; and (v) carry out and consummate all other transactions <br /> contemplated by this Bond Purchase Agreement, the Approving Resolution, the Trust Agreement, the <br /> 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,the <br /> Trust Agreement,the Modified Deed of Trust and any and all such other agreements and documents as may <br /> be required to be 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 Bond <br /> Purchase Agreement, the Trust Agreement, the Modified Deed of Trust and such other agreements and <br /> documents being collectively referred to herein as the"County Documents"), and(iii)the authorization of <br /> the use and distribution of the Official Statement. <br /> -4- <br />