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<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 amended or repealed.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 Trust
<br /> and any other instrument or agreement to which the County is a party in connection with the consummation
<br /> of the transactions contemplated by the foregoing documents, when executed and delivered by the parties
<br /> thereto, and assuming such documents are enforceable against the parties thereto other than the County,
<br /> will constitute legal,valid and binding obligations of the County(subject,as to the enforcement of remedies,
<br /> to the valid exercise of judicial discretion, the sovereign police powers of the State and constitutional
<br /> powers of 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).
<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, executed
<br /> and delivered by the County and will constitute legal,valid and binding special obligations of the County,
<br /> enforceable in accordance with their terms(subject,as to the enforcement of remedies,to the valid exercise
<br /> of judicial discretion,the sovereign police powers of the State and constitutional powers of the United States
<br /> of America and to any valid applicable bankruptcy,insolvency,moratorium,reorganization or other similar
<br /> laws affecting the rights of creditors generally and the exercise of judicial discretion in accordance with
<br /> general 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 material
<br /> respects,with the Approving Resolution,the Trust Agreement and the Act and all other agreements relating
<br /> to projects undertaken by the County or with respect to which the County has 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 against
<br /> or affecting the County(or, to the knowledge of the County, any meritorious basis therefor) (i) attempting
<br /> to limit, enjoin or otherwise restrict or prevent the County from functioning or contesting or questioning
<br /> the existence of the County or the titles of the present officers of the County to their offices or(ii)wherein
<br /> an unfavorable decision,ruling or finding would(A) adversely affect the existence or powers of the County
<br /> or the validity or enforceability of the Bonds, the Approving Resolution, the Trust Agreement, this Bond
<br /> Purchase Agreement,the Modified Deed of Trust or any agreement or instrument to which the County is a
<br /> party and 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(B)materially
<br /> adversely affect(1)the transactions contemplated by the County Documents or the Official Statement, or
<br /> (2)the exemption of the interest on the Bonds from federal or State income taxation.
<br /> (i) The County's adoption of the Approving Resolution,its execution and delivery of
<br /> the County Documents and the Bonds, and compliance with the provisions thereof and hereof, do not and
<br /> 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
<br /> provision of the Constitution or laws of the State, or any rule or regulation of the County, or any material
<br /> indenture, mortgage, lease, deed of trust, note, resolution, or other agreement or instrument to which the
<br /> County, or its properties, are subject or by which the County, or its properties, are or may be bound or, to
<br /> the knowledge of the County, any order, rule or regulation of any regulatory body or court having
<br /> jurisdiction over the County or its activities or properties.
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