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order to carry out,give effect to,and consummate the transactions contemplated hereby and by the Official
<br /> Statement (the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Escrow Agreement, the
<br /> Deed of Trust and such other agreements and documents being collectively referred to herein as the"County
<br /> Documents"),and(iii)the 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 amended or repealed.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 Escrow Agreement,the
<br /> Deed of 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 delivered
<br /> by the parties thereto, and assuming such documents are enforceable against the parties thereto other than
<br /> the County,will constitute legal,valid and binding obligations of the County(subject,as to the enforcement
<br /> of remedies, to the valid exercise of judicial discretion, the sovereign police powers of the State and
<br /> constitutional powers of the United States of America and to any valid applicable bankruptcy, insolvency,
<br /> moratorium,reorganization or other similar laws affecting the rights of creditors generally and the exercise
<br /> 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, 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 Escrow Agreement, the Deed of Trust or any agreement or instrument to which
<br /> the County is a party and which is used or contemplated for use in the consummation of the transactions
<br /> contemplated hereby including, without limitation, the County Documents and the Official Statement; or
<br /> (B)materially adversely affect(1)the transactions contemplated by the County Documents or the Official
<br /> Statement, or(2)the exemption of the interest on the 2021A 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
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