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28 <br /> 11.13 Consent and Signatures. <br /> Wherever the consent or approval of a party is required under the terms of this <br /> Agreement, the party whose consent or approval is required shall not unreasonably withhold, <br /> condition or delay such consent or approval. Each party hereto consents to the use of electronic <br /> signatures. This Agreement together with any amendments or modifications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the consent of the parties to <br /> utilize electronic signatures and the intent of the parties to comply with Article 11A and Article <br /> 40 of North Carolina General Statute Chapter 66 <br /> 11.14 Certain Representations and Warranties. <br /> (a) The County represents and warrants to PFPC the following: (i) all required <br /> approvals have been obtained, and the County has full legal right, power and authority to enter <br /> into and perform its obligations hereunder, and(ii) this Agreement has been duly executed and <br /> delivered by the County and constitutes a valid and binding obligation of the County, <br /> enforceable in accordance with its terms, except as such enforceability may be limited by <br /> bankruptcy, insolvency, reorganization or similar laws affecting creditors'rights generally or by <br /> general equitable principles. <br /> (b) PFPC represents and warrants to the County the following: (i) all required <br /> approvals have been obtained, and PFPC has full legal right,power and authority to enter into <br /> and perform its obligations hereunder, and(ii) this Agreement has been duly executed and <br /> delivered by PFPC and constitutes a valid and binding obligation of PFPC, enforceable in <br /> accordance with its terms, except as such enforceability may be limited by bankruptcy, <br /> insolvency, reorganization or similar laws affecting creditors' rights generally or by general <br /> equitable principles. <br /> 11.15 Governing Law: Consent to Venue and Jurisdiction. <br /> This Agreement will be governed by and construed in accordance with the internal laws <br /> of the State of North Carolina, without giving effect to otherwise applicable principles of <br /> conflicts of law. The parties hereby expressly agree that this Agreement is made and is to be <br /> performed solely in Orange County,North Carolina, and hereby consent to the subject matter <br /> and personal jurisdiction of the North Carolina state courts sitting in Orange County,North <br /> Carolina and to venue in Orange County,North Carolina. <br /> SIGNATURES ARE ON THE FOLLOWING PAGE. <br /> 18 <br />