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<br /> another),(ii)more than 50%common ownership of their capital interests or profits
<br /> interests, if both entities are partnerships (including direct ownership by one
<br /> partnership of another), or(iii)more than 50%common ownership of the value of
<br /> the outstanding stock of the corporation or the capital interests or profit interests
<br /> of the partnership, as applicable, if one entity is a corporation and the other entity
<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 June_, 2024 (the "Preliminary Official Statement"), and consents to its distribution and
<br /> use by the Underwriters prior to the date hereof in connection with the public offering and sale of the Bonds.
<br /> The County confirms that the Preliminary Official Statement was "deemed final" by the County as of its
<br /> date for purposes of Rule 15c2-12 of the United States Securities and Exchange Commission under the
<br /> Securities Exchange Act of 1934 (the "Rule"). Upon acceptance of this offer, the County shall prepare a
<br /> final Official Statement and shall,within the earlier of seven(7)business days following the date hereof or
<br /> 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
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