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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 /> (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 amended or repealed .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 the projects to be financed with the Bonds undertaken by the County or with respect to which the County
<br /> 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) (1) 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) materially adversely affect the existence or powers of
<br /> the County or adversely affect the validity or enforceability of the Bonds , the Approving Resolution, the
<br /> Trust Agreement, this Bond Purchase Agreement, the Modified Deed of Trust or any agreement or
<br /> instrument to which the County is a party and which is used or contemplated for use in the consummation
<br /> of the transactions contemplated hereby including, without limitation, the County Documents and the
<br /> Official Statement; or (B ) materially adversely affect ( 1 ) the transactions contemplated by the County
<br /> Documents or the Official Statement, or (2) the exemption of the interest on the 2024A Bonds from federal
<br /> 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
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