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<br /> (iii) issue and deliver the Bonds to the Underwriters as provided in this Bond Purchase
<br /> Agreement; (iv) approve and authorize the distribution of the Preliminary Official
<br /> Statement and the Official Statement; and (v) carry out and consummate all other
<br /> transactions contemplated by this Bond Purchase Agreement, the Approving Resolution,
<br /> the Trust Agreement, the Bonds, the Modified Deed of Trust and the Official Statement.
<br /> (c) The Approving Resolution has been duly adopted by the County, and
<br /> the County has duly authorized all necessary action to be taken by the County for: (i) the
<br /> offering, issuance, sale, and delivery of the Bonds upon the terms set forth herein and in
<br /> the Official Statement, (ii) the execution and delivery by the County of the Bonds, this
<br /> Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust, and the
<br /> performance of its obligations under the Bonds, this Bond Purchase Agreement, the Trust
<br /> Agreement, the Modified Deed of Trust and any and all such other agreements and
<br /> documents as may be required to be executed, delivered, and received by the County in
<br /> order to carry out, give effect to, and consummate the transactions contemplated hereby
<br /> and by the Official Statement (the Bonds, this Bond Purchase Agreement, the Trust
<br /> Agreement, the Modified Deed of Trust and such other agreements and documents being
<br /> 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
<br /> of Commissioners of the County called and held pursuant to law and with all public notice
<br /> required by law and at which a quorum was present and acting throughout, and is in full
<br /> force and effect and has not been amended or repealed.
<br /> (e) This Bond Purchase Agreement, the Trust Agreement, the Modified
<br /> Deed of Trust and any other instrument or agreement to which the County is a parry in
<br /> connection with the consummation of the transactions contemplated by the foregoing
<br /> documents, when executed and delivered by the parties thereto, and assuming such
<br /> documents are enforceable against the parties thereto other than the County,will constitute
<br /> legal, valid and binding obligations of the County (subject, as to the enforcement of
<br /> remedies, to the valid exercise of judicial discretion, the sovereign police powers of the
<br /> State and constitutional powers of the United States of America and to any valid applicable
<br /> bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the
<br /> rights of creditors generally and the exercise of judicial discretion in accordance with
<br /> general principles of equity).
<br /> (f) When delivered to and paid for by the Underwriters at the Closing, in
<br /> accordance with the provisions of this Bond Purchase Agreement, the Bonds will have
<br /> been duly authorized, executed and delivered by the County and will constitute legal, valid
<br /> and binding special obligations of the County, enforceable in accordance with their terms
<br /> (subject, as to the enforcement of remedies, to the valid exercise of judicial discretion, the
<br /> sovereign police powers of the State and constitutional powers of the United States of
<br /> America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization
<br /> -6-
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