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136 <br /> The execution and delivery of this Bond Purchase Agreement by the County <br /> shall constitute a representation by the County to the Underwriters that the representations, <br /> warranties and covenants contained in this Section 5 are true as of the date hereof;provided <br /> that no officer of the County shall be individually liable for the breach of any <br /> representation, warranty or covenant made by the County in this Section 5. <br /> (6) Closing. At 10:00 a.m., Eastern Time, on June _, 2025, or at such other <br /> time or date as the County and the Underwriters shall mutually agree upon (the "Closing <br /> Date"), the County shall (a) deliver or cause to be delivered, through the custody of The <br /> Depository Trust Company,New York,New York("DTC"), or at such place as the County <br /> and Underwriters shall mutually agree upon, for the account of the Underwriters,the Bonds <br /> duly executed by the County in fully registered form, bearing proper CUSIP numbers, and <br /> registered in the name of Cede & Co., as nominee of DTC, which will act as securities <br /> depository for the Bonds; and (b) deliver or cause to be delivered, to the Underwriters at <br /> Winston-Salem, North Carolina, or at such other place as the County and Underwriters <br /> may mutually agree upon, the documents described in Section 7(d) hereof. Concurrently <br /> with the delivery of the Bonds and the documents mentioned in Section 7(d) hereof at the <br /> Closing, subject to the conditions contained herein, the Underwriters will accept such <br /> delivery and will pay the purchase price of the Bonds in the amount set forth in Section 1 <br /> hereof by wire transfer in immediately available funds to the Trustee for the account of the <br /> County. The Closing shall take place at the offices of the County. The Bonds shall be <br /> available for inspection by the Underwriters at least two business days prior to Closing. <br /> (7) Closing Conditions/Right to Cancel. The Underwriters enter into this Bond <br /> Purchase Agreement in reliance upon the County's representations and agreements herein <br /> and the performance by the County of its obligations hereunder, both as of the date hereof <br /> and as of the date of Closing. The Underwriters' obligations under this Bond Purchase <br /> Agreement are and shall be subject to the following additional conditions: <br /> (a) At the time of the Closing, the Approving Resolution, the Trust <br /> Agreement, and the Modified Deed of Trust shall be in full force and effect and none of <br /> the Approving Resolution,the Trust Agreement,the Modified Deed of Trust or the Official <br /> Statement shall have been amended, modified or supplemented, except as may have been <br /> approved in writing by the Underwriters, and the County shall have duly adopted, and there <br /> shall be in full force and effect, such other resolutions as, in the opinion of Bond Counsel, <br /> shall be necessary in connection with the transactions contemplated hereby. <br /> (b) The Bonds, as set forth in Section 6, shall be delivered to the Trustee <br /> to be held by the Trustee under DTC's FAST program. <br /> (c) The Underwriters shall have the right to cancel its obligation to <br /> purchase the Bonds at the time of Closing if any of the documents, certificates or opinions <br /> to be delivered to the Underwriters hereunder is not delivered at the time of Closing or if, <br /> between the date hereof and the time of Closing, one or more of the following occurs: <br /> -10- <br />