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( 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
<br /> 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 /> ( 0 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.
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