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(s) Between the date hereof and the Closing, the County shall not, without the prior
<br /> written consent of the Underwriters , offer or issue in any material amount any bonds , notes or other
<br /> obligations for borrowed money, or incur any material liabilities , direct or contingent, except in the course
<br /> of normal business operations of the County or except for such borrowings as may be described in or
<br /> contemplated by the Official Statement .
<br /> (t) Except as described in the Official Statement, during the last five years , the County
<br /> has not failed to materially comply with any previous undertaking relating to continuing disclosure of
<br /> information pursuant to Rule 15c2 - 12 .
<br /> The execution and delivery of this Bond Purchase Agreement by the County shall
<br /> constitute a representation by the County to the Underwriters that the representations , warranties and
<br /> covenants contained in this Section 5 are true as of the date hereof; provided that no officer of the County
<br /> shall be individually liable for the breach of any representation , warranty or covenant made by the County
<br /> in this Section 5 .
<br /> (6) Closing . At 10 : 00 a . m . , Eastern Time, on June 17 , 2025 , or at such other time or date as
<br /> the County and the Underwriters shall mutually agree upon (the "Closing Date") , the County shall (a)
<br /> deliver or cause to be delivered, through the custody of The Depository Trust Company, New York , New
<br /> York ("DTC") , or at such place as the County and Underwriters shall mutually agree upon, for the account
<br /> of the Underwriters , the Bonds duly executed by the County in fully registered form, bearing proper CUSIP
<br /> numbers , and 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 Winston- Salem,
<br /> North Carolina, or at such other place as the County and Underwriters may mutually agree upon, the
<br /> documents described in Section 7 (d) hereof. Concurrently with the delivery of the Bonds and the documents
<br /> mentioned in Section 7(d) hereof at the Closing, subject to the conditions contained herein, the Underwriters
<br /> will accept such 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 County . The
<br /> Closing shall take place at the offices of the County. The Bonds shall be available for inspection by the
<br /> Underwriters at least two business days prior to Closing.
<br /> (7) Closing Conditions/Right to Cancel . The Underwriters enter into this Bond Purchase
<br /> Agreement in reliance upon the County ' s representations and agreements herein and the performance by
<br /> the County of its obligations hereunder, both as of the date hereof and as of the date of Closing. The
<br /> Underwriters ' obligations under this Bond Purchase Agreement are and shall be subject to the following
<br /> additional conditions :
<br /> (a) At the time of the Closing, the Approving Resolution , the Trust Agreement, and
<br /> the Modified Deed of Trust shall be in full force and effect and none of the Approving Resolution, the Trust
<br /> Agreement, the Modified Deed of Trust or the Official Statement shall have been amended, modified or
<br /> supplemented, except as may have been approved in writing by the Underwriters , and the County shall have
<br /> duly adopted , and there shall be in full force and effect, such other resolutions as , in the opinion of Bond
<br /> Counsel , 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 to be held by
<br /> the Trustee under DTC ' s FAST program .
<br /> (c) The Underwriters shall have the right to cancel their obligation to purchase the
<br /> Bonds at the time of Closing if any of the documents , certificates or opinions to be delivered to the
<br /> Underwriters hereunder is not delivered at the time of Closing or if, between the date hereof and the time
<br /> of Closing, one or more of the following occurs :
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