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134 <br /> or instrument under and subject to which any indebtedness for borrowed money has been incurred which <br /> default would affect materially and adversely the transactions contemplated by any of the County <br /> Documents. No event has occurred or is continuing under the provisions of any such document or <br /> instrument that,with the lapse of time or the giving of notice, or both,would constitute an event of default <br /> thereunder, which event of default would affect adversely the transactions contemplated by any of the <br /> County Documents. <br /> (k) The County is not in material breach of or in default under the Approving <br /> Resolution, any applicable law or administrative regulation of the State or the United States, or any <br /> applicable judgment or decree, or any loan agreement,note,resolution or other agreement or instrument to <br /> which the County is a party or is otherwise subject, which breach or default would in any way materially <br /> adversely affect the authorization or issuance of the Bonds and the transactions contemplated hereby, and <br /> no event has occurred and is continuing which, with the passage of time or the giving of notice or both, <br /> would constitute such a breach or default. <br /> (1) On and as of the Closing,all authorizations,consents,and approvals of,notices to, <br /> registrations or filings with,or actions in respect of any governmental body,agency,or other instrumentality <br /> or court required to be obtained, given, or taken on behalf of the County in connection with the execution, <br /> delivery and performance by the County of the County Documents, and any other agreement or instrument <br /> to which the County is a party and which has been or will be executed in connection with the consummation <br /> of the transactions contemplated by the foregoing documents,will have been obtained, given, or taken and <br /> will be in full force and effect. <br /> (m) Any certificate signed by an authorized officer of the County delivered to the <br /> Underwriters shall be deemed a representation and warranty by the County to the Underwriters as to the <br /> truth of the statements made therein. <br /> (n) The County has and will cooperate with the Underwriters and their counsel in any <br /> endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such <br /> jurisdictions of the United States as the Underwriters may request;provided,however,that the County will <br /> not be required to execute a general or special consent to service of process or qualify to do business in <br /> connection with any qualification or determination in any jurisdiction. <br /> (o) The audited financial statements of the County for the period ended June 30,2025, <br /> present fairly the County's financial condition as of such date and the results of its operations for the <br /> respective periods set forth therein and have been prepared in accordance with generally accepted <br /> accounting principles consistently applied. There has been no material change in the financial affairs of <br /> the County since June 30,2025, except as disclosed specifically in the Official Statement. <br /> (p) If between the date of this Bond Purchase Agreement and the date 25 days after <br /> the "end of the underwriting period" for the Bonds, as defined in the Rule, any event occurs which might <br /> or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state <br /> a material fact required to be stated therein or necessary to make the statements therein, in the light of the <br /> circumstances under which they were made, not misleading, the County shall promptly provide written <br /> notice to the Underwriters thereof, and if, in the opinion of the County or the Underwriters, such event <br /> requires the preparation and publication of a supplement or amendment to the Official Statement, the <br /> County shall at its expense supplement or amend the Official Statement in a form and in a manner approved <br /> by the Underwriters. For purposes of this Bond Purchase Agreement,the"end of the underwriting period" <br /> shall be deemed to be the Closing Date(as hereinafter defined),unless the Underwriters shall have notified <br /> the County to the contrary on or before the Closing Date. <br /> -6- <br />