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<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:
<br /> (i) Legislation(whether or not yet introduced in Congress of the United States
<br /> ("Congress")) shall be enacted or be actively considered for enactment by the Congress or
<br /> recommended to the Congress by the President of the United States or favorably reported for
<br /> passage to either House of Congress by any committee of such House, or a conference committee
<br /> of both Houses, to which such legislation had been referred for consideration, or a decision by a
<br /> federal court of the United States or the United States Tax Court shall be rendered, or an order,
<br /> ruling, regulation or official statement by or on behalf of the Treasury Department of the United
<br /> States or the Internal Revenue Service or other governmental agency shall be made or proposed,or
<br /> a release or official statement made by the President of the United States or by the Treasury
<br /> Department of the United States or the Internal Revenue Service, with respect to federal taxation
<br /> upon revenues or other income of the general character to be derived by the County or upon interest
<br /> received on obligations of the general character of the Bonds which in the Underwriters'judgment,
<br /> materially adversely affects the market for the Bonds; or
<br /> (ii) Legislation shall hereafter be enacted or actively considered for enactment
<br /> or introduction, with an effective date on or prior to the Closing, or a decision by a court of the
<br /> United States shall be rendered or a stop order, ruling, regulation or proposed regulation by or on
<br /> behalf of the Securities and Exchange Commission or other agency having jurisdiction shall be
<br /> made,to the effect that the issuance,sale and delivery of the Bonds,or any other obligations of any
<br /> similar public body of the general character of the County is in violation of the Securities Act of
<br /> 1933, as amended, of the Securities Exchange Act of 1934, as amended, or of the Trust Indenture
<br /> Act of 1939, as amended or with the purpose or effect of otherwise prohibiting the issuance, sale
<br /> or delivery of the Bonds, as contemplated hereby, or of obligations of the general character of the
<br /> Bonds; or
<br /> (iii) There shall have occurred any outbreak or escalation of hostilities or other
<br /> national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the
<br /> financial markets of the United States being such as, in the Underwriters' judgment, would
<br /> materially adversely affect the market for, or market price of,the Bonds; or
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