Conditions Precedent to Closing The Lender has entered into this Bond Purchase Agreement in reliance upon the Authority’s representations and agreements herein and the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Lender’s obligations under this Bond Purchase Agreement are and shall be subject to the following further conditions: (a) at the time of Closing, the Documents and the Bond shall have been duly adopted or executed and delivered by the parties thereto and shall be in full force and effect and the Documents and the Bond shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Lender, and the Authority and the County shall have duly adopted and there shall be in full force and effect such resolutions as, in the opinion of Sands ▇▇▇▇▇▇▇▇ PC, Richmond, Virginia, Bond Counsel, shall be necessary in connection with the transactions contemplated hereby and thereby; (b) at the Closing, the Lender shall receive in addition to the Bond and the Documents, the following: (1) (A) the approving opinion, dated the date of Closing, in form and substance satisfactory to the Lender, of Bond Counsel (including an opinion that the Bond is “bank qualified”); and (B) the opinion of the County Attorney and of Authority Counsel, in the forms attached hereto as Exhibits B and C, with such changes in such opinion as Bond Counsel and the Lender shall approve; (2) Such additional legal opinions, certificates, proceedings, instruments, and other documents, as the Lender or Bond Counsel may reasonably request to evidence (A) compliance by the Authority with legal requirements relating to the issuance of the Bond, or the representations set forth in the Compliance Certificate, (B) the truth and accuracy, as of the date of Closing, of all representations herein contained, and (C) the due performance or satisfaction by the Authority and the County at or prior to such date of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase Agreement; and (3) Resolutions of the Authority, the School Board and the Board of Supervisors, each authorizing the appropriate actions for this financing as approved by Bond Counsel. If the Authority shall be unable to satisfy the conditions to the Lender’s obligations contained in this Bond Purchase Agreement or if the Lender’s obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Authority, nor the Lender shall have any further obligations hereunder, except that (i) the representations and warranties of the Authority and the County set forth in Section 2 and Section 3, respectively, herein (as of the date made) will continue in full force and effect; and (ii) the obligations of the County to pay the expenses and costs set forth in Section 6 shall continue.