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s day before the Closing for purposes of inspecting and packaging. The Series 2001 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations and warranties of the County herein contained and the performance by the County of its obligations hereunder,both as of the date hereof and as of the time of Closing. The obligations ofthe Underwriters under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations,warranties and agreements of the County contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing,as if made on the date of the Closing. (b) At the time of the Closing,the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended,modified or supplemented except as amended, modified or supplemented by a resolution incorporating the terms and conditions contained in the municipal bond insurance commitment of the Insurer(as defined herein), and the Official Statement shall not have been supplemented or amended,except in any such case as may have been agreed to by the Underwriters. (c) At the time of Closing, a resolution of the County shall have incorporated the terms and conditions contained in the municipal bond insurance commitment of the Insurer into the Resolution. (d) At the time of Closing,each of the following shall have been executed and delivered by the respective parties thereto and shall be in full force and effect in accordance with its respective terms and and shall not have been amended,modified or supplemented:(i)Memorandum ofUnderstanding,between the County, the City, the Dodgers (as defined in the Official Statement), Fox (as defined in the Official Statement) and the Developer (as defined in the Official Statement), dated as of July 24, 2000 (the "Memorandum"); (ii)the Agreement for Sale and Purchase,between the County and the Dodgers, dated as of September 1,2000(the"Real Estate Contract");(ii)the Interlocal Agreement, between the County and the City dated as of September 1,2000, and evidence that such Interlocal Agreement was recorded in the public records of Indian River County on September 12,2000(the "Interlocal Agreement");(iv)the Facility Lease Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Facility Lease"); (v) the Development Agreement, between the County and the Dodgers dated as of September 1, 2000 (the "Development Agreement"); (vi) the Capital Reserve Account Agreement, between the County,the Dodgers and First UnionNational Bank,as the Capital Reserve Account Agent, dated as of September 1, 2000 (the "Reserve Agreement"); (vii) Collateral Development Agreement, between the Dodgers and the Developer consented to by the County, dated March [ ], 2001 (the "Collateral Development Agreement');and(vii)the Declaration of Easements for Parking,by and among the Dodgers, the Developer and the County, dated as of March [ J, 2001 (the "Parking Agreement") (collectively,the"Dodgertown Documents"). 7