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(c) The County is, and will be at the date of Closing, duly organized and validly existing as a
<br />political subdivision of the State of Florida, with the powers and authority set forth in the Act.
<br />(d) The County has full legal right, power and authority to: (i) enter into this Bond Purchase
<br />Contract and the Continuing Disclosure Certificate, (ii) have adopted the Resolutionand to have conducted
<br />the Referendum, (iii) sell, issue and deliver the Series 2003 Bonds to the Underwriter as provided herein,
<br />and (iv) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the
<br />Continuing Disclosure Certificate, the Resolution and the Official Statement and the County has complied,
<br />and at the Closing will be in compliance, in all respects, with the terms of the Act and with the obligations
<br />on its part in connection with the issuance of the Series 2003 Bonds contained in the Resolution, the Series
<br />2003 Bonds, the Continuing Disclosure Certificate and this Bond Purchase Contract.
<br />(e) By all necessary official action, the Countyhas duly adopted the Resolution, conducted the
<br />Referendum in accordance with lawatwhichthe issuance ofthe Bonds under the Resolutionwas approved
<br />by a majority of the qualified electors, has duly authorized and approved the Official Statement, has duly
<br />authorized and approved the execution and delivery of, and the performance by the County, of this Bond
<br />Purchase Contract, the Continuing Disclosure Certificate and all other obligations on its part in connection
<br />with the issuance of the Series 2003 Bonds and the consummation by it of all other transactions
<br />contemplated by this Bond Purchase Contract in connection with the issuance of the Series 2003 Bonds;
<br />upon delivery of the Series 2003 Bonds, each of the Resolution and the Continuing Disclosure Certificate
<br />will each constitute a legal, valid and binding obligation of the County, enforceable in accordance with their
<br />respective terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights
<br />generally and subject, as to enforceability, to general principles of equity.
<br />(1 When delivered to and paid for by the Underwriter at the Closing in accordance withthe
<br />provisions of this Bond Purchase Contract, the Series 2003 Bonds will have been duly authorized,
<br />executed, issued and delivered and will constitute valid and binding obligations of the County in conformity
<br />with the Act and the Resolution, and shall be entitled to the benefits of the Resolution, including a prior
<br />pledge ofand lienuponthe Pledged Revenues in accordance withthe provisions of the Resolution, subject
<br />to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
<br />generally and subject, as to enforceability, to general principles of equity.
<br />(g) The adoption of the Resolution, the conduct of the Referendum and the authorization,
<br />executionand deliveryofthis Bond Purchase Contract, the Continuing Disclosure Certificate and the Series
<br />2003 Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a
<br />breach of or default under any law, administrative regulation, consent decree, ordinance, resolution or any
<br />agreement or other instrument to which the County was or is subject, nor will such enactment, adoption,
<br />execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or
<br />other security interest or encumbrance ofany nature whatsoever upon any of the property or assets ofthe
<br />County, or under the terms of any law, administrative regulation, ordinance, resolutionor instrument, except
<br />as expressly provided by the Resolution or the Series 2003 Bonds.
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