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executed by the County, will be duly authorized and delivered and will constitute a valid and legally binding obligation of the County enforceable in accordance with its terms, except as the enforcement thereof may be affected by bankruptcy, insolvency, or other similar laws or the application by a court of equitable principles generally affecting creditors, rights; and the County has duly authorized and approved the consummation by it of all other transactions contemplated by the Resolution, the Official Statement, the Escrow Deposit_ Agreement and this Purchase Contract to have been performed or consummated at or prior to the Date of Closing (as herein defined). (d) The execution and delivery of the Bonds, the Escrow Deposit Agreement and this Purchase Contract and the adoption and implementation of the Resolution, and compliance with the obligations on the County's part contained herein and therein, will not conflict with or constitute a material breach of or material default under the Act or any federal or Florida constitutional provision, law, administrative regulation, Judgment, decree, loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or to which the County or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption, implementation or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or other assets of the County under the terms of any such provision, law, regulation, document, resolution, ordinance or instrument, except as provided or permitted by the Bonds and the Resolution. (e) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the County of its obligations under this Purchase Contract, the Escrow Deposit Agreement, the Resolution and the Bonds, or prior to the Closing will have been duly obtained; provided, however, that this representation and warranty does not apply to such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds, or to such official action by the County which the Resolution contemplates is to be taken from time to time after the Closing. (f) The Bonds, when issued, registered and delivered in accordance with the Resolution and sold to the Underwriter as provided herein and in accordance with the provisions of the Resolution, will be valid and legally enforceable obligations -5-