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reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing, and upon the performance of the covenants and agreements herein, as of the date hereof and as of the Date of Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance of the covenants and agreements to be performed hereunder and under such other documents and instruments to be delivered at or prior to the Closing, and shall be subject to the following additional conditions: (a) The representations and warranties of the County contained herein shall be true, complete and correct on the date hereof and on and as of the Date of Closing, as if made on the Date of Closing. (b) At the date of execution hereof and at the Closing, the Resolution shall have been duly approved and adopted by the County, shall be in full force and effect and shall not have been amended, modified or supplemented, except to the extent to which the Underwriter shall have given its prior written consent and there shall have been taken in connection therewith and in connection with the issuance of the Bonds all such action as in the opinion of Rhoads & Sinon, Bond Counsel, and Bryant, Miller and Olive, P.A., Tallahassee, Florida, and Josias & Goren P.A., Ft. Lauderdale, Florida, Co -counsel for the Underwriter, shall be necessary and appropriate in connection with the transactions contemplated hereby. (c) At the Closing there will be no pending or threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or delivery of the Bonds, or the pledge, collection or application of the Pledged Funds to pay the principal of and interest on the Bonds or in anyway contesting or affecting the validity or enforceability of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract or contesting in any way the proceedings of the County taken with respect thereto, or contesting in any way the due existence or powers of the County or the title of any of the members of the Board of Officials of the County to their respective offices or in any way contesting the operation of the Recreational Facilities by the County, including but not limited to its power to levy fees, rates and charges for the use of services of the Recreational Facilities, or if such litigation does exist, the Underwriter will receive an opinion of Charles P. Vitunac, Esquire, Attorney for the County, that any such litigation is without merit. -9-