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(g) Except as may be slated in the Official Statement, there is no action, suit,
<br />proceeding, inquiry or investigation at law or in equity or before or by any court, public board or
<br />body pending or, to the knowledge of the County, threatened against or directly affecting the County
<br />(or, to the knowledge of the County, any meritorious basis therefor) contesting the due organization
<br />and valid existence of the County or wherein an unfavorable decision, ruling or finding would
<br />adversely affect (i) the transactions contemplated hereby or by the Official Statement or the validity
<br />or due adoption of the Resolution or the validity, due authorization and execution of the Bonds, the
<br />Escrow Deposit Agreement, this Contract of Purchase or any document, instrument or agreement
<br />to which the County is a party and which is used or contemplated for use in the consummation of
<br />the transactions contemplated hereby or by the Official Statement, or (ii) the exclusion of interest
<br />on the Bonds from federal income laxation, or (iii) the ability of the County to receive the Pledged
<br />Funds (as defined in the Resolution to pay debt service on the bonds;
<br />(h) Except as provided in the Official Statement, to the best knowledge of the
<br />County, the County is not in material breach of or material default under any applicable
<br />constitutional provision, law, or administrative regulation of the State of Florida or the United States
<br />or any applicable judgment or decree, or any loan agreement, indenture, bond, note, or resolution,
<br />agreement, or other instrument to which the County is a party or to which the County or any of its
<br />property or assets is otherwise subject, and no event has occurred and is continuing which with the
<br />passage of time or the giving of notice, or both, would constitute a material default or event of
<br />default under any such agreement or other instrument; the execution and delivery of the Bonds, this
<br />Contract of Purchase, the Escrow Deposit Agreement, and the adoption of the Resolution and
<br />compliance with the provisions on the County's part contained therein, will not conflict with or
<br />constitute a material breach of or material default under any constitutional provisions, law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
<br />agreement, or other instrument to which the County is a party or to which the County or any of its
<br />property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance
<br />result in the creation or imposition of any lien, charge, or other security interest or encumbrance
<br />of any nature whatsoever upon any of the property or assets of the County, except as provided by
<br />the Bonds and the Resolution;
<br />(i) Except as provided in the Official Statement, all authorizations, approvals,
<br />licenses, permits, consents and orders of any governmental authority, legislative body, board, agency
<br />or commission having jurisdiction of the matter have been duly obtained which are required for the
<br />due authorization by or which would constitute a condition precedent to or the absence of which
<br />would materially adversely affect the due performance by the County of its obligations in connection
<br />with the issuance of the Bonds or its obligations under this Contract of Purchase, the Resolution and
<br />the Escrow Deposit Agreement, except for such approvals, consents and orders as may be required
<br />under the Blue Sky or securities laws of any state in connection with the offering and sale of the
<br />Bonds;
<br />(j) There is, to the best of the County's knowledge, no legislation, enacted or
<br />pending, the effect of which would be to remove or limit the exemption of the Bonds and the
<br />interest thereon from taxation imposed by the State of Florida, except as may otherwise be disclosed
<br />in the Official Statement or the legality of investment in the Bonds for certain investors as provided
<br />in the laws of the State of Florida;
<br />(k) At the time of the County's acceptance hereof and at all times subsequent
<br />thereto up to and including the date of the Closing, the Official Statement does not and will not
<br />contain any untrue statement of a material fact or omit to state a material fact necessary to make
<br />the statements therein, in fight of the circumstances under which they were made, not misleading,
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