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• <br />Board of County Commissioners of <br />Indian River County, Florida, et al. <br />1987 <br />Page 4 <br />execution by the Issuer of the Official Statement, (iv) the <br />execution and delivery of the Bonds, the Indenture, the Loan <br />Agreement, this Bond Purchase Agreement and each other <br />agreement or instrument to which the Issuer is a party, <br />contemplated for use in the offering of the Bonds as <br />contemplated hereby and by the Official Statement and (v) the <br />taking of any and all such action as may be required by the <br />Issuer to carry out, give effect to and consummate the <br />transactions to which the Issuer is a party contemplated hereby <br />and by the Official Statement. <br />(e) When delivered to and paid for by the Underwriter <br />in accordance with the terms of this Bond Purchase Agreement, <br />the Bonds will be duly authorized, executed, authenticated, <br />issued and delivered and constitute valid and binding limited <br />obligations of the Issuer in conformity with, and entitled to <br />the benefit and security of, the Indenture. <br />(f) The Issuer will cooperate with the Underwriter <br />and its counsel in taking all necessary action to qualify the <br />bonds for offer and sale under the securities or 'blue sky" <br />laws of such jurisdictions as the Underwriter may reasonably <br />request; provided, however, that the Issuer will not be <br />required to execute a special or general consent to service of <br />process or qualify as a foreign corporation in connection with <br />any such qualification. <br />(g) There is no action, suit, proceeding, inquiry or <br />investigation, at law or in equity, before or by any court, <br />public board or body, pending or, to the knowledge of the <br />Issuer, threatened, against or affecting the Issuer, wherein an <br />unfavorable decision, ruling or finding would materially <br />adversely affect the transactions contemplated hereby and by <br />the Official Statement, or which, in any way, would adversely <br />affect the validity or enforceability of this Bond Purchase <br />Agreement, the Bonds, the Loan Agreement, the Indenture or any <br />other agreement or instrument to which the Issuer is a party, <br />used or contemplated for use in connection with the <br />transactions contemplated hereby and by the Official Statement. <br />(h) Any certificate signed by any official of the <br />Issuer and delivered to the Underwriter shall be deemed to be a <br />representation by the Issuer to the Underwriter as to the <br />statements made therein. <br />(i) The Issuer has not been notified of any listing <br />or proposed listing of the Issuer by the Internal Revenue <br />Service as an issuer whose arbitrage certifications may not be <br />relied upon. <br />4330x:10/23/87 <br />3002-353 <br />