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final Official Statement, The County agrees to cooperate :with the Unnderwritnrs and its counsel in taking all necessary action to qualify the llotes for offer and sale under the securities or Blue Sky laws of such staters and territories of the Unit'�!rj States of America as the Underwriters may reasonably request; provided, however, that; the County shall not be recp;ired to have the NoLea reyitstered for a<+ln in any state in which Lhe Cnunty would be r.equirecl to agr444- to service of process in such state. 3. Rppresentaticpe, flar�i�s end _Agreeae,r�ts. The County repr"sents, warrants and agrees with the Underwriters that: (a) The Corinty in a p•olitiral nubdivinion of an't duly connt'it:uted und•-r this law,; of the State of Florida, and han, and at the date of c.lri-slnl will hate. full legal right, power at;d nlrthority (i) to anter into thin tlote Purchase Agreement, (ii) to Adopt the! Resoltrr_lone, (iii) to issue an-1 execute the Natan pursuant to the A,•:t end the County's charter, and to sell arta deliver the Notr.r; to the Underwriters an provided herein, (iv) to operate the >ynt,!n. .and (v) to carry jut end Consusinate all of the transsactionn contemplated by thin Nate Purchase Agreement, the Notes, thei Official Statement. +sn-f the Resolutions. (b) By official action of tht County prior to or cnncsrr-rent.ly with cite rxecuttnn heresx>f. the County has duly (i) adopt.nd the Rejnolutlons. (ii) ratified and approved the Preliminary Official Statement, (iii) approved the Official Statement, and the execution of the Official Statement by the Chairman of the Board of County Comminsionern and the County Administrator of. the County. (iv) authorized all neceninary action to he taken by it: for the Resolutions and this Note Purchase Agreement and .in connection with the issuance. sale, execution and delivery of, and the performance by the County of its obligations Under, the Notes upon the terms set forth herein and In the Official Statement and the Resolutions, and (v) authorized the execution, delivery, receipt and due performance of this Note Purchase Agreement, the Notes, the Resolutions and any and all such other agreements and documents as may be required to be executed, delivered and received by the County in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement. (c) When delivered to and paid for by the Underwriters at the Closing, the Notes will conform to the Act and the Note Resolution, and will have been duly authorized, executed, authenticated, issued and delivered and, at the Closing, the Notes, this Note Purchase Agreement (except for Section 8 hereof, with rspect to which no representation is made) and tl e Resolutions will constitute legal, valid and binding obligations of the County, enforceable in accordance with their respective 4