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Board of County Commissioners of Indian River County Nabors, Giblin & Nickerson, P.A. Regions Capital Advantage, Inc. Page 2 April 9, 2015 post -closing filings) in order to carry out, give effect to and consummate the transactions contemplated by the Resolution, have been authorized by all necessary action on the part of the Issuer and such action remains in full force and effect, such documents have been executed and delivered by the Issuer and constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, assuming that they are the respective legal, valid, binding and enforceable obligations of the parties thereto other than the Issuer, except that the enforceability thereof may be subject to (a) the exercise of judicial discretion in accordance with general principles of equity, and (b) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable. 4. The Note (a) has been authorized and executed by the Issuer, (b) is a legal, valid, binding and special and limited obligation of the Issuer, enforceable in accordance with its terms, except that the enforceability thereof may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity, and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable; and (c) is entitled to the benefits and security of the Resolution. 5. The Note is and constitutes a "Bond" under the Resolution, whereby the Note is secured by the full faith and credit of the County, subject to the limitation on millage set forth in the Resolution, on the same basis as the Limited Tax General Obligation Bonds, Series 2006 not refunded by the proceeds of the Note and still outstanding pursuant to the Resolution. 6. The Issuer has complied with the provisions of the Constitution and laws of the State of Florida, including the Act, required or necessary for the issuance and sale of the Note, and has properly adopted the Resolution and the Resolution is in full force and effect on the date hereof. 7. The issuance and sale of the Note to the Purchaser, the adoption of the Resolution and the compliance by the Issuer with the terms thereof and of the Note will not conflict with, or result in any breach of any of the provisions of, or constitute a default under any federal or State of Florida constitutional provision or statute, agreement, resolution or other instrument to which the Issuer is a party or by which it or its property is hound, or any license, judgment, decree, order, law, statute, ordinance or State of Florida governmental rule or regulation applicable to the Issuer which would result in the creation or imposition of any lien, charge, encumbrance or security interest in the property of the Issuer (other than as contemplated by the Resolution).