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political subdivision, duly organized and validly existing
<br />under the laws of the State of Florida; (ii) the Issuer has full legal right, power and
<br />authority to enter into this Bond Purchase Contract, to adopt the Resolution, to sell, issue
<br />and deliver the Bonds as provided in this Bond Purchase Contract and to carry out and
<br />consummate the transactions contemplated by this Bond Purchase Contract, the Bonds, the
<br />Resolution, and the Official Statement; (iii) this Bond Purchase Contract has been duly
<br />authorized, executed, and delivered by the Issuer and constitutes a valid, binding and
<br />enforceable agreement of the Issuer in accordance with its terms except to the extent that
<br />the enforceability of the rights and remedies set forth herein may be limited by bankruptcy,
<br />insolvency or other laws affecting creditors' rights generally or general principles of equity
<br />(regardless of whether enforcement is sought in a proceeding in equity or at law); (iv) the
<br />Issuer has duly authorized, executed, and delivered the Official Statement and has duly
<br />authorized the distribution of the Official Statement; (v) the information in the Official
<br />Statement as to legal matters (excluding tax treatment of interest on the Bonds,-Blue-Sky
<br />and financial and statistical information, as to
<br />which such counsel need not opine) relating to the Issuer, the Act, the Bonds and the
<br />Resolution, is correct in all material respects, as to matters of law and facts relating
<br />thereto, and does not omit any statement, as to matters of law and facts relating thereto,
<br />which, in his opinion, should be included or referred to therein, and, in addition, such
<br />counsel shall state that, based upon her participation in the preparation of the Official
<br />Statement as County Attorney to the Issuer and without having undertaken to determine
<br />independently the accuracy, completeness or fairness of the statements contained in the
<br />Official Statement (except to the extent expressly set forth in this subparagraph (vi)), as
<br />of the date of the Closing nothing has come to his attention causing him to believe that (A)
<br />the Official Statement as of its date contained any untrue statement of a material fact or
<br />omitted to state a material fact required to be stated therein or necessary to make the
<br />statements therein, in the light of the circumstances under which they were made, not
<br />misleading (except for the financial and statistical information contained in the Official
<br />Statement as to all of which no view need be expressed), or (B) the Official Statement (as
<br />supplemented and amended in accordance herewith, if applicable) as of the date of the
<br />Closing contains any untrue statement of a material fact or omits to state a material fact
<br />required to be stated therein or necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading (except as aforesaid); (vii) the
<br />Issuer is not in material breach of or material default under any applicable constitutional
<br />provision, law or administrative regulation of the State or the United States or any
<br />applicable judgment or decree, applicable to it and-by which it may be obligated, or any
<br />loan agreement, indenture, bond, note, ordinance, resolution, material agreement or other
<br />material instrument to which the Issuer is a party or to which the Issuer or any of its
<br />property or assets is otherwise subject, applicable to it and by which it may be obligated,
<br />and no event has occurred and is continuing which with the passage of time or the giving
<br />of notice, or both, would constitute a default or event of default under any such
<br />instrument, except in each case as disclosed in the Official Statement; and the execution
<br />and delivery of the Bonds, this Bond Purchase Contract and the adoption of the Resolution
<br />and compliance with the provisions on the Issuer's part contained therein, will not conflict
<br />with or constitute a breach of or default under any constitutional provision, law,
<br />administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br />ordinance, resolution, agreement or other instrument to which the Issuer is a party or to
<br />which the Issuer or any of its property or assets is otherwise subject, nor will any such
<br />execution, delivery, adoption or compliance result in the creation or imposition of any
<br />lien, charge or other security interest or encumbrance of any nature whatsoever upon any
<br />of the property or assets of the Issuer or under the terms of any such law, regulation or
<br />instrument, except as expressly provided by the Bonds and the Resolution; (viii) the Issuer
<br />has the right and power under the Act to adopt the Resolution and the Resolution has been
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