Okaloosa County BOCC — August 6, 2013 — Resolution for Airport Revenue Refunding Bonds, Series 2013 — reading text

arising out of the transactions contemplated hereby and thereupon all of the County's claims hereunder against the Underwriter shall be fully released and discharged except that the Underwriter’ obligation to pay those costs set forth in the last sentence of Paragraph 10(c) below shall remain in full force and effect. The Underwriter recognizes that in such event the actual damages of the County may be greater or may be less than such sum. Accordingly, the Underwriter hereby waives any right to claim that the actual damages of the County are less than such sum and the acceptance of this offer by the County shall constitute a waiver of any right the County might otherwise have to additional damages from the Underwriter. (b) a disclosure statement of the Underwriter pursuant to Section 218.385, Florida Statutes, attached hereto as Exhibit "D." 6. The County represents and warrants to the Underwriter that: (a) The Preliminary Official Statement did not as of its date, and the Official Statement, as of the date of its delivery, will not, contain an untrue statement of material fact and the Preliminary Official Statement does not, and the Official Statement will not, omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that no representation is made with respect to the disclosure concerning The Depository Trust Company or the Insurer (as defined herein). (b) The County has duly adopted the Resolution in accordance with the Act; and the County had at the time of execution, and will have at the time of the Closing, full legal right, power and authority to enter into this Purchase Agreement, and to issue and deliver the 2013 Bonds to the Underwriter as provided herein and to carry out the transactions contemplated by this Purchase Agreement, the 2013 Bonds, the Trust Indenture and the Resolution. (c) Both at the time of acceptance hereof and at the Closing Date (as hereinafter defined), except as disclosed in the Official Statement, there shall not have been any material adverse change since September 30, 2012, in the results of operations or financial condition of the County Airports system other than changes in the ordinary course of business or any material adverse change in the collection of the Pledged Funds, except as described in the Preliminary Official Statement and the Official Statement. (d) Concurrently with or prior to the acceptance hereof, the County has (i) duly authorized and approved the execution and delivery of the 2013 Bonds, the Trust Indenture, the Resolution, and this Purchase Agreement, (ii) duly authorized and approved the Preliminary Official Statement and the distribution thereof and has deemed the Preliminary Official Statement as of its date to be "final" for purposes of the Rule, except for the Permitted Omissions and has authorized and approved the final Official Statement, (iii) pursuant to the Resolution duly authorized and approved the sale of the 2013 Bonds to the Underwriter, and (iv) duly authorized and approved the consummation by the County of all other transactions contemplated by the Official Statement and this Purchase Agreement. (e) As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the County is not and will not be in breach of or in default under any applicable law or administrative regulation of the State of Florida or the United States relating to the County or any applicable judgment or decree or any trust agreement, loan agreement, indenture, bond, note, resolution, ordinance, certificate, agreement or other instrument to which the County is a party or to which the County or its assets is otherwise subject, the consequence of which or the correction of which would materially and adversely affect the operations or financial condition of the County, or the collection or application of the Pledged Funds as provided by the Resolution and the Trust Indenture as of such dates; and, as of such times and except as disclosed in the Official Statement, the execution and delivery of this Purchase Agreement, the Trust Indenture and the 2013 Bonds and the adoption of the Resolution and compliance with the provisions of each such document do not and will not conflict with or constitute a breach of or default under any applicable law or administrative regulation of the State of Florida or the United States or a breach of any applicable judgment, decree, trust agreement, loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or to which the County or its assets is otherwise subject, the consequence of which or the correction of which would materially and adversely affect the operations or financial condition of the County or the collection or application of the Pledged Funds as of such dates. (f) On the Closing Date, all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the performance by the County of its obligations under this Purchase Agreement, the Trust Indenture and under the Resolution will have been duly obtained. (g) At the time of acceptance hereof and as of the Closing Date, the financial statements contained in Appendix A to the Official Statement and the financial and operating data included in the Official Statement do and will present fairly the financial position and results of operations of the various funds and account groups of the County as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles applicable to governmental bodies applied consistently except as otherwise indicated in the Official Statement. (h) Except as described in the Preliminary Official Statement, as it may be amended or supplemented pursuant to Paragraph 4(c) above, there is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the County, threatened, against or affecting the County or to which the County is a party wherein an unfavorable decision, ruling or finding would (i) adversely affect the transactions contemplated hereby or by the Official Statement or the validity of the 2013 Bonds, the Resolution, the Trust Indenture, this Purchase Agreement, or any other material agreement or instrument to which the County is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby, by the Official Statement, by the Trust Indenture or by the Resolution, or (ii) have a material adverse effect on the financial condition of the County or the County's right to collect, receive and apply the Pledged Funds in accordance with the Resolution and the Trust Indenture. (i) Between the date of this Purchase Agreement and the time of Closing, the County will not execute any bonds, notes or obligations for borrowed money, other than the 2013 Bonds, without giving prior written notice thereof to the Underwriter. G) The Board of County Commissioners of the County (the "Board") is, and will be at the date of Closing, duly organized and validly existing as the governing body of the County, a political subdivision duly created and validly existing under the Constitution of the State of Florida and applicable law, with the powers and authority set forth in the Act. (kx) The County has full legal right, power and authority to: (i) enter into this Purchase Agreement and the Trust Indenture, (ii) adopt the Resolution, (iii) sell, issue and deliver the 2013 Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions contemplated by this Purchase Agreement, the Trust Indenture, the Resolution and the Official Statement, and the County has complied, and at the Closing will be in compliance, in all respects, with the terms of the Act and with the obligations on its part in connection with the issuance of the 2013 Bonds contained in the Resolution, the Trust Indenture, the 2013 Bonds and this Purchase Agreement. (1) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Agreement, the 2013 Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the County in conformity with the Act, the Trust Indenture and the Resolution, and shall be entitled to the benefits of the Trust Indenture and the Resolution, including a pledge of the County's Pledged Funds in accordance with the provisions of the Trust Indenture, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and subject to general principles of equity as to enforceability, and, on the date of delivery of the 2013 Bonds, no other obligations of the County shall have a lien on the Pledged Funds on a parity with the 2013 Bonds or a lien on the Pledged Funds which is senior to the lien of the 2013 Bonds on the Pledged Funds, other than the County's Taxable Airport Revenue Bonds, Series 2007. (m) The adoption of the Resolution and the authorization, execution and delivery of this Purchase Agreement, the Trust Indenture, and the 2013 Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the County was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution. (n) At the time of Closing, the County will be in compliance in all respects with the covenants and agreements contained in the Trust Indenture and the Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Trust Indenture or the Resolution will have occurred or be continuing. (0) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the 2013 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) determine the eligibility of the 2013 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the 2013 Bonds; provided, however, that the County shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (p) The County will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the 2013 Bonds to be applied in a manner contrary to that provided for in the Trust Indenture and the Resolution and as described in the Official Statement. (q) Except as expressly disclosed in the Official Statement, the County neither is nor has been in default at any time after December 31, 1975, as to principal or interest with respect to an obligation issued or guaranteed by the County. (r) Except as disclosed in the Official Statement, the County has not