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(F) Except as described in the Offering Memorandum, there is no action, suit, proceeding or
<br />investigation before or by any court, public board or body pending or, to the knowledge of the City,
<br />threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation,
<br />organization, existence or powers of the City or the titles of its Council members and officers to
<br />their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of the Bonds, the levy
<br />and collection of the Assessments, or the pledge thereof, (iii) in any way question or affect any of
<br />the rights, powers, duties or obligations of the City with respect to the moneys pledged or to be
<br />pledged to pay the principal of, premium, if any, or interest on the Bonds, (iv) in any way question
<br />or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds
<br />or the Proceedings, or (v) in any way question or affect this Purchase Contract or the transactions
<br />contemplated by this Purchase Contract, the Offering Memorandum, the documents referred to in
<br />the Offering Memorandum, or any other agreement or instrument to which the City is a party
<br />relating to the Bonds;
<br />(G) The City will furnish such information, execute such instruments and take such other
<br />action in cooperation with the Underwriter, as the Underwriter may reasonably request, to qualify
<br />the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such
<br />states and other jurisdictions of the United States as the Underwriter may designate, and will
<br />assist, if necessary therefor, in the continuance of such qualifications in effect as long as required
<br />for the distribution of the Bonds; provided, however, that the City shall not be required to qualify as
<br />a foreign corporation or to file any general consents to service of process under the laws of any
<br />state;
<br />(H) The issuance and sale of the Bonds is not subject to any transfer or other documentary
<br />stamp taxes of the State of California or any political subdivision thereof;
<br />(I) The City has not been notified of any listing or proposed listing by the Internal Revenue
<br />Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied
<br />upon;
<br />(J) Any certificate signed by any official of the City authorized to do so shall be deemed a
<br />representation and warranty by the City to the Underwriter as to the statements made therein; and
<br />(K) The City will apply the proceeds of the Bonds, including the investment thereof, in
<br />accordance with the Proceedings and as described in the Offering Memorandum.
<br />Section 8. If between the date of this Purchase Contract and the date ninety (90) days after the
<br />Closing an event occurs which is materially adverse to the purpose for which the Offering
<br />Memorandum is to be used which is not disclosed in the Offering Memorandum, the City shall notify
<br />the Underwriter.
<br />Section 9. At 9:00 a.m., P.S.T. on December 5, 1986, or at such other time or on such other date
<br />as is mutually agreed by the City and the Underwriter, the City will deliver the Bonds to the Underwriter
<br />in temporary or definitive form, duly executed, together with the other documents hereinafter
<br />mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery
<br />and pay the purchase price of the Bonds as set forth in paragraph 1 hereof with federal funds
<br />immediately available to the City. Delivery and payment, as aforesaid, shall be made at the office of
<br />Prudential-Bache Securities Inc., One Embarcadero Center, Suite 2202, San Francisco, California, or
<br />such other place as shall have been mutually agreed upon by the City and the Underwriter. The
<br />definitive Bonds shall be delivered as soon as practicable after the closing (but in no event after
<br />December 15, 1986) and shall be printed or lithographed on steel engraved borders, shall bear CUSIP
<br />numbers and shall be prepared and delivered as fully registered Bonds in authorized denominations,
<br />and shall be made available to the Underwriter at least one i 1) business day before the Closing for
<br />purposes of inspection and packaging.
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