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delivery of any to pay for the Bonds shall be subject to the performance by the
<br />City of its obligations to be performed hereunder and under such documents and
<br />instruments at or prior to the Closing, and shall also be subject to the
<br />following conditions:
<br />
<br /> (a) The representations and warranties of the City contained herein
<br /> shall be true, complete and correct on the date hereof and on and as of the
<br /> date of the Closing, as if made on the Date of the Closing;
<br />
<br /> (b) At the time of the Closing the Proceedings shall be in full force
<br /> and effect, and shall not have been amended, modified or supplemented, and
<br /> the Offering Memorandum shall not have been amended, modified or
<br /> supplemented, except in either case as may have been agreed to by both the
<br /> City and the Underwriter;
<br />
<br /> (c) At the time of the Closing, all official action of the City
<br /> relating to the Proceedings shall be in full force and effect, and there
<br /> shall be been taken all such actions as, in the opinion of Sturgis, Ness,
<br /> Brunsell & Sperry, Bond Counsel ("Bond Counsel"), shall be necessary or
<br /> appropriate in connection therewith, with the issuance of the bonds and with
<br /> the transactions contemplated hereby, all as described in the Offering
<br /> Memorandum;
<br />
<br /> (d) The Underwriter shall have the right to terminate the
<br /> Underwriter's obligations under this Purchase Contract to purchase, to
<br /> accept delivery of and to, pay for the Bonds by notifying the City of their
<br /> election to do so if, after the execution hereof and prior to the
<br /> Closing: (i) the marketability of the Bonds or the market price thereof, in
<br /> the opinion of the Underwriter, has been materially and adversely affected
<br /> by any decision issued by a court of the United States (including the United
<br /> States Tax Court) or of the State of California, by any ruling or regulation
<br /> (final, tamporary or proposed) issued by or on behalf of the Department of
<br /> the Treasury of the United States, the Internal Revenue Service, or other
<br /> governmental agency of the United States, or any gove~,,~Lental agency of the
<br /> State of California, or by a tentative decision with respect to legislation
<br /> reached by a co~u~,~ttee of the House of Representatives or the Senate of the
<br /> Congress of the United States, or by legislation enacted by, F2xting in, or
<br /> favorably reported to either the House of Representatives or the Senate of
<br /> the Congress of the United States, or by legislation enacted by, pending in,
<br /> or favorably reported to either the House of Representatives or the Senate
<br /> of the Congress of the United States or either house of the Legislature of
<br /> the State of California, or formally proposed to the Congress of the United
<br /> States by the President of the United States or to the Legislature of the
<br /> State of California by the Governor of the State of California in an
<br /> executive co~Lu~unication, affecting the tax status of the City, its properrty
<br /> or income, its bonds (including the Bonds) or the interest thereon, or any
<br /> tax exemption granted or authorized by the Bond Law; (ii) the United States
<br /> shall have become engaged in hostilities which have resulted in a
<br /> declaration of war or a national emergency, or there shall have occurred any
<br /> other outbreak of hostilities, or a local, national on international
<br /> calamity or crisis, financial or otherwise, the effect of such outbreak,
<br /> calamity or crisis being such as, in the reasonable opinion of the
<br /> 'Underwriter to market the Bonds (it being agreed by the Underwriter that
<br /> there is not outbreak, calamity or crisis of such a character as of the
<br />
<br />
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