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Council members and officers to their respective offices, (B) enjoin or
<br />restrain the issuance, sale and delivery of the Bonds, the levy or
<br />collection of the Assessments or any other moneys or property pledged
<br />or to be pledged under the Resolution, or the pledge thereof, (C) in
<br />any way question or affect any of the rights, powers, duties or
<br />obligations of the City with respect to the Assessments or moneys and
<br />assets pledged or to be pledged to pay the principal of, premium, if
<br />any, or interest on the Bonds, (D) in any way question or affect any
<br />authority for the issuance of the Bonds, or the validity or
<br />enforceability of the Bonds or the Proceedings, or (E) in any way
<br />question or affect this Purchase Contract or the transactions
<br />contemplated by this Purchase Contract, the Proceedings, the Offering
<br />Memorandum or the documents referred to in the Offering Memorandum;
<br />
<br /> (iii) The City has complied with all agreements, covenants
<br />and arrangements, and satisfied all conditions, on its part to be
<br />complied with or satisfied at or prior to the Closing; and
<br />
<br /> (iv) To the best of their knowledge, no event affecting the
<br />City has occurred since the date of the Offering Memorandum which
<br />should be disclosed in the Offering Memorandum for the purposes for
<br />which it is necessary to disclose therein in order to make the
<br />statements not misleading in any respect;
<br />
<br /> (5) An opinion, dated the date of Closing and addressed to the
<br />Underwriter, of Peter D. MacDonald, as City Attorney, that, except as
<br />described in the Offering Memorandum, there is no action, suit,
<br />proceeding or investigation before or by any court, public board or
<br />body pending or threatened, wherein an unfavorable decision, ruling or
<br />finding would: (i) affect the creation, organization, existence or
<br />powers of the City, or the titles of its Council members and officers
<br />to their respective offices; (ii) enjoin or restrain the issuance, sale
<br />and delivery of the Bonds, the collection of any other moneys or
<br />property pledged or to be pledged under the Resolution or the pledge
<br />thereof; (iii) in any way question or affect any of the rights, powers,
<br />duties or obligations of the City with respect to the Assessments or
<br />the moneys and assets pledged or to be pledged to pay the principal of,
<br />premium, if any, or interest on the Bonds; (iv) in any way question or
<br />affect any authority for the issuance of the Bonds, or the validity or
<br />enforceability of the Bonds; or (v) in any way question or affect this
<br />Purchase Contract or the transactions contemplated by this Purchase
<br />Contract, the Offering Memorandum or the documents referred to in the
<br />Offering Memorandum;
<br />
<br /> (6) A Certificate dated the date of Closing, addressed to the
<br />Underwriter and signed by an officer of Cushman and Wakefield of
<br />California, Inc., Appraisal Division, San Francisco, California, to
<br />the effect (i) that the statements and information set forth in the
<br />letter dated September 1, 1985, attached to the Offering Memorandum as
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