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(a) The representations and warranties of the City <br />contained herein shall be true, complete and correct in all <br />material respects at the date hereof and on the date of the <br />Closing, as if made on the date of the Closing. <br /> <br /> (b) At the time of the Closing (i) the Resolutions <br />shall be in full force and effect and shall not have been <br />amended, modified or supplemented, except as disclosed or <br />contemplated by the Offering Memorandum, and (ii) the City <br />shall perform or have performed all of its obligations <br />required under or specified in this Purchase Contract and the <br />Resolutions to be performed at or prior to the Closing. <br /> <br /> (c) At the time of the Closing, no event or default <br />shall have occurred or be existing under the Resolutions nor <br />shall'any event have occurred which, with the passage of time <br />or the giving of notice, shall constitute an event or default <br />under the Resolutions, nor shall the City be in default in <br />the payment of principal or interest on any of its <br />obligations for borrowed money. <br /> <br /> (d) In recognition of the desire of the City and the <br />Underwriter to effect a successful public offering of the <br />Bonds, and in view of the potential adverse impact of any of <br />the following events on such a public offering, the <br />Underwriter shall have the right to terminate this agreement <br />by notification to the City if at any time at or prior to the <br />Closing (i) legislation shall be enacted or, whether or not <br />yet introduced in Congress, shall be actively considered for <br />enactment by the Congress or recommended to the Congress for <br />passage by the President of the United States or favorably <br />reported for passage to either House of the Congress by any <br />committee of such House to which such legislation has been <br />referred for consideration, a decision by a federal court of <br />the United States or the United States Tax Court shall be <br />rendered, or a ruling, regulation or Official Statement by or <br />on behalf of the Treasury Department of the United States or <br />the Internal Revenue Service shall be made or proposed to be <br />made with respect to federal taxation upon revenues or other <br />income to be derived by the City, or from Assessment District <br />No. 88-1, or other action or events shall have transpired <br />which have the purpose or effect, directly or indirectly, of <br />materially adversely affecting the federal income tax <br />consequences of any of the transactions contemplated in <br />connection herewith such as, in the reasonable opinion of the <br />Underwriter, materially adversely affects the market for the <br />bonds or the sale, at the contemplated offering price, by the <br />Underwriter of the Bonds; or (ii) legislation shall hereafter <br />be enacted or actively considered for enactment or <br />introduced, with an effective date prior to the date of the <br />delivery of the Bonds, or a decision by a court of the United <br />States shall hereafter be rendered or a ruling or regulation <br /> <br /> 5 <br /> <br /> <br />