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(11) Such additional legal opinions, certificates, instruments and other <br />documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of <br />the date hereof and as of the Closing Date, of the statements and information contained in the <br />Preliminary Official Statement and the Official Statement, of the City's representations and <br />warranties contained herein, and the due performance or satisfaction by the City at or prior to the <br />Closing of all agreements then to be performed and all conditions then to be satisfied by the City <br />in connection with the transactions contemplated hereby and by the Official Statement. <br />If the City shall be unable to satisfy the conditions to the obligations of the Underwriter <br />to purchase, accept delivery of and pay for the Bonds contained in this Bond Purchase <br />Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for <br />the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this <br />Bond Purchase Agreement shall terminate and neither the Underwriter nor the City shall be <br />under any further obligation hereunder, except that the respective obligations of the City and the <br />Underwriter set forth in Section 5 and Section 6 hereof shall continue in full force and effect. <br />4. Conditions of the City's Obligations. The City's obligations hereunder are <br />subject to the Underwriter's performance of their obligations hereunder, and are also subject to <br />the following conditions: <br />(a) As of the Closing Date, no litigation shall be pending or, to the lmowledge of the <br />duly authorized officer of the City executing the certificate referred to in Section 3(d)(6) hereof, <br />threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any <br />authority for or the validity of the Bonds or the City Documents or the existence or powers of the <br />City; and <br />(b) As of the Closing Date, the City shall receive the approving opinions of Bond <br />Counsel and Disclosure Counsel referred torn Section 3(d)(3) and (5) hereof, dated as of the <br />Closing Date. <br />Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth <br />herein: <br />(a) The Underwriter shall be under no obligation to pay, and the City shall pay or <br />cause to be paid (out of any legally available funds of the City) all expenses incident to the <br />performance of the City's obligations hereunder, including, but not limited to, the cost of <br />printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, <br />distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the <br />Official Statement and all other agreements and documents contemplated hereby (and drafts of <br />any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and <br />disbursements of the Financial Advisor, the Assessment Engineer, the Fiscal Agent, Bond <br />Counsel and Disclosure Counsel and any accountants, engineers or any other experts or <br />consultants the City has retained in connection with the Bonds; and <br />(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any <br />fees of the California Debt and Investment Advisory Commission, the cost of preparation of any <br />"blue sky" or legal investment memoranda and this Bond Purchase Agreement; expenses to <br />11 <br />55B -131 <br />