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(20) [the Insurance Policy issued by the Insurer, in form and substance acceptable to the Underwriter]; (21) [opinions of counsel and/or certificates of the Insurer as to the enforceability of its [Surety Bond][Insurance Policy] and as to the accuracy of the information in the Official Statement relating to the Insurer and its [Surety Bond][Insurance Policy]; and (22) such additional legal opinions, certificates, instruments or other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date of this Purchase Agreement and as of the Closing Date, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, they are in form and substance satisfactory to the Underwriter and Underwriter's Counsel. If the City is unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under further obligations hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 9 of this Purchase Agreement shall continue in full force and effect. Section 9. EMenses. (a) Except for those expenses assigned to the Underwriter pursuant to Section 9(b) hereof, the Underwriter shall be under no obligation to pay, and the City shall pay, any expenses incident to the performance of the City's obligations under this Purchase Agreement and the fulfillment of the conditions imposed hereunder, including but not limited to: (i) the fees and disbursements of Bond Counsel and Disclosure Counsel and Urban Futures, Inc. Tustin, California (the 'Municipal Advisor'); (ii) the fees and disbursements of the Trustee and Escrow Agent and any verification agent counsel, auditors, engineers, insurers, consultants or others retained by the City in connection with the transactions contemplated herein; (iii) the costs of preparing and printing the Bonds; (iv) the costs of the printing of the Official Statement (and any amendment or supplement prepared pursuant to Section 4(g) of this Purchase Agreement); and (v) any fees charged by investment rating agencies for the rating of the Bonds. [As an accommodation for the City, on the Closing Date, the Underwriter will deliver $ of the purchase price directly to the Insurer (reflecting payment of the sum of the premium payable with respect to the Reserve Policy.] The City shall also pay for any expenses upon issuance of the Bonds included in the expense component of the Underwriter's discount incurred by the Underwriter which are incidental to the negotiation, marketing, issuance and delivery of the Bonds, including, but not limited to, intemet roadshow (if any) and meals, transportation, and lodging, if any, incurred by or on behalf of the City and its representatives or employees, and any other miscellaneous closing costs. In the event that the Underwriter incurs or advances the cost of any expense for which the City is responsible hereunder, the City shall reimburse the Underwriter at or prior to the Closing Date; if on the Closing Date, reimbursement may be included in the expense component of the Underwriter's discount. 55A4139