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<br />/ <br /> <br />(xxi) A certificate of the Escrow Agent dated the date of the Closing, <br />signed by a duly authorized officer of the Escrow Agent, and in form and <br />substance satisfactory to the Underwriter, to the effect that (A) the Escrow Agent <br />has been duly organized and is validly existing in good standing as a national <br />banking association under the laws of the United States of America with full <br />corporate power to undertake the trusts of the Escrow Agreement, (B) the Escrow <br />Agent has duly authorized, executed and delivered the Escrow Agreement and by <br />all proper corporate action has authorized the acceptance of the trusts of the <br />Escrow Agreement, and (C) to the best of such officer's knowledge, no litigation <br />has been served upon or is threatened (either in state or Federal courts) in any way <br />contesting or affecting the validity or enforceability of the Escrow Agreement. <br /> <br />(xxii) A verification report of Grant Thornton LLP, independent certified <br />public accountants certifying that the amount to be deposited in the escrow fund <br />held by the Escrow Agent under the Escrow Agreement, together with earnings <br />thereon, will be sufficient, to pay when due the interest to become due on the <br />Series 1994 Bonds and on and prior to the Redemption Date the principal of and <br />redemption premiums, if any, on the Series 1994 Bonds. <br /> <br />(xxiii) A certificate of the City, dated the date of Closing, executed by an <br />authorized officer thereof, stating that the financial data relating to the City and <br />the financial statements of the City contained in the Official Statement presented <br />as of the date of the Official Statement and at the date ofthe Closing present fairly <br />the financial condition and results of the operation of the City at the dates and for <br />the periods therein specified in conformity with generally accepted accounting <br />principles applied on a basis substantially consistent with that of the audited <br />financial statements of the City. <br /> <br />(xxiv) Such additional legal opinions, certificates, proceedings, <br />instruments and other documents as the Underwriter, counsel to the Underwriter, <br />or Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may reasonably request. <br /> <br />All of the opinions, letters, certificates, instruments and other documents mentioned <br />above or somewhere in this Bond Purchase Agreement shall be deemed to be in compliance with <br />the provisions hereof if, and only if, they are in form and substance satisfactory to the <br />Underwriter. <br /> <br />If the Authority shall be unable to satisfy the conditions to the obligation of the <br />Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Bond <br />Purchase Agreement, or if the obligation of the Underwriter to purchase, accept delivery of and <br />pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase <br />Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter, the City <br />nor the Authority shall be under further obligation hereunder except that the respective <br />obligations of the Authority, the City and the Underwriter set forth in paragraph 9 hereof shall <br />continue in full force and effect. <br /> <br />9. Expenses. <br /> <br />17 <br />