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14 <br />(18) Defeasance Opinion. A defeasance opinion of Bond Counsel in form and <br />substance acceptable to the Underwriter. <br /> <br />(19) Historical Continuing Disclosure Compliance. Evidence satisfactory to <br />the Underwriter of the information about the City’s historical continuing disclosure <br />compliance set forth in the Preliminary Official Statement and the final Official <br />Statement. <br /> <br />(20) Additional Documents. Such additional certificates, instruments and other <br />documents as Bond Counsel, the Authority, the City or the Underwriter may reasonably <br />deem necessary. <br /> <br />If the City or the Authority shall be unable to satisfy the conditions contained in this Bond <br />Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason <br />permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate <br />and neither the Underwriter, the City nor the Authority shall be under further obligation <br />hereunder, except as further set forth in Section 9 hereof. <br /> <br />9. Expenses. The Underwriter shall be under no obligation to pay and the <br />Authority and the City shall pay or cause to be paid the expenses incident to the performance of <br />the obligations of the Authority and the City hereunder including but not limited to (a) the costs <br />of the preparation and printing, or other reproduction (for distribution on or prior to the date <br />hereof) of the Authority Documents and the City Documents and the cost of preparing, printing, <br />issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, <br />financial advisors, accountants or other experts or consultants retained by the Authority or the <br />City, (c) the fees and disbursements of Bond Counsel and its financial advisor, (d) the fees and <br />disbursements of Disclosure Counsel, (e) the cost of preparation and printing of the Preliminary <br />Official Statement and any supplements and amendments thereto and the cost of preparation <br />and printing of the Official Statement, including the requisite number of copies thereof for <br />distribution by the Underwriter, and (f) charges of rating agencies for the rating of the Bonds. <br /> <br />The Underwriter shall pay and neither the Authority nor the City shall be under an <br />obligation to pay all expenses incurred by it, the fees and expenses of its counsel, and the costs <br />of CDIAC in connection with the public offering of the Bonds. <br /> <br />10. Notice. Any notice or other communication to be given to the City or the <br />Authority under this Bond Purchase Agreement may be given by delivering the same in writing <br />to such entity at the address set forth above. Any notice or other communication to be given to <br />the Underwriter under this Bond Purchase Agreement may be given by delivering the same in <br />writing to [name/address of Underwriter], Attention: _______. <br /> <br />11. Entire Agreement. This Bond Purchase Agreement, when accepted by the City <br />and the Authority, shall constitute the entire agreement among the City, the Authority and the <br />Underwriter and is made solely for the benefit of the City, the Authority and the Underwriter <br />(including the successors or assigns of any Underwriter). No other person shall acquire or have <br />any right hereunder by virtue hereof, except as provided herein. All the City’s and the <br />Authority’s representations, warranties and agreements in this Bond Purchase Agreement shall <br />remain operative and in full force and effect, regardless of any investigation made by or on <br />behalf of the Underwriter, until the earlier of (a) delivery of and payment for the Bonds <br />hereunder, and (b) any termination of this Bond Purchase Agreement. <br /> <br />8.C. - Page 236