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occurrence, circumstance or combination thereof which is reasonably expected to result in any such material adverse change; (r) The City is currently in compliance with all of its prior continuing disclosure undertakings entered into pursuant to Rule 15c2 -12 and at or prior to the Closing Date, the City shall have duly authorized, executed and delivered the Continuing Disclosure Certificate. The City has never failed in any material respect during the last five years to comply with any previous undertaking to provide annual financial information and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement; and (s) The default judgment dated , 201_ in favor of the City in connection with the Validation Action was duly entered, the appeal period has run without any appeal having been filed, and the default judgment is in full force and effect. Section 8. Closing At 8:00 A.M., California time, on , 2012 or on such earlier or later date as may be agreed upon by the Underwriters and the City (the "Closing Date "), the City will deliver or cause to be delivered to the Underwriters the Bonds in definitive form, duly executed, through the facilities of The Depository Trust Company in New York, New York ( "DTC ") by initial deposit with the Trustee (in care of DTC) through the Fast Automated Securities Transfer System at the offices of Jones Hall, A Professional Law Corporation, San Francisco, California ( "Bond Counsel'), or such other place as shall have been mutually agreed upon by the Underwriters and the City and the other documents described herein, and pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Agreement in immediately available funds to the order of the Trustee. The Bonds shall be issued in fully registered form. It is anticipated that a CUSIP identification number will be inserted on the Bonds, but neither the failure to provide such number nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriters to accept delivery of the Bonds in accordance with the terms of this Purchase Agreement. Section 9. Further Conditions to Purchase of Bonds. The Underwriters have entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the City contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the City of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Underwriters under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the City of their obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, accurate and complete on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) On the Closing Date (1) each of the City Agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the City and Underwriters, and (ii) the City shall perform or have performed all of their respective obligations required under or specified in the City Agreements to be performed by the respective party at or prior to the Closing Date; (c) As of the Closing Date, all necessary official action of the City relating to the Bonds and the City Agreements shall have been taken by the respective party and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; 074 - 11022 \bpa -3 6