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(a) The Underwriters shall receive, within one business day after the date hereof, copies of the Official Statement (including all information permitted to have been omitted from the Preliminary Official Statement by the Rule 15c2 -12 and any amendments or supplements as have been approved by the Underwriters), in such reasonable quantity as the Underwriters shall have requested; (b) On the Closing Date, the City Agreements shall have each been duly authorized, executed and delivered by the respective parties thereto, all in substantially the forms as described in the Official Statement and shall be in full force and effect; and the Resolutions shall each be in full force and effect; (c) At the time of the Closing Date, all necessary action of the City relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented; and (d) At or prior to the Closing Date, the Underwriters shall have received each of the following documents or copies thereof, in each case satisfactory in form and substance to the Underwriters: (1) Default Judgment Copies of the default mdgment, dated 201_ entered in favor of the City in connection with City of San Leandro v. All Persons Interested, etc., Case No. BG 11597018 filed in the Superior Court of California, County of Alameda; (2) Resolutions and the Indenture Certified copies of the Resolutions and a copy of the Indenture, duly executed and delivered by the respective parties thereto; (3) Opinion ofBond Counsel An approving opinion of Bond Counsel, addressed to the City, dated the Closing Date, substantially in the form set forth in Appendix E to the Official Statement, together with a letter from such counsel, dated the Closing Date and addressed to the Underwriters, to the effect that the foregoing opinion may be relied upon by the Underwriters to the same extent as if such opinion were addressed to it; (4) Supplemental Opinion offond Counsel A supplemental opinion of Bond Counsel, addressed to the Underwriters, to the effect that: (1) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (ii) the statements contained in the Official Statement, under the captions "THE BONDS," "SECURITY FOR THE BONDS" "VALIDATION PROCEEDINGS," and "CONCLUDING INFORMATION —Tax Matters" and contained in APPENDIX B— "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" and APPENDIX E— "PROPOSED FORM OF OPINION OF BOND COUNSEL" (excluding any material that may be treated as included under such captions by cross - reference) are accurate in all material respects insofar as such statements expressly summarize certain provisions of the Indenture and the form and content of the approving opinion of Bond Counsel, (5) Opinion of the City Attorney An opinion of the City Attorney, dated the Closing Date and addressed to the City and the Underwriters, to the effect that: (1) the City is a municipal corporation and charter city duly organized and validly existing under the Constitution and laws of the State of California; (ii) the Resolutions were fully and legally adopted at one or more meetings of the City Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; (iii) the City Agreements have been duly authorized, executed and delivered by the city and, assuming due authorization and execution by the other parties thereto, represent the valid and binding obligations of the City; (iv) to the best of such counsel's knowledge and belief, other than as disclosed in the Official Statement, there is no action, suit, proceeding or investigation at law or 074 - 11022 \bpa -3 9