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pnor to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer (f) Termination Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the Bonds shall not have been delivered by the Issuer to the Purchaser as provided herein, then the obligation to purchase Bonds hereunder shall terminate and be of no further force or effect except with respect to the obligations of the Issuer and the Purchaser under Section 10 hereof If the Issuer or the City is unable to satisfy the conditions to the Purchaser's obligations contained in this Purchase Contract or if the Purchaser's obligations shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract may be cancelled by the Purchaser at, or at any time prior to, the time of Closing Notice of such cancellation shall be given to the Issuer in writing, or by telephone or telegraph, confirmed in writing Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Purchaser may be waived by the Purchaser in writing at its sole discretion 8. Conditions to Obligation of the lissuer. The Issuer has entered into this Purchase Contract in reliance upon the representations and warranties of the Purchaser contained herein and the performance by the Purchaser of its obligations hereunder, both as of the date hereof and as of the Closing The Issuer's obligations under this Purchase Contract are and shall be subject, at the option of the Issuer, to the following conditions (1) the representations and warranties of the Purchaser contained in this Purchase Contract shall be true and correct in all material respects on the date hereof and on the Closing, (2) at the time of the Closing, this Purchase Contract shall be in full force and effect, (3) at the time of the Closing, the Purchaser shall perform or shall have performed all of its obligations under this Purchase Contract to be performed at or prior to the Closing, and (4) at or pnor to the Closing, the Issuer shall have received the following, in each case satisfactory in form and substance to the Issuer (a) The purchase price of the Bonds, in accordance with Section 1 hereof, (b) The receipt of the Purchaser, dated as of the Closing, confirming delivery of the Bonds to the Purchaser, (c) A certificate of the Purchaser, dated as of the Closing and signed by an appropriate official of the Purchaser, to the effect that (i) the representations and warranties of the Purchaser contained in this Purchase Contract are true and correct in all material respects on and as of the Closing with the same effect as if made on the Closing, and (n) the Purchaser has complied with all the terms of this Purchase Contract to be complied with by the Purchaser prior to or concurrently with the Closing and the Purchase Contract is in full force and effect 9. Expenses The Issuer shall pay or cause to be paid the following expenses from proceeds of the Bonds (i) the cost of the preparation and reproduction of the Bond Documents, (ii) the fees and disbursements of Bond Counsel, the Issuer's placement agent, if any, and the financial advisor to the Issuer, (iii) the cost of the preparation, printing and delivery of the Bonds, (iv) expenses for travel, lodging, and subsistence related to meetings connected to the 13 2763992 2