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place as the Trustee, the City, the Lessor and the Underwriter <br />mutually agree upon, the Certificates in definitive form (all <br />of the Certificates to be printed in fully registered form), <br />duly executed and authenticated, together with the other <br />documents hereinafter mentioned. CUSIP identification numbers <br />shall be printed on the Certificates, but the failure to print <br />such number on any Certificate or _any error with respect <br />thereto shall not constitute cause for a failure or refusal by <br />the Underwriter to accept delivery of, or pay for, the <br />Certificates in accordance with the terms of this Contract of <br />Purchase. All expenses in relation to the printing of CUSIP <br />numbers on said Certificates and the CUSIP Service Bureau <br />charge for the assignment of said numbers shall be paid for by <br />the City from Certificate proceeds. The Underwriter will <br />accept delivery of the Certificates and pay the purchase price <br />thereof by certified or official bank check or checks payable <br />in immediately available funds to the order of the Trustee in <br />an amount equal to the purchase price. The Certificates will <br />be made available for checking and packaging not later than <br />12:00 noon two business days prior to the Closing. In the <br />event that temporary Certificates are delivered, the Trustee <br />and the Lessor will deliver definitive Certificates to the <br />Underwriter as soon after the Closing as is reasonably possible <br />but in no event later than 15 days thereafter. The temporary <br />Certificates will be made available for checking and packaging <br />not later than 12:00 noon two business days, prior to the <br />Closing. <br /> <br /> 6. The Underwriter has entered into this Contract of <br />Purchase in reliance upon the representations and warranties of <br />the City contained herein. The Underwriter's obligations under <br />this Contract of Purchase are and shall be subject to the <br />following further conditions: <br /> <br /> (a) at the time of Closing, the Assignment Agreement <br /> and the Legal Documents all as described in the Official <br /> Statement, shall be in full force and effect as valid and <br /> binding agreements between or among the various parties <br /> thereto and the Legal Documents, the Assignment Agreement <br /> and the Official Statement shall not have been amended, <br /> modified or supplemented except as may have been agreed to <br /> in writing by the Underwriter, and there shall be in full <br /> force and effect such resolutions as, in the opinion of <br /> Orrick, Herrington & Sutcliffe, San Francisco, California <br /> ("Special Counsel"), shall be necessary in connection with <br /> the transactions contemplated hereby; <br /> <br /> (b) at or prior to the Closing, the Underwriter shall <br /> receive the following documents, in each case satisfactory <br /> in form and substance to the Underwriter: <br /> <br /> 10 <br />1739030/2 <br /> <br /> <br />