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Official Statement as of the date hereof and as <br /> of the Closing (except for any financial or <br /> statistical data or forecasts included therein, <br /> as to which they express no opinion or view) <br /> contained any untrue statement of a material fact <br /> or omitted to state any material fact required to <br /> be stated therein or _necessary to make the <br /> statements therein, in the light of the <br /> circumstances under which they were made, not <br /> misleading; and <br /> <br /> (18) such additional legal opinions, <br /> certificates, proceedings, instruments or other <br /> documents as Special Counsel may reasonably request to <br /> evidence compliance by the Trustee with legal <br /> requirements, the truth and accuracy, as of the time <br /> of Closing, of the representations contained herein <br /> and in the Official Statement and the due performance <br /> or satisfaction by the Trustee, the Lessor and the <br /> City at or prior to such time of all agreements then <br /> to be performed and all conditions then to be <br /> satisfied. <br /> <br /> (c) All matters relating to this Contract of <br /> Purchase, the Certificates and the sale thereof, the Trust <br /> Agreement, the Lease, the Site Lease, the Assignment <br /> Agreement, the Agency Agreement and the consummation of the <br /> transactions contemplated by this Contract of Purchase <br /> shall have been approved by the Underwriter, which approval <br /> shall not be unreasonably withheld. <br /> <br /> If the conditions to the Underwriter's obligations <br />contained in this Contract of Purchase are not satisfied or if <br />the Underwriter's obligations shall be terminated for any <br />reason permitted by this Contract of Purchase, this Contract of <br />Purchase shall terminate and neither the Underwriter nor the <br />City shall have any further obligation hereunder. In the event <br />that the Underwriter fails (other than for a reason permitted <br />by this Contract of Purchase) to accept and pay for the <br />Certificates at the Closing, the amount of one percent of the <br />principal amount of the Certificates shall be full liquidated <br />damages for such failure and for any and all defaults hereunder <br />on the part of the Underwriter, and the acceptance of such <br />amount shall constitute a full release and discharge of all <br />claims and rights of the City against the Underwriter. <br /> <br /> 7. The Underwriter shall have the right to cancel its <br />obligations to purchase the Certificates if, between the date <br />hereof and the Closing regardless of whether any of the <br /> <br /> 19 <br />1739030/2 <br /> <br /> <br />