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(17) Such additional legal opinions, certificates, proceedings, • <br />instruments and other documents as counsel to the Underwriter, Bond Counsel, or <br />counsel to the Company or the County may reasonably request to evidence <br />compliance by the Company or the County with legal requirements, the truth and <br />accuracy, as of the time of Closing, of the respective representations of the <br />Company and the County herein contained and the due performance or <br />satisfaction by each of them at or prior to such time of all agreements then to be <br />performed and all conditions then to be satisfied by each of them. <br />The Underwriter has entered into this Purchase Contract in reliance upon the respective <br />representations, warranties and covenants of the Company and the County contained in this <br />Purchase Contract and in the Letter of Representation. Unless excused by the Underwriter, the <br />Underwriter's obligations under this Purchase Contract are at all times subject to the conditions <br />set forth in this Section 7 and any other express condition contained in any other Section of this <br />Purchase Contract. If any condition to the Underwriter's obligations is not excused or satisfied <br />on or before the Closing Date (or in the case of events described in Section 6 above, immediately <br />upon the occurrence of such event), the Underwriter's obligation and, except as otherwise <br />provided in this Purchase Contract, the obligations of the Company and the County will be <br />immediately discharged, and the Underwriter may terminate this Purchase Contract at any time. <br />If, however, the Company is unable to satisfy the conditions to the obligations of the Underwriter <br />contained in this Purchase Contract, or if the obligations of the Underwriter to purchase and <br />accept delivery of the Bonds are terminated for any reason permitted by this Purchase Contract, <br />this Purchase Contract shall terminate and neither the Underwriter nor the Company shall be <br />under further obligation hereunder; except that the respective obligations to pay expenses, as • <br />provided in Section 10, shall continue in full force and effect. All of the opinions, letters, <br />certificates, instruments and other documents mentioned in this Purchase Contract will be <br />deemed to be in compliance with the provisions of this Purchase Contract if, but only if, in the <br />reasonable judgment of the Underwriter and counsel to the Underwriter, they are satisfactory in <br />form and substance. The Underwriter hereby expressly reserves the right to waive any of the <br />conditions to its obligations contained in this Purchase Contract. <br />8. Mutual Performance. The obligations of the Company under this Purchase <br />Contract are subject to the performance by the Underwriter of its obligations under this Purchase <br />Contract. <br />9. Continuation of Obligations. All representations, warranties and agreements of <br />the Company shall remain operative and in full force and effect, regardless of any investigations <br />made by or on behalf of the Underwriter, and shall survive the Closing. The obligations of the <br />Company under Section 10 shall survive any termination of this Purchase Contract by the <br />Underwriter pursuant to the terms hereof. <br />10. Expenses. .The Company will use all reasonable efforts to cause the County to <br />pay all expenses incident to the performance of its obligations under this Purchase Contract, <br />including, but not limited to, mailing or delivery of the Bonds, .costs of printing the Bonds, the <br />Preliminary Official Statement and the Final Official Statement, any amendment or supplement <br />to the Preliminary Official Statement or the Final Official Statement and this Purchase Contract, • <br />the cost of preparation (including printing, copying and distribution) of the Contract, the Deed of <br />10 <br />3025651v2 15249.00084 <br />