2015-36 PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS

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Closing shall not preclude the Underwriter from thereafter terminating this Agreement, and if the Official Statement is amended or supplemented subsequent to the date hereof, the Underwriter may terminate this Agreement by notification to the City at any time prior to the Closing if, in the reasonable judgment of the Underwriter, such amendment or supplement has or will have a material adverse effect on the marketability of the Bonds. 4. At the Closing, the City will deliver or make available to the Underwriter: (a) The Bonds, in definitive form, duly executed and bearing proper CUSIP numbers; (b) A certificate executed by authorized officers of the City, in form and substance acceptable to the Underwriter, to the effect that the Official Statement, to the knowledge and belief of such officers, after due review, is accurate and complete in all material respects, and that the representations of the City contained in this Agreement are true and correct when made and as of the Closing; (c) The approving opinion of Chapman and Cutler LLP, Chicago, Illinois, Bond Counsel, in substantially the form set forth in Appendix B to the Official Statement satisfactory to the Underwriter, dated the Closing Date, relating to the legality and tax-exempt status of interest on the Bonds; (d) A certificate indicating that there is no proceeding contesting the legality of the Bonds, the Bond Ordinance or the proceedings pursuant to which the Bond Ordinance was authorized; (e) A certificate, satisfactory to the Underwriter, of an appropriate officer of the City, dated as of the Closing Date, to the effect that there have been no instances in the previous five years in which the City failed to comply, in all material respects, with any undertaking previously entered into by it pursuant to Rule 15c2-12, except as noted in the Official Statement; (f) A fully executed copy of the Undertaking; (g) Certified copy of the Bond Ordinance and fully executed copy of the Notification of Sale; (h) Evidence satisfactory to the Underwriter that the Municipal Bond Insurance Policy (the "Insurance Policy") with respect to the Bonds, issued by Assured Guaranty Municipal Corp., New York, New York (the "Bond Insurer"), is in full force and effect and all conditions precedent to the issuance thereof have been satisfied and all premiums due and payable thereon on the date of Closing have been paid; (i) A certificate from the Bond Insurer and an opinion from counsel to the Bond Insurer with respect to the valid issuance and effectiveness of the Insurance Policy In