2015-36 PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS

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and to the accuracy and completeness of the Official Statement as to the Bond Insurer and the Insurance Policy; and 0) Such additional certificates, instruments and other documents (including, without limitation, those set forth on Exhibit A hereto) as the Underwriter may deem necessary with respect to the issuance and sale of the Bonds, all in form and substance satisfactory to the Underwriter. 5. The fees and disbursements of counsel to the City, Underwriter's Counsel, Bond Counsel, the Financial Advisor and the Bond Insurer, the cost of preparing and printing the Bonds, the cost of obtaining any ratings in connection with the issuance of the Bonds, including rating agency fees, the fees of the bond registrar and paying agent for the Bonds, the cost of printing and mailing the Preliminary Official Statement and the Official Statement and miscellaneous expenses of the City incurred in connection with the offering and delivery of the Bonds, shall all be the obligation of the City and are further described in Exhibit A. The obligation of the City to pay the above-described fees and expenses shall survive the termination of this Agreement or the failure to consummate the transactions described herein. 6. This Agreement is intended to benefit only the parties hereto, and the City's representations and warranties shall survive any investigation made by or for the Underwriter, delivery and payment for the Bonds and the termination of this Agreement. 7. The City acknowledges and agrees that (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial transaction between the City and the Underwriter, (b) in connection with the purchase and sale of the Bonds and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an agent, advisor or fiduciary of the City, (c) the Underwriter has not assumed any advisory or fiduciary responsibility in favor of the City with respect to the purchase and sale of the Bonds or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Agreement, (d) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, and (e) the City will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the City, in connection with the purchase and sale of the Bonds or the process leading thereto. 8. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the sole judgment of the Underwriter, by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any -5-