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use by the Underwriters of the Preliminary Official Statement and the Authority and the City agree to execute and deliver the final Official Statement which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the consent of the Authority, the City and the Representative, and to provide copies thereof to the Underwriters as set forth in Paragraphs 5 (o) and 6 (n) hereof (the "Official Statement") . The Authority and the City hereby authorize the Underwriters to use and distribute, in connection with the offer and sale of the Bonds: the Preliminary Official Statement, the Official Statement, the Indenture, the Ground Lease, dated as of March 1, 1994, between the City and the Authority (the "Ground Lease" ) , the Lease, the Assignment Agreement, dated as of March 1, 1994, between the Authority and the Trustee (the "Assignment Agreement") and other documents or contracts to which the Authority and the City are parties in connection with the transactions contemplated by this Purchase Contract, including this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the Authority and the City to the Representative in connection with the transactions contemplated by this Purchase Contract. 4. The Closing. At 8 :00 a.m. , California time, on March 23, 1994 or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority, the City and the Representative, the Authority and the City will cause to be executed and delivered (i) the Bonds in definitive form to The Depository Trust Company in New York, New York on behalf of the Underwriters, and (ii) the closing documents hereinafter mentioned at the offices of Orrick Herrington & Sutcliffe, Los Angeles, California ( "Bond Counsel") or another place to be mutually agreed upon by the Authority, the City and the Representative. The Representative will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in immediately available funds to the order of the Authority. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing. " The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Representative pursuant to written notice not later than five business days prior to Closing. The Bonds will be made available to the Representative for inspection and packaging not less than 24 hours prior to the Closing. 5. Authority Representations, Warranties and Covenants. The Authority represents, warrants and covenants to the Underwriters that: (a) Due Organization, Existence and Authority. The Authority is a joint exercise of powers agency duly organized and existing under the Joint Exercise of Powers Agreement, dated as of August 1, 1993, between the Community Redevelopment Agency of the City of Santa Ana (the 3