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"Redevelopment Agency") and the City (the "JPA Agreement" ) and the Constitution and laws of the State of California (the "State") , with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract, the Indenture, the Ground Lease, the Lease and the Assignment Agreement (collectively, the "Authority Documents") and to carry out and consummate the transactions contemplated by the Authority Documents, the JPA Agreement and the Official Statement. (b) Due Authorization and Approval . By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in the Authority Documents and the JPA Agreement and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain and up to and including the Closing will contain no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Representative's Consent to Amendments and Supplements to Official Statement. The Authority will advise the Representative promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Representative, which consent will not be unreasonably withheld. The Authority will advise the Representative promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds . (e) Authority Agreement to Amend or Supplement Official Statement. If after the date of this Purchase Contract and until 25 days after the end of the "underwriting period" (as defined in Section 240. 15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ( "Rule 15c2-12") ) , any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to 4