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Authority hereby covenants and agrees that, within seven business days from the date hereof and within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriters, the Authority shall cause a final printed form of the Official Statement to be delivered to the Representative in sufficient quantity to comply with paragraph (b) (4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. (p) Authority Resolutions . The resolutions of the Authority approving and authorizing the execution and delivery of the Authority Documents and approving the Official Statement, have been duly adopted at meetings of the governing body of the Authority which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the resolutions are in full force and effect and have not been modified, amended or rescinded. 6. City Representations, Warranties and Covenants . The City represents, warrants and covenants to the Underwriters that: (a) Due Organization, Existence and City. The City is a municipal corporation duly organized and existing under the Constitution and laws of the State of California, including the Charter of the City (the "Charter") with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract, the Ground Lease and the Lease (collectively, the "City Documents" ) and the JPA Agreement and to carry out and consummate the transactions contemplated by the City Documents, the JPA Agreement and the Official Statement. (b) Due Authorization and Approval . By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in the City 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the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded.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; provided, however, that no warranty, 8