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date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the Authority Documents, the City Documents and the JPA Agreement shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Representative, (ii) there shall be in full force and effect such resolutions of the Authority and the City (the "Resolutions") as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement, the JPA Agreement, the Authority Documents and the City Documents, (iii) the Authority shall perform or have performed its obligations required or specified in the Authority Documents to be performed at or prior to Closing, (iv) the City shall perform or have performed its obligations required or specified in the JPA Agreement and the City Documents to be performed at or prior to Closing, and (v) the Official Statement shall not have been supplemented or amended, except pursuant to Paragraphs 5 (d) and (e) and 6 (d) and (e) or as otherwise may have been agreed to in writing by the Representative. (c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Resolutions, the JPA Agreement, the Authority Documents or the City Documents and neither the Authority nor the City shall be in default in the payment of principal or interest on any of its bonded or other indebtedness, including but not limited to lease or other capital obligations, which default would adversely impact the ability of the Authority or the City to comply with their obligations under the Authority Documents, the JPA Agreement or City Documents, as the case may be. (d) Termination Events. The Representative shall have the right to terminate the obligations of the Underwriters under this Purchase Contract, without liability therefor, by written notification to the Authority and the City if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Representative, has been materially adversely affected by an amendment 13