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Authority to the Underwriter in connection with the transactions contemplated by this Purchase
<br /> Contract, or in connection with the offer and sale of the Bonds by the Underwriter.
<br /> The Authority represents that the Preliminary Official Statement, at the time of its
<br /> distribution by the Underwriter, was and is a "near-final" Official Statement within the meaning of
<br /> Rule 15c2-12, except for the omission of no more than the following information: the offering
<br /> price(s), interest rate(s), selling compensation, aggregate principal amounts, principal amount per
<br /> maturity, redemption provisions and delivery dates. It is an express condition of the offer of the
<br /> Underwriter made hereby that the Authority deliver the Official Statement, in a form deemed by it to
<br /> be final, within seven (7) business days of the date hereof; and the delivery of an Official Statement
<br /> executed by an authorized representative of the Authority shall conclusively establish that the
<br /> Authority deems the document so delivered to be final. A failure of the Authority to comply with the
<br /> requirements of the preceding sentence shall entitle the Underwriter to rescind its offer hereunder.
<br /> 5. Authority Representations, Warranties and Covenants. The Authority
<br /> represents, warrants and covenants to the Underwriter that:
<br /> (a) Due Organization, Existence and Authority of Authority. The Authority is a
<br /> joint exercise of powers authority duly organized and validly existing under the Act and the laws of
<br /> the State of California (the "State"), and has, and on the Closing Date will have, full legal right,
<br /> power and authority (i) to execute and deliver this Purchase Contract, the Indenture, the Site Leases
<br /> and the Lease Agreements (collectively, the "Authority Documents"), and the Official Statement
<br /> (ii) to adopt the resolutions approving the Authority Documents, the Official Statement and the
<br /> issuance and sale of the Bonds, (iii) to issue, sell and deliver the Bonds to the Underwriter as
<br /> provided herein, and (v) to carry out and consummate the transactions on its part contemplated by the
<br /> Authority Documents and the Official Statement.
<br /> (b) Due Authorization and Approval of Authority. By all necessary official
<br /> action, the Authority has duly authorized and approved the adoption or execution and delivery by the
<br /> Authority of, and the performance by the Authority of the obligations on its part contained in, the
<br /> Authority Documents, and has approved the use by the Underwriter of the Preliminary Official
<br /> Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are
<br /> in full force and effect and have not been amended, modified or rescinded. When executed and
<br /> delivered by the parties thereto, the Bonds and the Authority Documents will constitute the legally
<br /> valid and binding obligations of the Authority enforceable against the Authority in accordance with
<br /> their respective terms, except as enforcement may be limited by bankruptcy, insolvency,
<br /> reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors'
<br /> rights generally. The Authority has complied, and will at the Closing Date be in compliance in all
<br /> respects, with the terms of the Authority Documents.
<br /> (c) Official Statement Accurate. The information with respect to the Authority,
<br /> the Bonds and the Authority Documents in the Official Statement is, and at all times subsequent to the
<br /> date of the Official Statement up to and including the Closing Date will be, true and correct in all
<br /> material respects, and the information with respect to the Authority, the Bonds and the Authority
<br /> Documents in the Official Statement does not and will not contain any untrue statement of a material
<br /> fact or omit to state a material fact required to be stated therein or necessary to make the statements
<br /> therein, in the light of the circumstances under which they were made, not misleading.
<br /> (d) Consent to Amendments and Supplements to Official Statement. The
<br /> Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official
<br /> KMLYDDAN 26982 257329 6 3
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