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soon as practicable following receipt thereof from the Authority, the Underwriter shall deliver the
<br />Official Statement to the Municipal Securities Rulemaking Board.
<br />5. At 8:00 a.m., Pacific time, on , 2024, or at such other time or on such other
<br />business day as shall have been mutually agreed upon by the Authority and the Underwriter (the
<br />"Closing Date"), the Authority will cause U.S. Bank to authenticate and deliver to the Underwriter at
<br />the office of The Depository Trust Company ("DTC") in New York, New York, or at such other
<br />place as the Authority and the Underwriter may mutually agree upon, the Bonds in fully -registered
<br />book -entry form, duly executed and registered in the name of Cede & Co., as nominee of DTC, and,
<br />subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the
<br />purchase price of the Bonds by wire transfer payable in immediately available funds to or upon the
<br />order of the City at such place in Los Angeles, California, or New York, New York, as shall have
<br />been mutually agreed upon by the Authority and the Underwriter. Such delivery of and payment for
<br />the Bonds is referred to herein as the "Closing." The Bonds shall be made available for inspection
<br />by DTC at least one business day before the Closing.
<br />6. The Authority represents, warrants, and covenants to the Underwriter that:
<br />(a) The Authority is a joint powers authority under Article 1 of Chapter 5 of
<br />Division 7 of Title 1 of the California Government Code duly organized and validly existing under
<br />and by virtue of the Constitution and the laws of the State of California (the "State").
<br />(b) The Authority has the legal right and power to issue and deliver the Bonds
<br />and to execute and deliver, and to perform its obligations under, the Indenture, the Installment
<br />Purchase Agreement, the Escrow Deposit and Trust Agreement, dated as of 1, 2024 (the
<br />"Escrow Agreement") by and among the Authority, the City and U.S. Bank, as escrow agent, and
<br />this Purchase Contract (collectively, the "Authority Documents"). The Authority has duly
<br />authorized the issuance and delivery of the Bonds and the execution and delivery of, and
<br />performance of its obligations under, the Authority Documents and, as of the date hereof, such
<br />authorizations are in full force and effect and have not been amended, modified, or rescinded. When
<br />executed and delivered by the respective parties thereto, the Authority Documents will constitute
<br />legal, valid, and binding obligations of the Authority in accordance with their respective terms,
<br />except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or
<br />similar laws, the application of equitable principles relating to or affecting creditors' rights generally,
<br />the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against
<br />joint powers authorities in the State. The Authority has complied, and will at the Closing be in
<br />compliance in all respects, with its obligations under the Authority Documents.
<br />(c) The Bonds will be issued in accordance with the Indenture and will conform
<br />in all material respects to the descriptions thereof contained in the Official Statement. The Indenture
<br />creates a valid pledge of, first lien upon, and security interest in, the Revenues.
<br />(d) The information in the Official Statement (excluding any information with
<br />respect to DTC and the book -entry only system) is true and correct in all material respects, and the
<br />information in the Official Statement does not contain any misstatement of any material fact and does
<br />not omit any statement necessary to make the statements, in the light of the circumstances in which
<br />such statements were made, not misleading.
<br />6
<br />Error! Unknown document property name.
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