SAFA & CITIGROUP GLOBAL - 2004 - Laserfiche WebLink

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Statement. The Underwriter agrees to (i) provide the Authority and the City with final pricing information on the Bonds on a timely basis and (ii) promptly file a copy of the final Official Statement, including any supplements prepared by. the Authority or the City with a nationally recognized municipal securities information repository. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds. The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with a nationally recognized municipal securities information repository. Section 5. Closing. At 8:00 a.m., California time, on February 26, 2004, or at such other time or date as the Authority and the Underwriter agree upon, the Authority shall deliver or cause to be delivered to the Trustee, and the Trustee shall deliver or cause to be delivered to The Depository Trust Company, New York New York ("DTC"), the Bonds in definitive form, duly executed and authenticated. Concurrently with the delivery of the Bonds, the Authority and the City will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section I hereof by wire transfer in immediately available funds (less $364,000 which shall be wired directly to Insurer for payment of the premium on the Policy). This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing." The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof, at least three business days prior to the Closing and shall be made available to the Underwriter at least one (I) business day before the Closing for purposes of inspection and packaging. The Authority and the City acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services. The Underwriter hereby agrees to make a bona fide public offering of all Bonds at prices not in excess of the initial public offering prices (or yields) set forth on the cover page of the Official Statement, reserving, however, the right to change such yields or prices after the initial public offering as the Underwriter shall deem necessary in connection with the offering of the Bonds upon reasonable notice to, and with the consent of the Authority and the City. The Underwriter shall provide to the Authority and the City on the Closing Date a certificate setting forth the offering prices to the public of each maturity of the Bonds at which a substantial amount of such maturities were sold, each certificate to be in a form acceptable to Bond Counsel. Section 6. Representations, Warranties and Covenants of the Authority. Authority represents, warrants and covenants to the Underwriter and the City that: The (a) The Authority is and will be at the date of Closing a public body, corporate and politic, duly organized and existing pursuant to and under the Constitution and laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Indenture, the Ground Lease Agreement, dated as of March I, 1994 by and between the City and the Authority, as modified by the Modification of Ground Lease Agreement, dated as of September I, 1994 (as modified, the "Ground Lease"), the Lease Agreement, the Assignment Agreement, the Escrow Agreement dated as of February 1,2004 (the "Escrow Agreement"), by and among the City, 3 DOCSOCl1014263v4\22452.0 102