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<br />(i) All Consents Obtained. All approvals and consents of the City which would
<br />constitute a condition precedent to the performance by the City of its obligations under the
<br />City Resolution and the City Agreements have been obtained and are in full force and
<br />effect. No other authorization, consent or approval of, or filing or registration with, any
<br />Governmental Authority or court is, or under existing requirements of law will be,
<br />necessary for the valid execution, delivery or performance by the City hereof other than
<br />any authorization, consent, approval, filing or registration as may be required under the
<br />Blue Sky or securities laws of any state in connection with the offering, sale or issuance of
<br />the Bonds. All authorizations, consents or approvals of, or filings or registrations with any
<br />Governmental Authority or court necessary for the performance by the City of its
<br />obligations under, the City Agreements will have been duly obtained or made prior to the
<br />execution and delivery of the City Agreements.
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<br />G) No Defaults. The City has not, since its creation, been declared to be in default
<br />in the payment of principal of, premium, if any, or interest on, or otherwise been declared
<br />to be in default with respect to, any bonds, notes or other obligations which it has issued,
<br />assumed or guaranteed as to payment of principal, premium, if any, or interest.
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<br />(k) No Other Offers. Neither the City nor anyone authorized to act on its behalf,
<br />directly or indirectly, has offered the Bonds for sale to, or solicited any offer to buy the
<br />Bonds ¡¡-om, anyone other than the Underwriter.
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<br />(I) No Distribution of Assets. The City has not taken any official action with
<br />regard to the sale of a substantial amount of its assets, operations or a combination of its
<br />assets or operations, as of the date hereof and as of the date of the Closing.
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<br />(m) Certificates. Any certificate signed by any official of the City and delivered to
<br />the Underwriter shall be deemed a representation and warranty by the City to the
<br />Underwriter as to the truth of the statement therein contained.
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<br />(n) Coriformity. The Bonds will be issued in accordance with the Indenture and
<br />will conform in all material respects to the descriptions thereof contained in the Official
<br />Statement.
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<br />7. Closing. At 9:00 a.m., California time, on February 26, 2004, or such other time or
<br />date as the Authority, the City and the Underwriter may mutually agree (such time being herein
<br />sometimes referred to as the "time of the Closing" and such date as the "date of the Closing"),
<br />the Authority will deliver the Bonds to the Underwriter in definitive form as fully registered
<br />bonds, duly executed and authenticated, together with the other documents hereinafter
<br />mentioned, and subject to the terms and conditions hereof, the Underwriter will accept such
<br />delivery and pay the purchase price of the Bonds as set forth in paragraph 1 hereof by federal or
<br />other immediately available funds, to the order of the Authority. The Closing shall be held at the
<br />offices of Orrick, Herrington & Sutcliffe LLP, Suite 3200, 777 South Figueroa Street, Los
<br />Angeles, California, or such other place as shall have been mutually agreed upon by the
<br />Authority and the Underwriter. The Bonds in definitive form shall be delivered to The
<br />Depository Trust Company in New York, New York or at such other place as the Underwriter
<br />may direct in fully registered form at least one (I) business day prior to the date ofthe Closing.
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