Common use of Representations of the Authority Clause in Contracts

Representations of the Authority. The Authority represents as follows: (a) The Authority is a body corporate and politic and a governmental instrumentality of the State with lawful power and the authority to enter into this Agreement acting by and through its duly authorized officers. (b) This Agreement has been duly authorized, executed and delivered by the Authority and constitutes the legal, valid and binding obligation of the Authority in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and to the exercise of judicial discretion in accordance with general principles of equity. (c) The execution, delivery and performance of this Agreement by the Authority will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed by the Authority or by which it or any of its property is bound, its bylaws or, to its knowledge, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing the Series 2023 Project or for funding the completion of the Series 2023 Project if the proceeds from the sale of the City Bonds to the Authority are not sufficient. (e) The Authority has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits of the purchase by the Authority of the City Bonds in connection with the issuance of the Series 2023 Bonds. The Authority acknowledges that the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (f) The Preliminary Official Statement and the Official Statement does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the foregoing representation is made solely with respect to the information in the Preliminary Official Statement and Official Statement under the headings “THE AUTHORITY,” and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of such information in the Preliminary Official Statement as is permitted by Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934, as amended).

Representations of the Authority. The Authority represents as follows: (a) The Authority is a body corporate and politic will be at the Closing Date duly organized and a governmental instrumentality existing under the laws of the State with lawful of California, has full power and authority to issue the authority Bonds, to adopt the Resolution, to enter into the Indenture, the Loan Agreement and this Agreement acting by Purchase Contract (collectively, the “Authority Documents”) and through to perform its duly authorized officers. (b) This Agreement has been duly authorizedobligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority and constitutes Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and arrangement, fraudulent conveyance, moratorium, or other similar laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with general principles of equity. (c) The execution, delivery and performance the provisions of this Agreement Purchase Contract and assuming proper authentication by the Authority will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed Trustee by the Authority or by which it or any manual signature of its property is boundan authorized officer thereof, its bylaws orthe Bonds will have been duly authorized, to its knowledgeexecuted, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing the Series 2023 Project or for funding the completion issued and delivered and will constitute valid and binding limited obligations of the Series 2023 Project if Authority, enforceable in accordance with their terms, in conformity with, and entitled to the proceeds from the sale benefit and security of the City Bonds to Indenture. By official action of the Authority are not sufficient. (e) The prior to or concurrently with the acceptance hereof, the Authority has sufficient knowledge authorized and experience in financial and business matters, including approved the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits distribution of the purchase Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the City obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in connection equity, before or by any court, governmental agency, public board or body, pending (with service of process against. the Authority having been accomplished) or known to the Authority to be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION – The Authority”, as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Series 2023 Bonds. The Authority acknowledges that As of the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (f) The Preliminary Official Statement and the Official Statement does not date thereof and as of the date hereof, the statements and information contained in the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in light of the circumstances under which they were made, not misleading. Both at the time of acceptance hereof by the Authority and at the Closing Date, the statements and information contained in the Official Statement under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” are and will be true, correct and complete in all material respects, and do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with respect to which the Borrower agrees to indemnify the Authority, the Treasurer and the Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph (__) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority, provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower). For 25 days from the end of the underwriting period (as defined in Rule 15c2-12), (a) the Authority will notnot participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter or the Borrower shall reasonably object in writing or which shall be disapproved by their respective counsel and (b) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter and the Borrower (at the expense of the Borrower) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter and counsel for the Authority) which will amend or supplement the Official Statement so that it will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Official Statement is delivered to a purchaser, not misleading; provided that. For purposes of this subsection, the foregoing representation is made solely Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. The execution and delivery of this Purchase Contract by the Authority shall constitute a representation by the Authority to the Underwriter that the representations, warranties and agreements contained in this Section [___] are true as of the date hereof; provided that as to information furnished by the Borrower pursuant to this Purchase Contract and the Letter of Representations or otherwise and in the Preliminary Official Statement and the Official Statement under Statement, the headings “THE AUTHORITY,” and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of Authority is relying on such information in making the Preliminary Authority’s representations, warranties and agreements; and as to all matters of law, other than federal tax and securities laws, the Authority is relying on the advice of counsel to the Authority; and as to matters of federal tax law [and securities laws], the Authority is relying on the advice of Bond Counsel; and provided further that no officer, agent or employee or member of the governing body of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein. Conditions to the Obligation of the Authority: No order, decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the purpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated by the Bond Purchase Contract or by the Official Statement Statement. The Authority’s closing fee shall have been paid by wire transfer or in other immediately available funds or arrangements reasonably satisfactory to the Authority shall have been made to pay such fees from the proceeds of the Bonds or otherwise. [Add closing document list other than what the Authority delivers unilaterally.] [For private placements with an investor letter, add a condition that the investor letter be delivered to the Authority if the letter is not included as is part of 3 above.] If the conditions to the Authority’s obligations or to the Underwriter’s obligations contained in this Bond Purchase Contract shall not be satisfied, or if the Underwriter’s obligations shall be terminated for any reason permitted by Rule 15c2-12(b)(1) under herein, this Bond Purchase Contract shall terminate, and neither the Securities Exchange Act of 1934Authority nor the Treasurer shall have any further obligation hereunder, as amended)except the Borrower shall be obligated with respect to all reasonable fees, expenses and costs payable to the Authority and the Treasurer pursuant to Section [expenses section] hereof.

Representations of the Authority. The Authority represents as follows: that: (a) The Authority it is a port authority and political subdivision and body corporate and politic duly organized and a governmental instrumentality validly existing under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State with lawful power and or of the authority United States of America applicable to the Authority which would impair its ability to carry out its obligations contained in this Agreement or the other Operative Documents to which it is a party; (c) it is legally empowered to enter into and perform the transactions contemplated by this Agreement acting by and through its duly authorized officers. the other Operative Documents to which it is a party; (bd) This Agreement has been duly authorized, executed and delivered by the Authority and constitutes the legal, valid and binding obligation of the Authority in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and to the exercise of judicial discretion in accordance with general principles of equity. (c) The execution, delivery and performance of this Agreement by and the Authority other Operative Documents to which it is a party do not and will not constitute violate or conflict with any provision of law applicable to the Authority, and do not, and will not, conflict with or result in a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed by to which the Authority is a party or by which it or is bound which would have an adverse effect on the Authority’s ability to perform its obligations under any of its property the Operative Documents to which it is bound, its bylaws or, to its knowledge, any applicable law, rule, regulation or judicial proceeding. a party (d) The Authority does other than such adverse effect which is not assume responsibility for constructing the Series 2023 Project or for funding the completion of the Series 2023 Project if the proceeds from the sale of the City Bonds to the Authority are not sufficient. material); (e) The its Legislative Authority has sufficient knowledge duly authorized the execution, delivery and experience in financial performance of this Agreement and business matters, including the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits of the purchase by the Authority of the City Bonds in connection with the issuance of the Series 2023 Bonds. The Authority acknowledges that the City has offered to give access, without restriction or limitation, to all information other Operative Documents to which it is a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. party; (f) The Preliminary Official Statement this Agreement and the Official Statement does not other Operative Documents to which it is a party, when executed and as delivered by the Authority, will constitute the legal, valid and binding obligations of the Closing Date Authority, enforceable against it in accordance with the respective terms thereof, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds; and (h) it will not, contain any untrue statement of a material fact or omit to state a material fact necessary do all things in its power in order to make maintain its existence or assure the statements therein, in the light assumption of the circumstances its obligations under which they were made, not misleading; provided that, the foregoing representation is made solely with respect to the information in the Preliminary Official Statement and Official Statement under the headings “THE AUTHORITY,” this Agreement and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of such information in the Preliminary Official Statement as other Operative Documents to which it is permitted a party by Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934, as amended)any successor public body.

Representations of the Authority. The Authority hereby represents as followsand covenants with the Underwriter that: (a) The Authority is a body corporate duly organized and politic existing under the Constitution and a governmental instrumentality laws of the State with lawful of California, has full power and authority to issue the authority Series 2023 Bonds, to adopt the Authority Resolution, to enter into the Bond Indenture, the Loan Agreement, the Tax Regulatory Agreement, and this Bond Purchase Agreement acting by (collectively, the “Authority Documents”) and through to perform its duly authorized officers. (b) This Agreement has been duly authorizedobligations thereunder, and when executed and delivered by the respective parties hereto and thereto, the Authority and constitutes Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and arrangement, fraudulent conveyance, moratorium, or other similar laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or at law, and to the exercise of judicial discretion in accordance with general principles of equity.appropriate cases and to the limitations on legal remedies against governmental entities in California; (cb) The execution, delivery and performance By official action of this Agreement by the Authority will not constitute a default under any indentureprior to or concurrently with the acceptance hereof, mortgage, deed of trust, lease or agreement or other instrument executed by the Authority or by which it or any of its property is bound, its bylaws or, to its knowledge, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing has authorized and approved the Series 2023 Project or for funding the completion distribution of the Series 2023 Project if Preliminary Limited Offering Memorandum, has deemed the proceeds from Authority Information in the sale Preliminary Limited Offering Memorandum “final” for purposes of Rule 15c2-12, the distribution of the City Bonds to Limited Offering Memorandum, and the Authority are not sufficient. (e) The Authority has sufficient knowledge execution and experience in financial delivery of, and business matters, including the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits of the purchase performance by the Authority of the City obligations on its part contained in, the Series 2023 Bonds and the Authority Documents and the consummation by the Authority of all other financing transactions on its part contemplated by the Limited Offering Memorandum and this Bond Purchase Agreement; (c) There is no action, suit or proceeding, at law or in connection equity, before or by any court pending (with service of process having been accomplished against the Authority) or any action, suit, proceeding, inquiry or investigation before any court, governmental agency, public board or body known to the Authority to be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2023 Bonds, or contesting any proceedings of the Authority taken concerning the issuance or sale thereof, the pledge or application of any moneys or security provided for the payment of the Series 2023 Bonds, in any way contesting the validity or enforceability of the Series 2023 Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information contained in the Authority Information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum or the existence or powers of the Authority relating to the issuance of the Series 2023 Bonds. The Authority acknowledges that the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City.; (fd) The Preliminary Official Statement and As of the Official Statement does not date thereof, and as of the date hereof, and in the case of the Limited Offering Memorandum, as of the Closing Date will notDate, the statements and information contained in the Authority Information in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum are true and correct in all material respects, and do not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements and information therein, in the light of the circumstances under which they were made, not misleading, it being further understood that the Authority makes no representation or warranty regarding any other statement or information in or omissions from the Limited Offering Memorandum; (e) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Series 2023 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023 Bonds for investment under the laws of such states and other jurisdictions, and, subject to Sections 15 and 19 hereof, will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023 Bonds; provided thatprovided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action that would subject it to general, special or unlimited service of process in any jurisdiction in which it is now not so subject; (f) To the best knowledge of the Authority, the foregoing execution and delivery by the Authority of the Authority Documents, and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents; (g) The Authority is not in material breach of or in material default under any applicable law or administrative regulation of the State or the United States or any applicable material judgment or material decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a material breach of or a material default or a material event of default under any such instrument, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents; (h) The Authority agrees to provide the Underwriter, at the expense of the Borrower and the Lessee, with a reasonable number of additional copies of the Authority Documents, as the Underwriter shall request. The Authority authorizes the use of the Authority Documents in connection with the offering, sale and distribution of the Series 2023 Bonds; (i) Any certificate executed by an authorized officer of the Authority and delivered to the Underwriter shall be deemed a representation is and warranty by the Authority to the Underwriter as to the statements made solely with respect therein, and not a representation and warranty of the individual officer executing the same; (j) If between the date of this Bond Purchase Agreement and up to and including the 25th day following the End of the Underwriting Period an event occurs, of which the Authority has knowledge, which might or would cause the information in the Preliminary Official Statement and Official Statement Authority Information contained in the Limited Offering Memorandum, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, or if the headings “THE AUTHORITY,” Authority is notified by the Borrower or the Lessee pursuant to the provisions of this Bond Purchase Agreement or otherwise requested to amend, supplement or otherwise change the Limited Offering Memorandum, the Authority will notify the Underwriter, the Lessee and the first paragraph under Borrower, and if in the heading “LITIGATION – reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the Authority will cooperate in the amendment or supplementing of the Limited Offering Memorandum in a form and in a manner approved by the Underwriter and counsel to the Authority, provided that all expenses thereby incurred will be paid by the Borrower and the Lessee pursuant hereto and provided further that, for purposes of this provision, the End of the Underwriting Period shall be the Closing Date unless the Underwriter on or prior to the Closing provides written notice to the contrary to the Authority, the Borrower and the Lessee; (k) For 25 days from the date of the End of the Underwriting Period, the Authority will not participate in the issuance of any amendment of or supplement to the Limited Offering Memorandum to which, after being furnished with a copy, the Borrower, the Lessee, the Trustee or the Underwriter shall reasonably object in writing or which shall be disapproved by any of their respective counsel; and (l) The Authority” (except for execution and delivery of this Bond Purchase Agreement by the omission Authority shall constitute a representation by the Authority to the Underwriter that the representations, warranties and agreements contained in this Section 8 are true as of the date hereof; provided, that as to information furnished by the Borrower or the Lessee pursuant to this Bond Purchase Agreement or otherwise and in the Limited Offering Memorandum, the Authority is relying on such information in making the Preliminary Official Statement Authority’s representations, warranties and agreements; and as to all matters of law other than federal tax and securities law, the Authority is permitted by Rule 15c2-12(b)(1) under relying on the Securities Exchange Act advice of 1934counsel to the Authority; as to matters of federal tax and securities law the Authority is relying on the advice of Bond Counsel; and provided further, as amended)that no member of the governing body of the Authority or officer, employee or agent of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein.

Representations of the Authority. The Authority represents as follows: (a) The Authority is a body corporate and politic will be at the Closing Date duly organized and a governmental instrumentality existing under the laws of the State with lawful of California, has full power and authority to issue the authority Bonds, to adopt the Resolution, to enter into the Indenture, the Loan Agreement and this Agreement acting by Purchase Contract (collectively, the “Authority Documents”) and through to perform its duly authorized officers. (b) This Agreement has been duly authorizedobligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority and constitutes Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and arrangement, fraudulent conveyance, moratorium, or other similar laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with general principles of equity. (c) The execution, delivery and performance the provisions of this Agreement Purchase Contract and assuming proper authentication by the Authority will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed Trustee by the Authority or by which it or any manual signature of its property is boundan authorized officer thereof, its bylaws orthe Bonds will have been duly authorized, to its knowledgeexecuted, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing the Series 2023 Project or for funding the completion issued and delivered and will constitute valid and binding limited obligations of the Series 2023 Project if Authority, enforceable in accordance with their terms, in conformity with, and entitled to the proceeds from the sale benefit and security of the City Bonds to Indenture. By official action of the Authority are not sufficient. (e) The prior to or concurrently with the acceptance hereof, the Authority has sufficient knowledge authorized and experience in financial and business matters, including approved the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits distribution of the purchase Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the City obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in connection equity, before or by any court, governmental agency, public board or body, pending (with service of process against. the Authority having been accomplished) or known to the Authority to be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION – The Authority”, as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Series 2023 Bonds. The Authority acknowledges that As of the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (f) The Preliminary Official Statement and the Official Statement does not date thereof and as of the date hereof, the statements and information contained in the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in light of the circumstances under which they were made, not misleading. Both at the time of acceptance hereof by the Authority and at the Closing Date, the statements and information contained in the Official Statement under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION – The Authority” are and will be true, correct and complete in all material respects, and do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with respect to which the Borrower agrees to indemnify the Authority, the Treasurer and the Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph ( ) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority, provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the contrary to the Authority and the Borrower). For 25 days from the end of the underwriting period (as defined in Rule 15c2-12), (a) the Authority will notnot participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter or the Borrower shall reasonably object in writing or which shall be disapproved by their respective counsel and (b) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter and the Borrower (at the expense of the Borrower) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter and counsel for the Authority) which will amend or supplement the Official Statement so that it will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Official Statement is delivered to a purchaser, not misleading; provided that. For purposes of this subsection, the foregoing representation is made solely Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. The execution and delivery of this Purchase Contract by the Authority shall constitute a representation by the Authority to the Underwriter that the representations, warranties and agreements contained in this Section [ ] are true as of the date hereof; provided that as to information furnished by the Borrower pursuant to this Purchase Contract and the Letter of Representations or otherwise and in the Preliminary Official Statement and the Official Statement under Statement, the headings “THE AUTHORITY,” and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of Authority is relying on such information in making the Preliminary Authority’s representations, warranties and agreements; and as to all matters of law, other than federal tax and securities laws, the Authority is relying on the advice of counsel to the Authority; and as to matters of federal tax law [and securities laws], the Authority is relying on the advice of Bond Counsel; and provided further that no officer, agent or employee or member of the governing body of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein. No order, decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the purpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated by the Bond Purchase Contract or by the Official Statement Statement. The Authority’s closing fee shall have been paid by wire transfer or in other immediately available funds or arrangements reasonably satisfactory to the Authority shall have been made to pay such fees from the proceeds of the Bonds or otherwise. [Add closing document list other than what the Authority delivers unilaterally.] [For private placements with an investor letter, add a condition that the investor letter be delivered to the Authority if the letter is not included as is part of 3 above.] If the conditions to the Authority’s obligations or to the Underwriter’s obligations contained in this Bond Purchase Contract shall not be satisfied, or if the Underwriter’s obligations shall be terminated for any reason permitted by Rule 15c2-12(b)(1) under herein, this Bond Purchase Contract shall terminate, and neither the Securities Exchange Act of 1934Authority nor the Treasurer shall have any further obligation hereunder, as amended)except the Borrower shall be obligated with respect to all reasonable fees, expenses and costs payable to the Authority and the Treasurer pursuant to Section [expenses section] hereof.

Representations of the Authority. The Authority represents as follows: (a) The Authority is a body corporate and politic will be at the Closing Date duly organized and a governmental instrumentality existing under the laws of the State with lawful of California, has full power and authority to issue the authority Bonds, to adopt the Resolution, to enter into the Bond Indenture, the Loan Agreement and this Agreement acting by Purchase Contract (collectively, the “Authority Documents”) and through to perform its duly authorized officers. (b) This Agreement has been duly authorizedobligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority and constitutes Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and arrangement, fraudulent conveyance, moratorium, or other similar laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with general principles of equity. (c) The execution, delivery and performance the provisions of this Agreement Purchase Contract and assuming proper authentication by the Authority will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed Trustee by the Authority or by which it or any manual signature of its property is boundan authorized officer thereof, its bylaws orthe Bonds will have been duly authorized, to its knowledgeexecuted, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing the Series 2023 Project or for funding the completion issued and delivered and will constitute valid and binding limited obligations of the Series 2023 Project if Authority, enforceable in accordance with their terms, in conformity with, and entitled to the proceeds from the sale benefit and security of the City Bonds to Indenture. By official action of the Authority are not sufficient. (e) The prior to or concurrently with the acceptance hereof, the Authority has sufficient knowledge authorized and experience in financial and business matters, including approved the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits distribution of the purchase Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the City obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in connection equity, before or by any court, governmental agency, public board or body, pending (with service of process against. the Authority having been accomplished) or known to the Authority to be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Series 2023 Bonds. The Authority acknowledges that As of the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (f) The Preliminary Official Statement and the Official Statement does not date thereof and as of the Closing Date date hereof, the statements and information contained in the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” were and will notbe true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in order light of the circumstances under which they were made, not misleading. Both at the time of acceptance hereof by the Authority and at the Closing Date, the statements and information contained in the Official Statement under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” are and will be true, correct and complete in all material respects, and do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with respect to which the Borrower agrees to indemnify the Authority, the Treasurer and the Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject. To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph (__) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the foregoing representation is made solely with respect end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the information in contrary to the Preliminary Official Statement and Official Statement under the headings “THE AUTHORITY,” Authority and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of such information in the Preliminary Official Statement as is permitted by Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934, as amendedBorrower).

Representations of the Authority. The Authority represents as follows: (a) The Authority is a body corporate and politic will be at the Closing Date duly organized and a governmental instrumentality existing under the laws of the State with lawful of California, has full power and authority to issue the authority Bonds, to adopt the Resolution, to enter into the Bond Indenture, the Loan Agreement and this Agreement acting by Purchase Contract (collectively, the “Authority Documents”) and through to perform its duly authorized officers. (b) This Agreement has been duly authorizedobligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority and constitutes Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, subject to except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and arrangement, fraudulent conveyance, moratorium, or other similar laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with general principles of equity. (c) The execution, delivery and performance the provisions of this Agreement Purchase Contract and assuming proper authentication by the Authority will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement or other instrument executed Trustee by the Authority or by which it or any manual signature of its property is boundan authorized officer thereof, its bylaws orthe Bonds will have been duly authorized, to its knowledgeexecuted, any applicable law, rule, regulation or judicial proceeding. (d) The Authority does not assume responsibility for constructing the Series 2023 Project or for funding the completion issued and delivered and will constitute valid and binding limited obligations of the Series 2023 Project if Authority, enforceable in accordance with their terms, in conformity with, and entitled to the proceeds from the sale benefit and security of the City Bonds to Indenture. By official action of the Authority are not sufficient. (e) The prior to or concurrently with the acceptance hereof, the Authority has sufficient knowledge authorized and experience in financial and business matters, including approved the purchase and ownership of limited, annual appropriation obligations, to be able to evaluate the risks and merits distribution of the purchase Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the City obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in connection equity, before or by any court, governmental agency, public board or body, pending (with service of process against. the Authority having been accomplished) or known to the Authority to be threatened against the Authority seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the issuance or sale. thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds or the Authority Documents or contesting in any way the completeness or accuracy of the information in the Preliminary Official Statement or the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as amended or supplemented, or the existence or powers of the Authority relating to the issuance of the Series 2023 Bonds. The Authority acknowledges that As of the City has offered to give access, without restriction or limitation, to all information to which a reasonable investor would attach significance in making investment decisions, and the Authority has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City Bonds, this financing transaction and the City. (f) The Preliminary Official Statement and the Official Statement does not date thereof and as of the Closing Date date hereof, the statements and information contained in the Preliminary Official Statement under the caption “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” were and will notbe true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in order light of the circumstances under which they were made, not misleading. Both at the time of acceptance hereof by the Authority and at the Closing Date, the statements and information contained in the Official Statement under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION—The Authority” are and will be true, correct and complete in all material respects, and do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation, warranty or agreement shall apply to statements or information in or omissions from the Official Statement with respect to which the Borrower agrees to indemnify the Authority, the Treasurer and the Underwriter pursuant to the Letter of Representations of the Borrower dated the date hereof and attached hereto as Exhibit A. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify as a foreign corporation in any such state or take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject. To the best knowledge of the Authority, the execution and delivery by the Authority of the Bonds and the Authority Documents and compliance with the provisions on the Authority’s part contained therein, will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or by which it is bound, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. The Authority is not in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument which breach or default would have a material adverse effect on the Authority’s ability to perform its obligations under the Authority Documents. If, between the date of this Purchase Contract and 25 days after the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) an event occurs of which the Authority has knowledge, which might or would cause the information contained in the Official Statement under the captions “THE AUTHORITY” or “ABSENCE OF MATERIAL LITIGATION—The Authority,” as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading or, (ii) if the Authority is notified by the Borrower pursuant to Paragraph ( ) of the Letter of Representation or otherwise requested to amend, supplement or otherwise change the Official Statement, the Authority will notify the Underwriter and the Borrower, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the Authority provided that all expenses thereby incurred will be paid by the Borrower and provided further that, for purposes of this provision, the foregoing representation is made solely with respect end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to Closing provides written notice to the information in contrary to the Preliminary Official Statement and Official Statement under the headings “THE AUTHORITY,” Authority and the first paragraph under the heading “LITIGATION – The Authority” (except for the omission of such information in the Preliminary Official Statement as is permitted by Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934, as amendedBorrower).