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the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Certificates. The Agency 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 April 23, 2003, or at such other time or date as the Agency and the Underwriter agree upon, the Agency 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 Certificates in definitive form, duly executed and authenticated. Concurrently with the delivery of the Certificates, the Agency and the City will deliver the documents hereinafter mentioned at the offices of Jones Hall, San Francisco, California or another place to be mutually agreed upon by the Agency, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Certificates as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Certificates, together with the delivery of the aforementioned documents, is herein called the "Closing." The Certificates 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 (1) business day before the Closing for purposes of inspection and packaging. The Agency and the City acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Certificates 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 Certificates 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 Certificates upon reasonable notice to, and with the consent of the Agency and the City. The Underwriter shall provide to the Agency and the City on the Closing Date a certificate setting forth the offering prices to the public of each maturity of the Certificates at which a substantial amount of such maturities were sold, each certificate to be in a form acceptable to Special Counsel. Section 6. Representations, Warranties and Covenants of the Agency. The Agency represents, warrants and covenants to the Underwriter and the City that: (a) The Agency 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 Trust Agreement, the Lease Agreement, the Assignment Agreement, the First Amended and Restated Site Lease, dated as of April 1, 2003, by and between the Agency and the City (the "Site Lease"), and this Purchase Contract (collectively, the "Agency Docurents"). (b) By official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the Agency of the obligations on its part contained, in the Agency Documents. When executed and delivered, each Agency Document 3