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3 <br />Securities Rule Making Board (“MSRB”) Rule G-32; and (B)copies of the Official Statement <br />relating to the Bonds, dated the date hereof, in the form of the Preliminary Official Statement, with <br />such changes thereto, as may be approved by the Underwriter(including the appendices thereto and <br />any amendments or supplements approved by the Agencyand the Underwriter, the “Official <br />Statement”), in such quantity as the Underwritershall reasonably request. The Agency hereby <br />approves of the distribution and use by the Underwriterof the Official Statement in connection with <br />the offer and sale of the Bonds. The Preliminary Official Statement and the Official Statement may <br />be delivered in printed and/or electronic form to the extent permitted by applicable rules of the <br />MSRBand as may be agreed by the Agencyand the Underwriter. If the Official Statement is <br />prepared for distribution in electronic form, the Agencyhereby confirms that it does not object to <br />distributions of the Official Statement in electronic form. <br />5.The Closing. At 8:00a.m., California time, on ________, 2014(the “Closing Date”), <br />or at such other time or on such earlier or later business day as shall have been mutually agreed upon <br />by the Agencyand the Underwriter, the Agencywill deliver: (i)the Bonds in book-entry form; and <br />(ii)the closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law <br />Corporation(“Bond Counsel”), in San Francisco, California, or another place to be mutually agreed <br />upon by the Agencyand the Underwriter. The Underwriterwill accept such delivery and pay the <br />purchase price of the Bonds as set forth in Section1 hereof by federal wire transfer to the order of <br />the Trustee on behalf of the Agency. This payment and delivery, together with the delivery of the <br />aforementioned documents, is herein called the “Closing.” <br />6.AgencyRepresentations, Warranties and Covenants. The Agencyrepresents, <br />warrants and covenants to the Underwriterthat: <br />(a)Due Organization, Existence and Authority. The Agencyis a public entity <br />validly existing under the laws of the State of California (the “State”)with full right, power and <br />authority to adopt the AgencyResolution, to issue the Bonds and to execute, deliver and perform its <br />obligations under the Bonds, this Purchase Agreement, the Indenture, the Refunding Instructions and <br />the Continuing Disclosure Certificate, dated as of the Closing Date (collectively, the “Agency <br />Documents”),and to carry out and consummate the transactions contemplated by the Agency <br />Documents and the Official Statement. <br />(b)Due Authorization and Approval. By all necessary official action, the <br />Agencyhas duly adopted the AgencyResolution at a meeting properly noticed at which a quorum <br />was present and acting throughout and has duly authorized and approved the execution and delivery <br />ofthe Official Statement, and the execution and delivery of the performance by the Agencyof the <br />obligations contained in the AgencyDocuments, and as of the date hereof, such authorizations and <br />approvals are in full force and effect and have not been amended, modified or rescinded. When <br />executed and deliveredby the Agency, and assuming due authorization and execution and delivery <br />by the counterparties thereto, the AgencyDocuments will constitute the legally valid and binding <br />obligations of the Agencyenforceable in accordance with their respective terms, except as <br />enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws <br />or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of <br />judicial discretion and the limitations on legal remedies against governmentalagencies in the State <br />of California. The Agencyhas complied, and will at the Closing be in compliance in all respects, <br />with the terms of the AgencyDocuments.