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6 <br /> <br />The Underwriter hereby agrees that it will not request that payment be made by any <br />purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official <br />Statement. The Underwriter agrees: (i) to provide the Authority and the City with final pricing <br />information on the Bonds on a timely basis; and (ii) to promptly file a copy of the Official Statement, including any supplements prepared by the Authority or the City with the MSRB at http://emma.msrb.org. The Authority and the City hereby approve of the use and distribution by the <br />Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds. <br />The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of <br />the Official Statement with the MSRB. <br />Section 5. Closing. At 8:30 a.m., Pacific Standard Time, on __________, 2018, or at <br />such other time or date as the Authority and the Underwriter agree upon (the “Closing Date”), the <br />Authority shall deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, <br />registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the <br />Underwriter under DTC’s FAST procedures. Concurrently with the delivery of the Bonds, the <br />Authority and the City will deliver the documents hereinafter mentioned at the offices of Jones Hall, <br />A Professional Law Corporation, San Francisco, California (“Bond Counsel”), 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 1 hereof by wire transfer <br />in immediately available funds. This payment for and delivery of the Bonds, together with the <br />delivery of the aforementioned documents, is herein called the “Closing.” <br />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. The Authority and <br />the City acknowledge that the services of DTC will be used initially by the Underwriter in order to <br />permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the <br />Underwriter in employing such services. <br />Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that: <br />(a) The Authority is a public body, duly organized and existing under the <br />Constitution and laws of the State of California (the “State”), including Articles 1, 2 and 4 of Chapter <br />5 of Division 7 of Title 1 of the Government Code of the State of California (the “JPA Act”) and the Joint Exercise of Powers Agreement, dated as of May 24, 1993 (the “JPA Agreement”), between the City and the former Redevelopment Agency of the City of San Leandro. <br />(b) The Authority has full legal right, power and authority to adopt or enter into, <br />as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents. <br />(c) By all necessary official action, the Authority has duly authorized and <br />approved the Authority Documents, has duly authorized and approved the Preliminary Official <br />Statement, will, by execution thereof, duly authorize and approve the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all <br />other transactions contemplated by the Authority Documents in connection with the issuance of the <br />Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have