JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 7 would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained. (f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the Closing, the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been 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. (g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of any of the Bonds, the collection of Revenues under the Indenture or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated thereby or hereby, contesting the exclusion of the interest on the Bonds from federal taxation or the exclusion of the interest on the Bonds from State taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph (g). (i) The information in the Official Statement concerning the organization and existence of the Authority does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (j) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest for federal income tax purposes on the Bonds. (k) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Payments while the Bonds are Outstanding, and the Authority will collect the Installment Payments in accordance with the Installment Sale Agreement and Indenture. (l) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed to be a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate. Page 106 of 205