JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 11 (d) In recognition of the desire of the Authority, the City, and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of the Purchase Agreement: (i) Legislation shall have been enacted by the United States or the State or shall have been reported out of committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation or a temporary regulation shall have been published in the Federal Register or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal or State taxation upon revenues or other income or payments of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, or on the Bonds, which in the reasonable opinion of the Representative materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (ii) Legislation shall have been enacted or introduced for enactment or introduced, but only if such legislation would have an effective date prior to the Closing Date, or a decision by a court of the United States shall be made, the effect of which is that obligations of the general character of the Bonds, the offering or sale of the Bonds or the performance by the Authority or the City in accordance with their respective Resolution, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement is or would be in violation of the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), the Securities Exchange Act, or the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); (iii) A stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made, but only if such stop order, ruling or regulation would have an effective date prior to the Closing Date and the effect of which is that obligations of the general character of the Bonds, the issuance, offering or sale of the Bonds or the performance by either the Authority or the City in accordance with their respective Resolutions, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of any provision of the Securities Act, of the Securities Exchange Act, or of the Trust Indenture Act; (iv) There shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, the effect of which on the financial markets of the United States being such as in the reasonable opinion of the Representative materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (v) There shall have occurred a general suspension of trading on the New York Stock Exchange, or a general banking moratorium shall have been declared by federal, California or New York state authorities having jurisdiction and being in force; (vi) Any legislation, ordinance, rule or regulation shall be enacted by any governmental body, board, department or agency of the State or the United States or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered affecting the Authority or Page 110 of 205