JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 12 the City that has a material adverse effect on the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (vii) Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwrites; (viii) Any action concerning any rating of the Bonds shall have been taken by S&P Global Ratings (“S&P”) which action, 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; (ix) There shall exist any event which, in the reasonable judgment of the Underwriter or Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, (“Underwriter’s Counsel”), following consultation with the City Attorney, the Finance Director of the City, either (A) makes untrue in any material respect any statement or information contained in the Preliminary Official Statement and in the Official Statement, or (B) is not reflected in the Preliminary Official Statement and in the Official Statement but should be reflected therein in order to make the statements and information contained therein, in light of the circumstances under which they were made, not misleading in any material respect, or (C) requires or has required an amendment of or supplement to the Official Statement as of its date; or (x) There shall have occurred an adverse change in the financial position, results of operations or financial condition of the City which may result in any material adverse change in the business, properties, assets or the financial condition of the City or which may have a material adverse effect on the ability of the City to meet its obligations under the City Resolution; (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) The executed Authority Resolution relating to the Bonds and authorizing the execution and delivery of the Authority Documents; (ii) The executed City Resolution relating to the Bonds and authorizing the execution and delivery of the Bonds, the City Documents; (iii) The Preliminary Official Statement, and the Official Statement signed by authorized officials of the Authority and the City; (iv) The City Documents and the Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (v) A certification of the City that the insurance required to be in effect on the Closing Date under the Installment Sale Agreement is in fact in effect as of such date; (vi) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the forms attached as Appendix F to the Official Statement, and reliance letters thereon addressed to the Underwriter and the Trustee; Page 111 of 205